<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
PeopleSoft, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:
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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:
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(4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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:
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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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<PAGE> 2
PEOPLESOFT, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 27, 1997
TO THE STOCKHOLDERS OF PEOPLESOFT, INC.:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
PeopleSoft, Inc., a Delaware corporation (the "Company"), will be held at 10:00
a.m., local time, on Tuesday, May 27, 1997, at the Company's World Headquarters
at 4440 Rosewood Drive, Pleasanton, California 94588, for the following
purposes:
1. To elect three (3) Class I directors to serve two-year terms.
2. To approve an amendment of the Company's Restated
Certificate of Incorporation to increase the authorized number of
shares of Common Stock of the Company to 320,000,000.
3. To ratify the appointment of Ernst & Young as independent
auditors of the Company for the year ending December 31, 1997.
4. To transact such other business as may properly come before the
meeting or any postponements or adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on March 31, 1997
are entitled to notice of and to vote at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage prepaid envelope enclosed for that purpose. YOU MAY
REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT
ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING. ANY STOCKHOLDER
ATTENDING THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A
PROXY.
By Order of the Board of Directors,
David A. Duffield, President and
Chief Executive Officer
Pleasanton, California
April 15, 1997
- - --------------------------------------------------------------------------------
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
- - --------------------------------------------------------------------------------
<PAGE> 3
MAPS TO
AT&T OFFICES IN PLEASANTON
AND LOCATION OF CONFERENCE ROOM
<PAGE> 4
PEOPLESOFT, INC.
PROXY STATEMENT FOR THE
1997 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
PeopleSoft, Inc. (the "Company") for use at the Annual Meeting of Stockholders
to be held on Tuesday, May 27, 1997 at 10:00 a.m., local time, or at any
adjournment or postponement 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 World Headquarters at 4440 Rosewood Drive,
Pleasanton, California 94588. The Company's World Headquarters telephone number
is (510) 225-3000. When proxies are properly dated, executed, and returned, the
shares they represent will be voted at the Annual Meeting in accordance with the
instructions of the stockholder. If no specific instructions are given, the
shares will be voted for the election of the nominees for directors set forth
herein, for the increase in authorized shares of Common Stock, for the
ratification of the appointment of Ernst & Young as independent auditors as set
forth herein, and at the discretion of the proxy holders upon such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
These proxy solicitation materials and the Annual Report to Stockholders
for the year ended December 31, 1996, including financial statements, were first
mailed on or about April 18, 1997, to all stockholders entitled to vote at the
Annual Meeting.
RECORD DATE AND VOTING SECURITIES
Stockholders of record at the close of business on March 31, 1997
("Record Date") are entitled to notice of and to vote at the Annual Meeting. At
the Record Date, 108,731,610 shares of the Company's Common Stock, $.01 par
value, were issued and outstanding. No shares of the Company's Preferred Stock
were outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to the solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)
filing a written notice of revocation bearing a later date than the proxy with
the Secretary of the Company at or before the taking of the vote at the Annual
Meeting, (ii) duly executing a later dated proxy relating to the same shares and
delivering it to the Secretary of the Company at or before the taking of the
vote at the Annual Meeting or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice of revocation or
subsequent proxy should be delivered to PeopleSoft, Inc. at 4440 Rosewood Drive,
Pleasanton, California 94588, Attention: Secretary of the Company, or
hand-delivered to the Secretary of the Company at or before the taking of the
vote at the Annual Meeting.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock
owned on all matters presented at the Annual Meeting. Stockholders do not have
the right to cumulate votes in the election of directors.
The Company may retain an outside firm to assist in its solicitation of
proxies from brokers, nominees, institutions and individuals. The cost of
soliciting proxies will be borne by the Company. Arrangements will also be made
with custodians, nominees and fiduciaries for forwarding of proxy solicitation
materials to beneficial owners of shares held as of the Record Date by such
custodians, nominees and fiduciaries. The Company will reimburse such
custodians, nominees and fiduciaries for reasonable expenses incurred in
connection therewith. In addition, proxies may be solicited by directors,
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<PAGE> 5
officers and employees of the Company in person or by telephone, telegram or
other means of communication. No additional compensation will be paid for such
services.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual
Meeting is a majority of the votes eligible to be cast by holders of shares of
Common Stock issued and outstanding on the Record Date. Shares that are voted
"FOR", "AGAINST" or "ABSTAINED" on a matter are treated as being present at the
Annual Meeting for purposes of establishing a quorum and are also treated as
shares entitled to vote at the Annual Meeting (the "Votes Cast") with respect to
such matter.
While 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 (i) the presence
or absence of a quorum for the transaction of business and (ii) the total number
of Votes Cast with respect to a proposal (other than the election of directors).
In the absence of controlling precedent to the contrary, the Company intends to
treat abstentions in this manner. Accordingly, abstentions will have the same
effect as a vote against the proposal.
In a 1988 Delaware case, Berlin v. Emerald Partners, the Delaware
Supreme Court held that, while broker non-votes should be counted for purpose 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. Accordingly, the Company intends to treat broker non-votes
in this manner. Thus, a broker non-vote will not affect the outcome of the
voting on a proposal.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
The Company currently intends to hold its 1998 Annual Meeting of
Stockholders in mid-May 1998 and to mail Proxy Statements relating to such
meeting in mid-April 1998. The date by which stockholder proposals must be
received by the Company so that they may be considered for inclusion in the
Proxy Statement and form of proxy for its 1998 Annual Meeting of Stockholders is
December 12, 1997. Such stockholder proposals should be submitted to PeopleSoft,
Inc. at 4440 Rosewood Drive, Pleasanton, California 94588, Attention: Secretary
of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 14, 1997 (except as noted
below) certain information with respect to the beneficial ownership of the
Company's Common Stock by (i) each person known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii) each
director of the Company, (iii) each executive officer named in the Summary
Compensation Table, and (iv) all directors and executive officers as a group.
Except as otherwise noted below, the Company knows of no agreements among its
stockholders which relate to voting or investment power of its Common Stock.
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<PAGE> 6
<TABLE>
<CAPTION>
Directors, Named Executive Officers and Five Shares of Common Stock Beneficially Owned (l)
---------------------------------------------
Percent Stockholders Number Percentage Ownership
- - ---------------------------------- ------ --------------------
OFFICERS
- - --------
<S> <C> <C>
David A. Duffield (2) 30,621,168 28.2%
4440 Rosewood Drive, Pleasanton, CA 94588
Aneel Bhusri (3) 63,295 *
Ronald E.F. Codd (3) 350,057 *
Albert W. Duffield (3) 984,883 *
Margaret L. Taylor (3) 656,095 *
DIRECTORS
- - ---------
George J. Still, Jr. (3) 105,562 *
Edgar F. Codd (3) 24,000 *
Cyril J. Yansouni (3) 32,000 *
A. George "Skip" Battle (3) 8,800 *
All directors and executive officers as a group (4) 34,772,474 32.0
5% SHAREHOLDERS AT 12/31/96 (5)
- - -------------------------------
Putnam Investments, Inc. (6) 6,917,702 6.4
One Post Office Square, Boston, MA 02109
Chancellor Capital Mgmt. Inc. (7) 6,821,100 6.3
1166 Avenue of the Americas, NY, NY 10036
The Goldman Sachs Group, L.P. (8) 5,987,848 5.5
85 Broad St., New York, NY 10004
American Century Companies, Inc. (9) 5,800,000 5.3
4500 Main St., Kansas City, MO 64141
FMR Corp. (10) 5,686,920 5.2
82 Devonshire St., Boston, MA 02109
- - -------------------------------------------
* Less than 1%
</TABLE>
(1) Applicable percentage of ownership is based on 108,562,679 shares of Common
Stock outstanding as of March 14, 1997 together with applicable options for
such stockholder. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission, and includes voting and
investment power with respect to shares. Shares subject to options
currently exercisable or exercisable within 60 days after March 14, 1997
are deemed outstanding for computing the percentage ownership of the person
holding such options, but are not deemed outstanding for computing the
percentage ownership of any other person.
(2) Includes 228,000 shares and 864,000 shares subject to stock options held by
David A. Duffield and Mr. Duffield's wife, respectively, that are
exercisable within 60 days of March 14, 1997 and 29,757,168 shares held by
trusts, foundations or accounts of which David A. Duffield is trustee or
director.
(3) Includes the following numbers of shares issuable upon exercise of
options that are exercisable on or within 60 days of March 14, 1997: Aneel
Bhusri: 39,680; Albert W. Duffield: 840,000; Margaret L. Taylor: 345,600;
Ronald E.F. Codd: 198,000; George J. Still, Jr.: 32,000; Dr. Edgar F. Codd:
24,000; Cyril J. Yansouni: 32,000; and A. George "Skip" Battle: 8,000.
(4) Includes 2,383,280 shares subject to stock options held by directors and
officers (10 persons) that are exercisable within 60 days of March 14,
1997.
(5) Shares beneficially owned are determined solely from information reported
on a Schedule 13G as of December 31, 1996.
(6) Putnam Investment Management, Inc. (PMI) has shared dispositive power
with respect to 5,432,616 shares. The Putnam Advisory Company (PAC) has
shared voting power and shared dispositive power with respect to 889,420
and 1,485,086 shares, respectively. Putnam Investments, Inc. as parent to
PMI and PAC has shared voting power and shared dispositive power with
respect to 889,420 and 6,917,702 shares, respectively.
(7) Chancellor Capital Management, Inc. and Chancellor Trust Company, as
investment advisors for various fiduciary accounts, together have sole
voting power and sole dispositive power with respect to all of the shares
reported.
(8) Goldman, Sachs & Co, as investment advisor for The Goldman Sachs Group,
L.P., has sole voting power and sole dispositive power with respect to all
of the shares reported. Shares include 4,000,000 shares subject to stock
warrants which are exercisable at any time.
(9) American Century Investment Management, Inc. (ACIM), as investment advisor
for American Century Mutual Funds, Inc., and American Century Companies,
Inc., ACIM's parent, together have sole voting power and sole dispositive
power with respect to all of the shares reported.
(10) Includes shares beneficially owned by Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR Corp., as a result of serving as
investment advisor to various registered investment companies and certain
other funds and shares beneficially owned by Fidelity Management Trust
Company as a result of serving as trustee or managing agent for various
private investment accounts and certain other funds. FMR Corp. has sole
voting power with respect to 688,620 shares and sole dispositive power with
respect to 5,686,920 shares.
4
<PAGE> 7
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
The Company's Board of Directors currently consists of six persons
serving staggered two-year terms. Three Class I directors will be elected at the
Annual Meeting for a term of two years. Three Class II directors (Mr. Albert W.
Duffield, Mr. A. George "Skip" Battle and Mr. Cyril J. Yansouni) were elected at
last year's annual meeting for a term of two years.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the three (3) nominees named below, all of whom are
presently directors of the Company. In the event that any such nominee is unable
or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for a nominee who shall be designated by the present Board
of Directors to fill the vacancy. In the event that additional persons are
nominated for election as directors, the proxy holders intend to vote all
proxies received by them in such a manner as will assure the election of as many
of the nominees listed below as possible, and, in such event, the specific
nominees to be voted for will be determined by the proxy holders. The Company is
not aware of any nominee who will be unable or will decline to serve as a
director. Each director elected at this Annual Meeting will serve a term of two
years or until such director's successor has been duly elected and qualified.
VOTE REQUIRED
The three nominees receiving the highest number of affirmative votes of
the shares entitled to be voted shall be elected to the Board of Directors as
Class I Directors. An abstention will have the same effect as a vote withheld
for the election of directors, and pursuant to Delaware law, a broker non-vote
will not be treated as voting in person or by proxy on the proposal. The names
of the nominees and related information as of March 14, 1997 are set forth
below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW.
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE POSITION(S) WITH THE COMPANY SINCE
- - --------------- --- ---------------------------- -----
<S> <C> <C> <C>
NOMINEES FOR CLASS I DIRECTOR
David A. Duffield 56 Chairman of the Board of Directors, 1987
President and Chief Executive Officer
Edgar F. Codd 73 Director 1992
George J. Still, Jr. (l)(2) 38 Director 1991
DIRECTORS WHOSE TERMS CONTINUE
Albert W. Duffield 54 Director and Senior Vice President of 1991
Worldwide Operations
Cyril J. Yansouni (l)(2) 54 Director 1992
A. George "Skip" Battle (1)(2) 53 Director 1995
</TABLE>
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
NOMINEES FOR CLASS I DIRECTOR
Mr. David Duffield is a founder of the Company and has served as
Chairman of the Board, Chief Executive Officer and President since the Company's
incorporation in August 1987. Prior to that time, he was a founder and Chairman
of the Board of Integral, a vendor of human resource and financial applications
software, from April 1972 through April 1987. During a portion of that time, Mr.
Duffield also served as Integral's Chief Executive Officer. Mr. Duffield is also
the co-founder of Information Associates (now a subsidiary of Systems and
Computer Technology), where he was employed between 1968 and 1972. From 1964 to
1968, Mr. Duffield worked at IBM, a computer systems manufacturer, as a
marketing representative and systems engineer. He holds a B.Sc. in Electrical
Engineering and an M.B.A. from Cornell University. David Duffield and Albert
Duffield are brothers.
5
<PAGE> 8
Dr. Edgar Codd became a director of the Company in June 1992. Dr. Codd
is presently an independent consultant. From 1985 to 1993, he was a principal at
Codd and Date Consulting, and at Codd and Date, Inc., both of which are
relational database consulting firms. Dr. Codd received his M.A. in Mathematics
from Oxford University and his M.S. and Ph.D. in Communication Sciences from the
University of Michigan. Prior to 1985, Dr. Codd was employed by IBM where he
developed the theoretical foundation for relational database management. In
1994, he became a fellow of the Association for Computing Machinery (ACM).
Mr. George Still became a director of the Company in April 1991. He
has been a partner of Norwest Venture Capital, a venture capital investment
fund, since 1989. From July 1984 to October 1989, he was a general partner with
The Centennial Funds, a venture capital investment fund. Mr. Still holds a B.Sc.
in Business Administration from Pennsylvania State University and an M.B.A. from
Dartmouth College. Mr. Still is on the board of directors of the following
private companies: Diva Communications, Intrepid Systems, Masada Security,
Metapath, Telecom Partners, Telops Management, Verio, and 3Dfx Interactive.
DIRECTORS WHOSE TERMS CONTINUE
Mr. Albert Duffield joined the Company in June 1990 as Vice President of
Sales, and was appointed Vice President of Operations in September 1991, Vice
President of Sales and Marketing in February 1993, Senior Vice President of
Sales and Marketing in November 1993, and Senior Vice President of Worldwide
Operations in January 1994. He was elected to the Board of Directors in April
1991. Prior to joining the Company, Mr. Duffield served as Chief Operating
Officer of Data Design Associates, a division of Integral, from June 1989
through June 1990. Prior to the acquisition of Data Design Associates by
Integral Systems Inc. in September 1989, he served as its Senior Vice President
of Sales and Marketing from October 1981 through June 1989. From 1970 to 1981,
Mr. Duffield worked at IBM in various sales, sales management and staff
management positions. He holds a B.Sc. in Hotel/Business Administration from
Cornell University and an M.B.A. from Rutgers University.
Mr. Cyril Yansouni became a director of the Company in October 1992.
Since March 1991, he has served as Chief Executive Officer and Chairman of
Read-Rite Corporation, a supplier of thin film magnetic recording heads. From
January 1989 to February 1991, he served in various senior management capacities
at Unisys, a manufacturer of computer systems, most recently as an Executive
Vice President. Mr. Yansouni was President of Convergent Technologies, a
manufacturer of computer systems, from October 1986 until its acquisition by
Unisys in December 1988. From June 1967 to October 1986, Mr. Yansouni served in
a variety of technical and management positions at Hewlett-Packard Company,
including Vice President and General Manager of the PC Group. He holds an
M.S.E.E. from Stanford University and a B.Sc. in electrical and mechanical
engineering from the Catholic University of Louvain, Belgium. Mr. Yansouni is
also a director of ActivCard, Informix Software, Inc. and Raychem Corporation.
A. George "Skip" Battle became a director of the Company in December
1995. Mr. Battle served from 1968 until his retirement in June 1995 in various
roles of increasing responsibility with Andersen Consulting. At the time of his
retirement, Mr. Battle was Managing Partner of Market Development. He was also a
member of Andersen Consulting's Executive Committee, Global Management Council
and Partner Income Committee. Prior to his position as Managing Partner of
Market Development, he served as Managing Partner of North American Planning and
Operations. Mr. Battle holds a B.A. in Economics with highest distinction from
Dartmouth College and an M.B.A. from the Stanford Business School where he held
McCarthy and University Fellowships. Mr. Battle is a director of Barra, Inc. and
Fair Isaac Company, and he is also currently a Senior Fellow at the Aspen
Institute.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of four regular
meetings and three special meetings during 1996. No directors attended fewer
than 75% of the total number of meetings of the Board of Directors or committees
of the Board of Directors held in 1996 during the period in which such directors
were members of the Board of Directors. The Board of Directors has an Audit
Committee and a Compensation Committee. The Board does not have a nominating
committee or any committee performing similar functions.
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<PAGE> 9
The Audit Committee, which currently consists of Messrs. Battle,
Yansouni and Still, held a total of five regular meetings and no special
meetings during 1996. This committee is primarily responsible for approving the
services performed by the Company's independent auditors and for reviewing and
evaluating the Company's accounting principles and its system of internal
accounting controls. The Compensation Committee, which currently consists of
Messrs. Battle, Yansouni and Still, held one meeting in 1996. The committee
reviews and approves the Company's executive compensation policy and plan.
BOARD COMPENSATION
Directors do not receive any cash compensation for their services as
members of the Board of Directors, however, non-employee directors are entitled
to receive a $500 travel allowance for each meeting they attend. Non-employee
directors are automatically granted annual options to purchase 4,000 shares of
the Company's Common Stock pursuant to the terms of the Company's 1992
Directors' Stock Option Plan (the "Directors' Plan"). Pursuant to the
Directors' Plan and prior to adjustment for the Company's two-for-one stock
split in November, 1996, Messrs. Still, Codd and Yansouni were each granted an
option to purchase 4,000 shares of Common Stock at an exercise price of $43.00
per share in January 1996. In addition, pursuant to the Directors' Plan and
prior to adjustment for the Company's two-for-one stock split in November 1996,
Mr. Battle was granted an option to purchase 20,000 shares of Common Stock at
an exercise price of $39.00 in December, 1995, when he became a member of the
Board of Directors. Officers are appointed by and serve at the discretion of
the Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Neither Messrs. Still, Battle nor Yansouni (the members of the
Company's Compensation Committee), is an executive officer of any entity for
which any executive officer of the Company serves as a director or a member of
the compensation committee. Mr. Still was an affiliate of a partnership and a
corporation with which the Company had business relationships. See "Certain
Transactions with Management."
PROPOSAL NO. 2
AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
The Company's Restated Certificate of Incorporation (the "Certificate"),
as currently in effect, provides that the Company is authorized to issue
160,000,000 shares of Common Stock, par value $.01 per share, and 2,000,000
shares of Preferred Stock, par value $.0l per share. On February 24, 1997, the
Board of Directors authorized an amendment to the Certificate to increase the
authorized number of shares of Common Stock to 320,000,000 shares.
Under the proposed amendment, the first paragraph of Article III of the
Certificate would be amended to read as follows:
This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock". The total
number of shares which the corporation is authorized to issue is Three
Hundred Twenty Two Million (322,000,000) shares. Three Hundred Twenty
Million (320,000,00) shares shall be Common Stock and Two Million
(2,000,000) shares shall be Preferred Stock, each with a par value of One
Cent ($.01).
As of March 14, 1997, 108,562,679 shares of Common Stock were issued and
outstanding. In addition, as of March 14, 1997, 30,218,724 shares were reserved
for future grant or for future issuance upon exercise of outstanding options
under the Company's Amended and Restated 1989 Stock Option Plan (the "1989 Stock
Option Plan"), 487,493 shares were reserved for issuance under the Company's Red
Pepper Stock Option Plan (the "Red Pepper Plan"), 965,154 shares were reserved
for future issuance under the Company's 1992 Employee Stock Purchase Plan (the
"1992 Purchase Plan"), 1,200,000 shares were reserved for future issuance under
the Company's 1992 Directors' Stock Option Plan (the "Directors' Option Plan")
and warrants to purchase 4,000,000 shares of Common Stock were outstanding.
PURPOSE AND EFFECT OF AMENDMENT
The principal purpose of the proposed amendment to the Certificate is to
authorize additional shares of Common Stock which will be available in the event
that the Board of Directors determines that it is necessary or appropriate to
effect future stock dividends or stock splits, to raise additional capital
through
7
<PAGE> 10
the sale of securities, to acquire another company or its business or
assets through the issuance of securities, or to establish a strategic
relationship with a corporate partner through the exchange of securities. In
determining the appropriate level of authorized shares of Common Stock, the
Board of Directors considered, among other factors, i) that as of March 14,
1997, 141,434,050 shares of Common Stock were issued or reserved for issuance,
thereby effectively encumbering substantially all of the 160,000,000 shares
presently authorized, ii) that in 1994, 1995 and 1996, the Company effected
two-for-one stock splits, iii) that were the Company to effect another
two-for-one stock split in the future, a minimum of 290,000,000 authorized
shares would be required, iv) that such splits facilitate absolute increases in
the employee stock option pool, which in turn, provides for broader employee
participation in the stock option program while simultaneously reducing (on a
percentage basis) the potential dilutive effect of aggregate grants to existing
shareholders, and v) that in the Board's opinion, at least 10% to 15% of the
Company's equity securities should be available as a contingency for any of the
aforementioned potential strategic transactions. If the proposed amendment is
adopted, 160,000,000 additional shares of Common Stock will be available for
issuance by the Board of Directors without any further stockholder approval,
although certain issuances of shares may require stockholder approval in
accordance with the requirements of the Nasdaq National Market or the Delaware
General Corporations Law. The holders of Common Stock have no preemptive rights
to purchase any stock of the Company. The additional shares might be issued at
such times and under such circumstances as to have a dilutive effect on
earnings per share and on the equity ownership of the present common
stockholders.
The flexibility of the Board of Directors to issue additional shares of
stock could enhance the Board's ability to negotiate on behalf of the
stockholders in a takeover situation. Although it is not the purpose of the
proposed amendment, the authorized but unissued shares of Common Stock (as well
as the authorized but unissued shares of Preferred Stock) also could be used by
the Board of Directors to discourage, delay or make more difficult a change in
the control of the Company. For example, such shares could be privately placed
with purchasers who might align themselves with the board in opposing a hostile
takeover bid. The issuance of additional shares might serve to dilute the stock
ownership of persons seeking to obtain control and thereby increase the cost of
acquiring a given percentage of the outstanding stock. The Company has
previously adopted certain measures that may have the effect of helping to
resist an unsolicited takeover attempt, including provisions in the 1989 Stock
Option Plan providing for the acceleration of exercisability of outstanding
options in the event of a sale of assets or merger if such options are not
assumed or substituted by the successor corporation, a dividend distributed to
the holders of the Company's Common Stock consisting of rights to purchase the
Company's Series A Participating Preferred Stock upon the terms and conditions
set forth in the Rights Agreement approved by the Board of Directors, provisions
of the Certificate authorizing the Board to issue up to 2,000,000 shares of
Preferred Stock with terms, provisions and rights fixed by the Board, and
provisions in the Certificate providing for the Board of Directors to be
classified into two classes serving staggered two year terms. The Board of
Directors is not aware of any pending or proposed effort to acquire control of
the Company.
VOTE REQUIRED
The approval of the amendment to the Certificate requires the
affirmative vote of a majority of the outstanding shares of Common Stock of the
Company. An abstention or non-vote is not an affirmative vote and, therefore,
will have the same effect as a vote against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE AN ADDITIONAL
160,000,000 SHARES OF COMMON STOCK.
8
<PAGE> 11
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young, independent auditors,
to audit the consolidated financial statements of the Company for the fiscal
year ending December 31, 1997, and recommends that the stockholders vote for
ratification of such appointment. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection.
Ernst & Young has audited the Company's financial statements since 1989.
Its representatives 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 A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT AUDITORS.
EXECUTIVE COMPENSATION
All securities underlying options and related per share information has
been adjusted to reflect two-for-one splits of the Company's Common Stock in
1994, 1995 and 1996.
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation
earned in each of the last three years by the Company's Chief Executive Officer
and each of the other four most highly compensated executive officers (the
"Named Executive Officers") in each respective year.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------------- ----------------------
Name and Other Annual Sec. Underlying
Principal Position Year Salary Bonus (1) Compensation (2) Options (#)
- - ------------------ ---- ------ --------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
David A. Duffield 1996 $220,000 $125,796 $4,482 60,000
President and Chief 1995 200,000 126,800 7,650 120,000
Executive Officer 1994 205,000 88,424 360 280,000
Aneel Bhusri 1996 125,000 112,511 3,095 40,000
Senior Vice President of
Product Strategy
Ronald E. F. Codd 1996 165,000 114,789 5,470 40,000
Senior Vice President of 1995 150,000 93,600 3,030 80,000
Finance & Administration 1994 140,000 60,387 360 160,000
Albert W. Duffield 1996 192,500 122,220 5,750 50,000
Senior Vice President of 1995 175,000 110,950 5,340 100,000
Worldwide Operations 1994 170,000 73,327 360 160,000
Kenneth R. Morris 1995 153,220 97,181 7,650 80,000
Senior Vice President and 1994 165,000 71,170 360 160,000
Chief Technology Officer
Margaret L. Taylor 1996 192,500 122,364 7,845 50,000
Senior Vice President of 1995 175,000 110,950 5,340 100,000
Development and 1994 167,500 72,249 360 200,000
Customer Services
- - -----------------
(1) Payments of bonuses are made pursuant to the Company's Executive Bonus Plan.
(2) Includes Company funded health benefit credits of $720, $720 and $360 in 1996,
1995 and 1994, respectively, and, beginning in 1995, Company matching
contributions to a non-qualified deferred compensation plan.
</TABLE>
9
<PAGE> 12
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
The following table sets forth, for each of the Named Executive
Officers, certain information concerning the exercise of stock options during
1996, including the year-end value of unexercised options:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Value Options at Fiscal Year-End (#) at Fiscal Year-End (1)($)
Name on Exercise (#) Realized (l)($) Exercisable/Unexercisable Exercisable/Unexercisable
- - ---- --------------- --------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
David A. Duffield - - 136,000/324,000 $5,831,650/$12,359,100
Aneel Bhusri 49,600 $1,244,224 4,480/155,520 198,449/5,748,548
Ronald E. F. Codd 156,000 4,276,750 212,000/264,000 10,035,750/10,716,500
Albert W. Duffield 171,000 4,096,344 596,000/834,000 27,959,002/37,640,377
Margaret L. Taylor 240,000 5,657,501 248,800/480,400 11,419,401/20,645,826
</TABLE>
- - --------------------
(1) Calculated by determining the difference between the closing price of the
Company's Common Stock as reported on the National Market on the date of
exercise or at December 31, 1996 ($47.9375), as applicable, and the exercise
price of such options.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth each grant of stock options made during
the year ended December 31, 1996 to each of the Named Executive Officers.
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------- Potential Realizable
% of Total Value at Assumed
Number of Options Annual Rate of Stock
Securities Granted to Price Appreciation for
Underlying Employees Exercise Option Term(4)
Options in Fiscal Price Expiration -------------
Name Granted(1)(#) Year(2) ($/share)(3) Date 5%($) 10%($)
---- ------------- ------- ------------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
David A. Duffield 60,000 1.08% $26.125 1/31/06 $985,792 $2,498,191
Aneel Bhusri 40,000 .72% 23.750 1/31/06 597,450 1,514,055
Ronald E. F. Codd 40,000 .72% 23.750 1/31/06 597,450 1,514,055
Albert W. Duffield 50,000 .90% 23.750 1/31/06 746,812 1,892,569
Margaret L. Taylor 50,000 .90% 23.750 1/31/06 746,812 1,892,569
</TABLE>
(1) These options vest in five equal annual installments commencing one year
from the date of grant.
(2) An aggregate of 5,538,768 options to purchase shares of the Company's Common
Stock were granted to employees in 1996.
(3) The exercise price and the tax withholding obligations related to exercise
may be paid by delivery of shares that are already owned or by offset of the
underlying shares, subject to certain conditions. All of the options have an
exercise price equal to 100% of the fair market value of the Company's
Common Stock on the date of grant, except that David A. Duffield's options
have an exercise price equal to 110% of the fair market value of the
Company's Common Stock on the date of grant.
(4) This column shows the hypothetical gains or "option spreads" of the options
granted based on assumed annual compound stock price appreciation rates of
5% and 10% over the full ten-year term of the option. The 5% and 10% assumed
rates of appreciation are mandated by the rules of the Securities and
Exchange Commission and do not represent the Company's estimated or
projected future prices of the Company's Common Stock.
10
<PAGE> 13
REPORT OF THE COMPENSATION COMMITTEE
The following is the Report of the Compensation Committee of the
Company, describing the compensation policies and rationale applicable to the
Company's executive officers with respect to the compensation paid to such
executive officers for the year ended December 31, 1996. The information
contained in the report shall not be deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission nor shall such information
be incorporated by reference into any future filing under the Securities Act of
1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), except to the extent that the Company
specifically incorporates it by reference into such filing.
The Compensation Committee (the "Committee") of the Board of Directors
of the Company is charged with the responsibility of reviewing all aspects
of the Company's executive compensation programs and administering the
Company's Stock Option Plan. In 1996, the members of the Committee were
Messrs. Still, Battle and Yansouni, all of whom are non-employee Directors
of the Company.
The Company's executive compensation programs are designed to attract
and retain executives who will contribute to the Company's long-term
success, to reward executives for achieving the Company's financial goals,
and to link executive compensation and stockholder interests through
equity-based plans. The Committee believes that strong financial
performance, on a sustained basis, is the most certain avenue through which
the Company can positively affect long-term stockholder return. Furthermore,
the Company believes that, in order to attract and retain the most qualified
executives in the industry, its compensation policies must be competitive
with other companies in the software industry, particularly those of
smaller or similar size and those located within the greater San Francisco
Bay Area.
The Company's executive compensation programs consist of base salary,
annual cash incentive compensation, long-term incentive compensation in the
form of stock options, and various benefits, including medical and savings
plans generally available to all employees of the Company. In addition, the
Company's executives are eligible to participate in two non-qualified
deferred compensation plans. Under the first plan, participants may elect to
defer part or all of their base and incentive cash compensation, which in
turn is invested in whole-life insurance policies owned by the Company. The
Company does not make any matching contributions to this plan. The second
plan, designed to provide the same benefits to executives as those provided
to all employees under the Company's qualified 401(k) Plan, allows
participants to defer any dollar amount or percentage of compensation which
in turn may be invested in a broad range of investment alternatives. Under
this plan, the Company provides matching contributions, subject to a maximum
amount of $7,125 in 1996 (the same amount as provided under the 401(k)
Plan), based on a participant's years of service and actual contributions.
Matching contributions vest ratably after two through five years of service,
and any unvested matching contributions are forfeited upon termination of
employment. Effective January 1, 1997, the two non-qualified plans were
combined into one plan which is available to all highly compensated
individuals within the Company. Although the executives are eligible to
participate under the Company's qualified 401(k) Plan, they are not
eligible for a matching Company contribution under that plan.
Compensation is reviewed and adjusted annually based principally on an
evaluation of individual contributions to corporate goals, comparable market
salary data, growth in the Company's size and complexity, internal
compensation equity considerations and the Company's performance. The
Company presently targets executive base compensation at roughly the 25th
percentile of comparable market salary data. Based on this review, Mr.
David A. Duffield's base pay was reduced by 2% in 1995 and increased by 10%
in 1996 and the base pay of the other named executive officers was
increased by an aggregate of 2% and 10% in 1995 and 1996, respectively.
The Company's annual management incentive bonus plan was initially
established in 1991 and covers the Chief Executive Officer and the other
senior executive officers. In 1996, such executives could earn up to a
maximum of 100% of their base salary in additional incentive compensation.
This level was arrived at based on a target level of incentive compensation
which is 25% above the industry average based on market survey data.
Subject to the Company attaining a minimum target level of operating
profitability, up to 90% of a person's base salary could be earned pursuant
to an objective formula based component and up to 20% could be awarded
under a subjective component, subject to a maximum total limit of 100% of
a person's base salary.
11
<PAGE> 14
If the Company's operating profit margin was below a minimum target
level, no incentive compensation could be earned. The formula based
component was based on a combination of the Company's operating profit
margin and certain other financial measures. In setting these operating
profit targets, the Company considered its historical performance and
underlying business model, and external as well as internal expectations
related to 1996 operating profits. Within the minimum and maximum operating
profit targets, incentive compensation was computed based on a weighted
combination of financial factors, including the Company's contracting
activity, total revenues, capital expenditures, accounts receivable days
sales outstanding (DSO), earnings per share (EPS) and organization expense
budget management. The financial factors were derived from one or a
combination of 1996 budget data, historical performance, or median
expectations of a group of brokerage firm analysts who publish earnings
forecasts for the Company and otherwise actively follow the Company.
Subjective bonuses were determined by the Company's CEO, Mr. David A.
Duffield, except for his subjective bonus which was determined by the
Committee. The Committee believes that the 1996 plan reflects the Company's
philosophy that no incentive compensation payments are merited for periods
during which the Company generally fails to meet analyst's expectations,
and that the maximum level of performance should be based on an aggressive
internal budget prepared by the Company which establishes challenging
operational goals for the Company.
Grants of stock options may be awarded to individual executives based on
their actual and potential contributions to the achievement of the Company's
long-term goals. The magnitude of such grants was based on merit and an
evaluation of market survey data on executive stock option granting
practices. The target level of stock option awards in 1996 was set at the
70th percentile of the industry average for stock option awards. In January
1996, options to purchase an aggregate of 170,000 shares of common stock
were granted to the Chief Executive Officer and the other executive officers
which, after giving effect to the Company's two-for-one stock split in
November 1996, became options to purchase 340,000 shares of common stock.
In 1996 Mr. David A. Duffield earned a base salary of $220,000 and cash
incentives of $125,796. Cash incentives for 1996 approximated 57% of his
base salary and were based on attaining the goals described above. Of the
170,000 options granted to the executive officers in January 1996, Mr.
Duffield received 30,000 options (with an exercise price of 110% of market
value of the common stock on the date of grant). This grant was primarily
based on the performance of the Company and Mr. Duffield's significant
contribution to that performance in terms of both leadership and strategic
vision.
Compensation Committee
George J. Still Jr.
A. George "Skip" Battle
Cyril J. Yansouni
12
<PAGE> 15
CERTAIN TRANSACTIONS WITH MANAGEMENT
During 1994, the Company licensed certain technology to PeopleMan, L.P.
and PeopleSoft Manufacturing, Inc. (collectively referred to as "PMI") in
exchange for 49.9% of the interests in PMI and exclusive distribution rights to
products developed by PMI. PMI was a joint venture engaged in developing new
applications to meet the demands of discrete manufacturers. Funding for PMI was
provided by Norwest Equity Partners IV, L.P. ("Norwest") in exchange for the
remaining interests in PMI. Mr. Still, a director of the Company, is also a
general partner, without management responsibility, of Norwest. During 1995,
in a transaction which under certain conditions may be cancelled, the Company's
interest in PMI was reduced by 8.9% to 41% by the addition of another partner,
Andersen Consulting, which contributed certain development services and
technologies to PMI. The Company had no obligation to provide funds to PMI, and
had an option to acquire a portion or all of the outstanding interests in PMI
in 1997 or 1999 at pre-determined prices. Pursuant to a services agreement, the
Company received $30,000, $120,000 and $90,000 in 1994, 1995 and 1996,
respectively, from the Partnership for administrative services. As of October
31, 1996, the Company held 41% of the ownership interests in PMI, and on
November 1, 1996, the Company acquired 100% of the outstanding equity interests
in PMI for $30.1 million. Significant components of the $30.1 million purchase
price include the issuance of common stock with a fair value of $14.4 million,
issuance of common stock options to PMI employees with a fair value of $7.6
million, issuance of a note payable (included in accrued liabilities) of $4.7
million, and forgiveness of debt and other consideration of $3.4 million.
The Company and a limited liability company ("LLC") entered into
agreements in 1995, whereby the LLC will provide up to $6 million to fund the
development of a suite of student information and administration system
applications ("SIS Software") and the Company is the exclusive distributor of
the SIS Software. Substantially all of the LLC's funds were provided equally by
Mr. David A. Duffield, the Company's founder and principal stockholder, and the
Student Loan Marketing Association ("Sallie Mae"), an independent strategic
business partner. The Company has no contractual obligation to provide funds to
the LLC and does not have a right to acquire any of the LLC's equity interests.
The Company will pay the LLC a royalty based on fees received from the licensing
of the SIS Software until the later of four years from the commercial release of
the SIS Software or when $12 million in cumulative royalties have been paid to
the LLC. The royalty rate was determined based on negotiations between the
Company and Sallie Mae. All ownership rights and interests in the SIS software
will transfer to the Company, upon the later of four years from the commercial
release of the SIS software or when $12 million in cumulative royalties have
been paid to the LLC. The software products are not yet generally available for
sale and no royalties were paid as of December 31, 1996. The LLC reimbursed the
Company $2.0 million in 1995 and $2.4 million in 1996 for development funding
advanced by the Company during the year and the Company was reimbursed $98,000
in 1995 and $65,700 in 1996 for interest on such advances.
In 1997, the Company may, at its option, require the LLC to fund certain
further development of the SIS Software and/or the development of two new
software products (New SIS Software). Should the Company exercise its option
with respect to the SIS Software, the royalty term would be extended an
additional year or until $17.0 million in cumulative royalties have been paid to
the LLC. Should the Company exercise its option with respect to the New SIS
Software, the Company would pay the LLC a royalty based on fees received from
the licensing of the New SIS Software until the later of four years from the
commercial release of the New Software or when $10.8 million in cumulative
royalties have been paid to the LLC.
13
<PAGE> 16
COMPANY PERFORMANCE
The following graph compares the cumulative total return on a percentage
basis to stockholders on the Company's Common Stock since November 18, 1992 (the
date the Company first became subject to the reporting requirements of the
Exchange Act) to the cumulative total return over such period of (i) the Nasdaq
National Market (U.S. Companies) Index ("Nasdaq - Total") and (ii) the Nasdaq
Computer and Data Processing Services Group Index ("Nasdaq - Software"). The
information contained in the Performance Graph shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act or the Exchange Act, except to the extent
that the Company specifically incorporates it by reference into such filing.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG PEOPLESOFT, INC.,
NASDAQ - SOFTWARE, AND NASDAQ - TOTAL
[CUMULATIVE TOTAL RETURN CHART]
Time intervals are not to scale.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act and regulations of the Securities and
Exchange Commission (the "SEC") thereunder require the Company's executive
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of initial ownership and
changes in ownership with the SEC. Based solely on its review of copies of such
forms received by the Company, or on written representations from certain
reporting persons that no other reports were required for such persons, the
Company believes that, during or with respect to the period from January 1, 1996
to December 31, 1996, all of the Section 16(a) filing requirements applicable to
its executive officers, directors and 10% stockholders were complied with.
OTHER MATTERS
The Company knows of no other matters to be addressed at the Annual
Meeting. If any other matters are properly addressed at the Annual Meeting, it
is the intention of the persons named in the accompanying proxy to vote the
shares represented in the manner as the Board of Directors may recommend.
THE BOARD OF DIRECTORS
BY: DAVID A. DUFFIELD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Dated: April 15, 1997
<PAGE> 17
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PEOPLESOFT, INC.
1997 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of PeopleSoft, Inc., a Delaware corporation
(the "Company"), hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated April 15, 1997, and hereby appoints
Ronald E. F. Codd and David A. Duffield, or either of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 1997 Annual Meeting
of Stockholders of PeopleSoft, Inc. to be held on May 27, 1997 at 10:00 a.m.
local time, at the PeopleSoft World Headquarters at 4440 Rosewood Drive,
Pleasanton, California, 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 below.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF CLASS I DIRECTORS, FOR THE
AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY TO 320,000,000, FOR
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE (SEE REVERSE SIDE)
<PAGE> 18
X Please mark votes as in this example.
1. To elect three (3) Class I directors of the Company each to serve for a
two-year term.
Class 1 Nominees: David A. Duffield, Edgar F. Codd and George J. Still,
Jr.
___ FOR ALL NOMINEES
___ WITHHELD FROM ALL NOMINEES
--------------------------------------------
___ For all nominees except as noted above
2. To ratify and approve the amendment to the Company's Restated Certificate of
Incorporation to increase the authorized number of shares of Common Stock of
the Company to 320,000,000.
___ FOR
___ AGAINST
___ ABSTAIN
3. To ratify the appointment of Ernst & Young LLP as independent auditors of
the Company for the fiscal year ending December 31, 1997.
___ FOR
___ AGAINST
___ ABSTAIN
4. To transact such other business as may properly come before the meeting or
any postponements or adjournments thereof.
Mark here for address change and note at left __.
Signature: Date:
---------------------------- --------------------
Signature: Date:
---------------------------- --------------------
