<PAGE> 1
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: /X/
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Materials
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
IMRS INC.
(Name of Registrant as Specified In Its Charter)
THE BOARD OF DIRECTORS OF REGISTRANT
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(3).
/ / $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:
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:
/ / 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> 2
[IMRS LOGO]
- - --------------------------------------------------------------------------------
777 Long Ridge Road
Stamford, CT 06902
Tel: 203-321-3500
Fax: 203-322-3904
October 17, 1994
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of IMRS Inc.
to be held at 9:00 A.M., Eastern time, Tuesday, November 15, 1994 at the Hyatt
Regency Greenwich, 1800 East Putnam Avenue, Old Greenwich, Connecticut.
The notice of meeting and proxy statement that follow describe the business
to be conducted at the meeting. Whether or not you plan to attend this meeting
in person, we urge you to sign and return the enclosed proxy so that your shares
will be represented and voted at the meeting. If you so desire, you can withdraw
your proxy and vote in person at the Annual Meeting.
Cordially,
/s/ JAMES A. PERAKIS
James A. Perakis
President and CEO
<PAGE> 3
IMRS INC.
777 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06902
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
TO THE STOCKHOLDERS OF IMRS Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of IMRS
Inc., a Delaware corporation (the "Company"), will be held on Tuesday, November
15, 1994 at 9:00 A.M., Eastern time, at the Hyatt Regency Greenwich, 1800 East
Putnam Avenue, Old Greenwich, Connecticut, for the following purposes:
1. To elect two members to the Board of Directors to serve for a three-year
term as Class I Directors.
2. To ratify the selection of the firm of Ernst & Young LLP as independent
auditors for the fiscal year ending June 30, 1995.
3. To consider and act upon an amendment to the Company's 1991 Non-Employee
Director Stock Option Plan.
4. To transact such other business as may properly come before the meeting
and any adjournments thereof.
Only stockholders of record at the close of business on September 30, 1994,
the record date fixed by the Board of Directors, are entitled to notice of and
to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors,
/s/ CRAIG M. SCHIFF
Craig M. Schiff
Secretary
Stamford, Connecticut
October 17, 1994
------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN
THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED STAMPED ENVELOPE BY RETURN
MAIL.
<PAGE> 4
IMRS INC.
777 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06902
PROXY STATEMENT
OCTOBER 17, 1994
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of IMRS Inc. (the "Company") for use at the
Annual Meeting of Stockholders of the Company to be held at the Hyatt Regency
Greenwich, 1800 East Putnam Avenue, Old Greenwich, Connecticut, on November 15,
1994, at 9:00 A.M., Eastern time, and any adjournments thereof (the "Meeting").
Only stockholders of record at the close of business on September 30, 1994
will be entitled to notice of and to vote at the Meeting. As of that date,
7,201,651 shares of Common Stock, par value $.01 per share, of the Company
("Common Stock") were outstanding and entitled to vote at the Meeting.
Stockholders are entitled to cast one vote for each share held of record at the
close of business on September 30, 1994 on each matter submitted to a vote at
the Meeting. Any stockholder may revoke a proxy at any time prior to its
exercise by filing a later-dated proxy or a written notice of revocation with
the Secretary of the Company, or by voting in person at the Meeting. If a
stockholder is not attending the Meeting, any proxy or notice should be returned
in time for receipt no later than the close of business on the day preceding the
Meeting.
At the Meeting, proposals to elect Messrs. Perakis and Greenfield as Class
I Directors, to amend the Company's 1991 Non-Employee Director Stock Option
Plan, and to ratify the selection of the firm of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending June 30, 1995 will be
subject to a vote of stockholders. Where a choice has been specified on the
proxy with respect to the foregoing matters, the shares represented by the proxy
will be voted in accordance with the specifications, and will be voted FOR the
proposal if no specification is indicated. The persons named as attorneys in the
proxies are directors and/or officers of the Company.
The Board of Directors of the Company knows of no other matters to be
presented at the Meeting. If any other matter should be presented at the Meeting
upon which a vote properly may be taken, shares represented by all proxies
received by the Board of Directors will be voted with respect thereto in
accordance with the judgment of the persons named in the proxies.
An Annual Report to Stockholders, containing audited financial statements
of the Company for the fiscal year ended June 30, 1994, is being mailed together
with this proxy statement to all stockholders entitled to vote. This proxy
statement and the accompanying notice and form of proxy were first sent or given
to stockholders on or about the date hereof.
<PAGE> 5
<TABLE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
- - -------------------------------------------------------------------------------------------------
The following table sets forth, as of September 15, 1994, certain information regarding beneficial
ownership of the Company's Common Stock (i) by each person who, to the knowledge of the Company,
beneficially owned more than 5% of the shares of Common Stock of the Company outstanding at such
date, (ii) by each director of the Company, (iii) by each Named Officer of the Company (as defined
below under the caption "COMPENSATION INFORMATION CONCERNING DIRECTORS AND OFFICERS -- Executive
Compensation Summary"), and (iv) by all directors and officers of the Company as a group.
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS OWNERSHIP(1) OF CLASS
- - ---------------- ------------ --------
<S> <C> <C>
Pilgrim Baxter Greig & Associates Ltd.(2)........................... 738,700 10.26%
1255 Drummers Lane
Suite 200
Wayne, PA 19807
Weiss, Peck & Greer(3).............................................. 549,500 7.63%
One New York Plaza
New York, NY 10004
James A. Perakis(4)................................................. 508,333 6.68%
c/o IMRS Inc.
777 Long Ridge Road
Stamford, CT 06902
Essex Investment Management Company, Inc.(5)........................ 464,925 6.46%
10 Post Office Square
Suite 1030
Boston, MA 02109
Crown Advisors, Ltd.(6)............................................. 425,800 5.91%
Crown-Glynn Advisors, Ltd.
Crown Capital Management, Ltd.
225 Broadway
New York, NY 10007
Berger Associates, Inc.(7).......................................... 400,000 5.55%
The One Hundred Fund, Inc.
210 University Boulevard
Suite 900
Denver, CO 80206
Marco Arese Lucini.................................................. 50,000 *
Gary G. Greenfield(8)............................................... 2,000 *
Harry S. Gruner(9).................................................. 12,000 *
William W. Helman IV(10)............................................ 7,719 *
Aldo Papone......................................................... 2,000 *
Robert W. Thomson(11)............................................... 7,000 *
Gordon O. Rapkin(12)................................................ 67,500 *
Terence W. Rogers(13)............................................... 12,802 *
David M. Sample(14)................................................. 91,500 1.25%
Craig M. Schiff(15)................................................. 135,500 1.85%
All officers and directors as a group (14 persons)(16).............. 1,081,698 13.36%
<FN>
- - ---------------
* less than 1%.
</TABLE>
2
<PAGE> 6
(1) The persons and entities named in the table have sole voting and investment
power with respect to all shares shown as beneficially owned by them,
except as noted below.
(2) With respect to information reported relating to Pilgrim Baxter Greig &
Associates Ltd., the Company has relied upon information supplied by such
entity in a Schedule 13G filing dated May 5, 1994. The stockholder
disclaims beneficial ownership of certain of these shares.
(3) With respect to information relating to Weiss, Peck & Greer, the Company
has relied on information supplied by such entity in a Schedule 13G filing
dated February 11, 1994. The stockholder disclaims beneficial ownership of
these shares.
(4) Includes options to purchase 408,333 shares of Common Stock.
(5) With respect to information reported relating to Essex Investment
Management Company, Inc., the Company has relied on information supplied by
such entity in a Schedule 13G filing dated July 7, 1994. The stockholder
disclaims beneficial ownership of certain of those shares, which are held
on a discretionary basis for the accounts of clients of the stockholder.
(6) With respect to information relating to Crown Advisors, Ltd., Crown-Glynn
Advisors, Ltd. and Crown Capital Management, Ltd., the Company has relied
on information supplied by such entities in Schedule 13G filings dated
February 16, 1994.
(7) With respect to information reported relating to Berger Associates, Ltd.
and The One Hundred Fund, Inc., the Company has relied upon information
supplied by such entities in a Schedule 13G filing dated February 14, 1994.
These stockholders disclaim beneficial ownership of certain of these
shares.
(8) Consists of options to purchase Common Stock.
(9) Includes options to purchase 8,000 shares of Common Stock.
(10) Includes options to purchase 2,000 shares of Common Stock.
(11) Includes options to purchase 2,000 shares of Common Stock.
(12) Includes options to purchase 66,000 shares of Common Stock.
(13) Includes options to purchase 12,500 shares of Common Stock.
(14) Consists of options to purchase Common Stock.
(15) Includes options to purchase 124,320 shares of Common Stock.
(16) Includes options to purchase 892,403 shares of Common Stock.
ELECTION OF DIRECTORS
- - --------------------------------------------------------------------------------
Pursuant to the Company's Certificate of Incorporation, the Company's Board of
Directors is divided into three classes -- Class I, II and III Directors. Each
director is elected for a three year term of office, with one class of directors
being elected at each annual meeting of stockholders. Each director holds office
until his successor is elected and qualified or until his earlier death,
resignation or removal.
The nominees for Class I Directors, Messrs. Perakis and Greenfield, are
presently serving as directors of the Company. Shares represented by all proxies
received by the Board of Directors and not so marked as to withhold authority to
vote for any individual director (by writing that individual director's name
where indicated on the proxy) or for all directors will be voted (unless one or
both nominees are unable or unwilling to serve) FOR the election of the nominees
for Class I Directors named below. The Board of Directors knows of no reason why
such nominees would be unable or unwilling to serve, but if such should be the
case, proxies may be voted for the election of some other person.
3
<PAGE> 7
The information below sets forth the current members of the Board of
Directors, including the nominees for Class I Directors:
NOMINEES TO SERVE AS DIRECTORS FOR A TERM EXPIRING AT THE 1997 ANNUAL MEETING OF
STOCKHOLDERS (CLASS I DIRECTORS):
James A. Perakis
Mr. Perakis, age 50, has served as Chief Executive Officer and as a
director of the Company since September 1985 and as President since
December 1987. Mr. Perakis is also Chairman of the Board of Directors and a
member of the Compensation Committee. From 1983 to September 1985, Mr.
Perakis served as Senior Vice President and General Manager of Chase
Decision Systems, a division of Interactive Data Corporation, a developer
and marketer of mainframe software for planning and financial applications.
From 1979 to 1983, Mr. Perakis was Chief Financial Officer of Interactive
Data Corporation, a supplier of data and software to financial and
corporate markets. Mr. Perakis is also a director of MapInfo Corporation, a
publicly-held company.
Gary G. Greenfield
Mr. Greenfield, age 39, was elected to the Board in June 1992; he is a
member of the Audit Committee. He currently serves as Executive Vice
President, Chief Operating Officer at INTERSOLV Inc. He is also a director
of INTERSOLV, a publicly-held company. Mr. Greenfield joined Sage Software
(which merged with INDEX Technology in 1991 to form INTERSOLV) in 1987 as
Vice President of Marketing. Prior to that he served as President of Frey
Associates Inc., a provider of artificial intelligence software and
services.
DIRECTORS SERVING FOR A TERM EXPIRING AT THE 1995 ANNUAL MEETING OF STOCKHOLDERS
(CLASS III DIRECTORS):
Harry S. Gruner
Mr. Gruner, age 35, has served as a director of the Company since
October 1989; he is a member of the Compensation and Stock Option
Committees. Mr. Gruner is a Principal of JMI, Inc., where he has been
employed since November 1992. From August 1986 to October 1992, Mr. Gruner
was a Principal of Alex. Brown & Sons Incorporated, which firm served as
the lead manager of the Company's initial public offering in November 1991.
Mr. Gruner is a director of Brock Control Systems, Inc., a publicly-held
company.
Robert W. Thomson
Mr. Thomson, age 44, has served as a director of the Company since
1981. Since January 1988, Mr. Thomson has also served as a consultant to
the Company. Mr. Thomson was the founder of the Company, and served as its
Chief Executive Officer until September 1985 and as President until
December 1987.
DIRECTORS SERVING FOR A TERM EXPIRING AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS
(CLASS II DIRECTORS):
Marco Arese Lucini
Mr. Arese Lucini, age 44, served as Vice President -- International
from June 1988 to December 1992 and has served as a director of the Company
since August 1985; he is a member of the Audit Committee. From 1979 to June
1988, Mr. Arese Lucini served as Managing Director of Fienco S.p.A., a
software company based in Milan, Italy.
4
<PAGE> 8
William W. Helman IV
Mr. Helman, age 36, has served as a director of the Company since
August 1991; he is a member of the Compensation and Stock Option
Committees. For the past five years, Mr. Helman has been a general partner
of Greylock Equity Limited Partnership, Greylock Limited Partnership,
Greylock Capital Limited Partnership, and Greylock Investment Limited
Partnership. Mr. Helman serves as a director of Filene's Basement
Corporation, Vertex Pharmaceuticals Incorporated, and several
privately-held companies.
Aldo Papone
Mr. Papone, age 62, has served as a director of the Company since
April 1994; he is currently a Senior Advisor to the American Express
Company. During 1989 and 1990, he was Chairman and Chief Executive Officer
of the American Express Travel Related Services Company. Mr. Papone is
currently a director of the American Express Company, Springs Industries,
Inc. and The Body Shop International plc.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company met four times during the fiscal year
ended June 30, 1994. The Board of Directors has a standing Audit Committee, a
standing Compensation Committee and a standing Stock Option Committee, the
memberships of which were most recently fixed by the Board of Directors on June
30, 1994. The Audit Committee, which oversees the accounting and financial
functions of the Company, including matters relating to the appointment and
activities of the Company's independent auditors, met two times during fiscal
1994. Messrs. Arese Lucini and Greenfield are the members of the Audit
Committee. The Compensation Committee of the Company, which establishes and
administers the Company's executive compensation programs, met four times during
fiscal 1994. Messrs. Perakis, Gruner and Helman are the members of the
Compensation Committee. The Stock Option Committee, which administers the
Company's 1991 Stock Plan and 1991 Employee Stock Purchase Plan, met two times
during fiscal 1994. Messrs. Gruner and Helman are the members of the Stock
Option Committee. Each of the directors attended at least 75% of the aggregate
of all meetings of the Board of Directors and of all committees on which he
serves.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Perakis, a member of the Compensation Committee, is also the President and
Chief Executive Officer of the Company.
DIRECTOR COMPENSATION
For their service on the Board, the Company paid each of Directors Greenfield
and Gruner $10,000 in fiscal 1994. In addition, each member of the Board of
Directors is reimbursed for expenses incurred in connection with each Board or
Committee meeting attended. Beginning with fiscal year 1995, each non-employee
director (which group excludes any director who, for more than $100,000
annually, provides goods or services to the Company under a separate agreement
or retainer) will be paid $10,000 per year and will also be paid $1,250 for each
meeting of the Board of Directors attended. Non-employee Directors also receive
stock options under the Company's 1991 Non-Employee Director Stock Option Plan
(the "Director Plan"). See "COMPENSATION INFORMATION CONCERNING DIRECTORS AND
OFFICERS -- Non-Employee Director Stock Options" and "AMENDMENT OF 1991
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN" for a discussion of the Director Plan.
In addition, the Company paid consulting fees of approximately $132,000 in
fiscal 1994 to International Interactive Media, Ltd. ("IIM") pursuant to a
consulting agreement. Mr. Thomson is the principal shareholder of IIM.
5
<PAGE> 9
REPORT ON EXECUTIVE COMPENSATION BY THE COMPENSATION
AND STOCK OPTION COMMITTEES OF THE BOARD OF DIRECTORS
- - --------------------------------------------------------------------------------
To Our Stockholders:
The Compensation and Stock Option Committees of the Board of Directors
(together, the "Committee") with the exception of Mr. Perakis, who is a member
of the Compensation Committee, are comprised of Directors who are not employees
of the Company. The Committee is responsible for establishing and administrating
the Company's executive compensation programs. The Committee, excluding Mr.
Perakis, develops annual and long-term objectives for Mr. Perakis and
establishes his compensation.
The philosophy underlying the development and administration of the Company's
executive compensation policies is the alignment of the interests of executive
management with those of the stockholders. Key elements of this philosophy are:
- Providing the executive with a base salary that is competitive with
executive base salaries for comparable companies in its industry and
geographical area to enable the Company to attract and retain highly
qualified executive officers.
- Establishing a discretionary incentive compensation program that delivers
bonus pay commensurate with (i) the Company's performance, as measured by
operating, financial and strategic objectives and (ii) the executive's
performance, as measured against organizational and management objectives
and the degree to which teamwork and Company values are fostered.
- Providing significant equity-based incentives for executives, in the form
of stock options, to ensure that they are motivated over the long term to
respond to the Company's business challenges and opportunities from an
ownership standpoint.
Base salaries of the five highest paid executives are listed on the
Executive Compensation Summary table found on page 8. Executive base salaries
were established in employment agreements effective for fiscal 1994 between the
Company and the executive officer. On an annual basis, the Committee reviews
these salaries and, while it is not required to, it may in its discretion
increase the base salaries. Increases typically have been based on merit, and
have also been made when necessary so that base salaries remain competitive when
compared to other software companies of comparable size and relative
geographical location. (In the performance graph that follows this report, the
Company's performance is compared to that of companies classified under SIC Code
7372 -- prepackaged software companies. Competitors considered relevant for
compensation comparison purposes do not include some companies within SIC Code
7372 and include some companies that are not within that SIC Code class.) The
amount of increases in base salaries also depends upon the Committee's
subjective judgment as to the executive's contribution to Company performance,
both in terms of performance against goals and changes in job content and
responsibilities.
The incentive compensation program is a vehicle by which executives can
earn additional compensation depending upon Company and individual performance
relative to specified annual objectives. Each year the President establishes,
with the approval of the Committee, a list of objectives for each department and
for the Company as a whole. The departmental objectives generally represent
specific tasks and qualitative objectives, such as the implementation of
specified programs or the strengthening of specified aspects of department
performance, rather than quantitative targets. At the end of the year, a bonus
may be paid to each executive officer depending upon the relative success of
their department in achieving its goals for that year, and, more importantly, on
Company-wide growth in revenues and net income. The Board of Directors believes
such growth is critical to the Company's fundamental goal of building
stockholder value. The amount of the bonus
6
<PAGE> 10
is not determined pursuant to any formula, but rather is established
subjectively by the Committee in its discretion.
The purpose of stock option grants is to align executives' interests with
stockholder goals -- to provide additional incentives to executive officers and
other key employees to work, not just for the near term but as well for the long
term, to maximize stockholder value. As a result, executives are considered
every two years for stock option grants, and it is the Company's policy to
weight total compensation heavily toward equity compensation through stock
options. Options are generally granted at fair market value and, with respect to
options granted since the Company's initial public offering, become exercisable
ratably over 3 to 4 year periods. The actual number of stock options granted to
executives is not determined pursuant to any formula, but rather they are
awarded subjectively by the Committee in its discretion.
COMPANY PERFORMANCE AND CEO COMPENSATION
Mr. Perakis' base compensation was established pursuant to the terms of a
three-year employment agreement dated August 1, 1993, which provides for annual
increases in base salary, at the discretion of the Committee, not to exceed 10
percent in any year. In 1993, the Committee (without the participation of Mr.
Perakis) increased Mr. Perakis' base salary by approximately 6 percent; in 1994,
Mr. Perakis' base salary increased by approximately 7 percent pursuant to his
current employment agreement. Mr. Perakis' employment agreement also provides
for the payment of an annual performance bonus, and stipulates that prior to
September 30 of each year, Mr. Perakis must submit to the independent members of
the Committee, for approval, a formula on which Mr. Perakis' bonus, if any, for
such fiscal year will be based. In approving any formula, the Committee (without
the participation of Mr. Perakis) must take into account the Company's progress
in meeting its business plan, including profitability and revenue growth
projections as well as the compensation packages of chief executive officers of
comparable companies of similar size in the software industry. This agreement
further stipulates that for fiscal 1994, Mr. Perakis' performance bonus would be
approximately 40% of his base salary for fiscal 1994, provided that the Company
achieved all of the goals relating to the Company's business plan for 1994.
These included operating, financial and strategic objectives, including
profitability and revenue growth goals. Mr. Perakis was awarded a bonus of
approximately 40% for fiscal 1994, because the Committee concluded that each of
these goals had been met, and in many cases exceeded.
Over the past five years the Company has realized significant year-to-year
growth in revenues and earnings. As a result of the Company's performance and
his individual contribution, Mr. Perakis was granted, at fair market value, the
options reflected in the Executive Compensation Summary table on page 8. This
grant of options was not subject to a discrete weighting of specific criteria.
MEMBERS OF THE COMMITTEE:
HARRY S. GRUNER (Compensation And Stock Option Committees)
WILLIAM W. HELMAN IV (Compensation And Stock Option Committees)
JAMES A. PERAKIS (Compensation Committee Only)
7
<PAGE> 11
COMPENSATION INFORMATION CONCERNING DIRECTORS AND OFFICERS
- - --------------------------------------------------------------------------------
<TABLE>
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth information concerning the compensation for services
in all capacities to the Company for the fiscal years ended June 30, 1994, 1993 and
1992, of those persons who were at June 30, 1994 (i) the Chief Executive Officer and
(ii) each of the four most highly compensated executive officers of the Company who
earned more than $100,000 in salary and bonus in fiscal year 1994 (with the Chief
Executive Officer, collectively, the "Named Officers"):
<CAPTION>
LONG TERM
ANNUAL COMPENSATION(1) COMPENSATION(2)
NAMES AND ------------------------- -----------------
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(3) OPTIONS/AWARDS(#)
------------------ ---- --------- ----------- -----------------
<S> <C> <C> <C> <C>
James A. Perakis 1994 $234,000 $ 95,000 100,000
President and CEO 1993 219,000 75,000 --
1992 207,000 91,000 60,000
Terence W. Rogers 1994 $188,000 $ 71,000 302
Executive Vice President 1993 -- -- 50,000
1992 -- -- --
David M. Sample 1994 $160,000 $ 240,000 20,000
Senior Vice President 1993 137,000 125,000 5,000
1992 130,000 120,000 30,000
Gordon O. Rapkin 1994 $150,000 $ 41,000 15,000
Vice President -- 1993 137,000 36,000 --
Product Management and Planning 1992 130,000 41,000 30,000
Craig M. Schiff 1994 $136,000 $ 40,000 15,000
Vice President -- 1993 123,000 32,000 --
Products and Services 1992 113,000 35,000 30,000
<FN>
- - ---------------
(1) Excludes perquisites and other personal benefits, the aggregate annual amount of which for each
officer was less than the lesser of $50,000 or 10% of the total of annual salary and bonus reported.
(2) The Company did not grant any restricted stock awards or stock appreciation rights or make any long
term incentive plan payouts during fiscal 1994.
(3) Bonuses are reported in the year earned, even if actually paid in a subsequent year.
</TABLE>
<TABLE>
STOCK OPTIONS GRANTED DURING LAST FISCAL YEAR
The following table sets forth information concerning options granted during the fiscal year ended June 30, 1994
to the Named Officers as reflected in the Executive Compensation Summary table above:
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT
TOTAL ASSUMED ANNUAL RATES
OPTIONS OF STOCK PRICE
GRANTED TO APPRECIATION
OPTIONS EMPLOYEES EXERCISE OR FOR OPTION TERM(1)
GRANTED IN FISCAL BASE PRICE EXPIRATION -------------------------
NAME (#) YEAR ($/SHARE) DATE 5%($) 10%($)
---- ------- ---------- ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
James A. Perakis(2)............ 100,000 26.2% $ 18.50 7/20/03 $1,122,732 $2,883,580
Terence W. Rogers(3)........... 302 0.1% $ 19.50 -- -- --
David M. Sample(4)............. 20,000 5.2% $ 22.00 4/5/04 $ 284,858 $ 714,215
Gordon O. Rapkin(4)............ 15,000 3.9% $ 22.00 4/5/04 $ 213,644 $ 535,662
Craig M. Schiff(4)............. 15,000 3.9% $ 22.00 4/5/04 $ 213,644 $ 535,662
</TABLE>
8
<PAGE> 12
- - ---------------
(1) Amounts reported in this column represent hypothetical amounts that may be
realized upon exercise of the options immediately prior to the expiration of
their term assuming the specified compounded rates of appreciation of the
Company's Common Stock over the term of the options. These numbers are
calculated based on rules promulgated by the Securities and Exchange
Commission (the "Commission") and do not reflect the Company's estimate of
future stock price growth. Actual gains, if any, on stock option exercises
and Common Stock holdings are dependent on the timing of such exercise 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 amounts reflected will be received by the individuals.
(2) The options have terms of ten years from the date of grant and become
exercisable as to 33% of the shares covered thereby on each anniversary of
the date of grant until such options are fully exercisable. Sixteen
thousand, two hundred and fifteen of these options qualify as incentive
options under Section 422 of the Internal Revenue Code.
(3) Represents shares granted and exercised under the Company's 1991 Employee
Stock Purchase Plan.
(4) These options have terms of ten years from the date of grant and become
exercisable as to 25% of the shares covered thereby on each anniversary of
the date of grant until such options are fully exercisable. These options do
not qualify as incentive options under Section 422 of the Internal Revenue
Code.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is further information with respect to options to purchase the
Company's Common Stock granted to the Named Officers, including (i) the number
of shares of Common Stock purchased upon exercise of options in 1994, (ii) the
net value realized upon such exercise, (iii) the number of unexercised options
outstanding at June 30, 1994, and (iv) the value of such unexercised options at
June 30, 1994:
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND OPTION VALUES OF UNEXERCISED OPTIONS
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES JUNE 30, 1994(#) JUNE 30, 1994($)(2)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James A. Perakis...... 100,000 $1,864,027 433,333 66,667 $ 7,262,222 $ 200,001
Terence W. Rogers..... 302 $ 1,963 12,500 37,500 $ 43,750 $ 131,250
David M. Sample....... -- $ -- 100,250 31,250 $ 1,528,938 $ 57,187
Gordon O. Rapkin...... 1,500 $ 28,500 66,000 22,500 $ 989,625 $ 30,000
Craig M. Schiff....... -- $ -- 132,720 22,500 $ 2,232,180 $ 30,000
<FN>
- - ---------------
(1) Amounts disclosed in this column do not reflect amounts actually received by the Named Officers but are calculated
based on the difference between the fair market value of the Company's Common Stock on the date of exercise and
the exercise price of the options. Named Officers will receive cash only if and when they sell the Common Stock
issued upon exercise of the options and the amount of cash received by such individuals is dependent on the price
of the Company's Common Stock at the time of such sale.
(2) Value is based on the difference between the option exercise price and the fair market value at fiscal year-end
1994 ($21.50 per share) multiplied by the number of shares underlying the option.
</TABLE>
NON-EMPLOYEE DIRECTOR STOCK OPTIONS
Each non-employee Director of the Company is eligible to participate in the
Company's 1991 Non-Employee Director Stock Option Plan (the "Director Plan").
The Director Plan authorizes the grant of options for a maximum of 100,000
shares of Common Stock. The number of shares of Common Stock issuable under the
Director Plan or subject to outstanding options is subject to adjustment for
changes in the Company's Common Stock. Under current provisions of the Director
Plan, each non-employee director automatically receives an option for 3,000
shares on the date of his or her election and an option for 3,000 shares on each
successive third anniversary of such date.
9
<PAGE> 13
The exercise price per share of options granted under the Director Plan is
100% of the fair market value of the Company's Common Stock on the date the
option is granted. Options expire on the tenth anniversary of the date of option
grant, and vest in three equal annual installments beginning on the first
anniversary of the date of grant. Options may not be assigned or transferred
except by will or by the laws of descent or distribution and are exercisable
only while the optionee is serving as a director of the Company or within 90
days after the optionee ceases to serve as a director of the Company (except
that if a director dies or becomes disabled while serving as a director of the
Company, the option is exercisable until the scheduled expiration date of the
option).
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total stockholder return on the Company's Common Stock for the period beginning
with the Company's initial public offering on October 25, 1991 through June 30,
1994, with the cumulative total return on the S&P 500 Index and the Company's
Peer Group. The comparison assumes $100 was invested on October 25, 1991 in the
Company's Common Stock at the $12.50 initial offering price, in the S&P 500
Index and with the Company's Peer Group and assumes reinvestment of dividends,
if any.
<TABLE>
COMPARISON OF FIVE YEAR*
CUMULATIVE TOTAL RETURN**
AMONG IMRS INC., S&P 500 INDEX AND THE COMPANY'S PEER GROUP***
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) IMRS S&P 500 PEER GROUP
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 134 106 106
1993 156 117 124
1994 172 115 133
<FN>
- - ---------------
* Prior to October 25, 1991, the Company's Common Stock was neither
publicly-traded nor registered under Section 12 of the Securities Exchange
Act of 1934. Comparative data is provided only for the period since that
date.
** Cumulative Total Return assumes reinvestment of dividends.
*** Peer Group is based on SIC Code 7372 -- prepackaged software companies.
</TABLE>
The stock price performance shown on the graph above is not necessarily
indicative of future price performance. Information used in the graph was
obtained from Star Services, Inc., a source believed to be reliable, however,
the Company is not responsible for any errors or omissions in such information.
10
<PAGE> 14
PROPOSAL TO AMEND THE 1991 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
- - --------------------------------------------------------------------------------
The Director Plan was adopted by the Board of Directors of the Company and
approved by the Company's stockholders on September 5, 1991. It is now proposed
to approve an amendment to change the automatic grant of options under the
Director Plan to an annual grant of a fully vested option to purchase 2,000
shares of Common Stock, with new non-employee directors receiving their first
grant under the Director Plan on their first anniversary date as a director of
the Company and with existing non-employee directors receiving their first grant
of options for 2,000 shares of Common Stock on their next scheduled automatic
grant date under the Director Plan as it exists, before amendment. In addition,
under the Director Plan, as proposed to be amended, once a non-employee director
has served as a director for a period of two years, he or she shall receive a
one-time grant of options to purchase 5,000 shares of Common Stock, subject to a
three-year, pro-rata vesting schedule; provided that this provision shall not
apply to directors who: (a) once served as an officer of the Company, (b)
directly or indirectly beneficially own, or have or share voting or investment
power over, greater than one percent of the outstanding voting stock of the
Company or (c) received upon election to the Board of Directors of the Company
after November 1, 1991 a special one-time stock option grant. Management
believes that such Director Plan would promote the interests of the Company by
providing the Company with adequate means to attract and retain qualified
persons to serve as non-employee directors. The number of option shares
authorized to be granted under the Director Plan, 100,000 shares of Common
Stock, will not be changed under the proposed amendment of the Director Plan.
Administration. The Director Plan is currently administered by the Board
of Directors, although the Director Plan authorizes the appointment of a
committee to administer it. The Board of Directors, subject to the provisions of
the Director Plan, has the power to construe the Director Plan, to determine all
questions thereunder and to adopt and amend such rules and regulations for the
administration of the Director Plan as it may deem desirable.
Shares Subject to the Plan. The Director Plan authorizes the grant of
options for a maximum of 100,000 shares of Common Stock. The number of shares of
Common Stock issuable under the Director Plan or subject to outstanding options
is subject to adjustment for changes in the Company's Common Stock. The
aggregate market value of shares of Common Stock issuable upon exercise of
options under the Director Plan was $177,500 based upon the last sale price for
shares of Common Stock as reported on the NASDAQ National Market System on
September 15, 1994.
Eligibility; Automatic Grant of Options Under the Director Plan. Options
are granted pursuant to the Director Plan only to directors who are neither
employees nor officers of the Company. Each non-employee director elected on or
before December 1, 1991 (Messrs. Gruner, Helman and Thomson) automatically
received in December 1991 an option for 3,000 shares at an exercise price of
$13.38 per share, and, under the Director Plan as proposed to be amended, each
will automatically receive an option for an additional 2,000 shares on December
1, 1994 and each anniversary of December 1 thereafter. In June 1992, Mr.
Greenfield received an option for 3,000 shares at an exercise price of $14.00
per share; under the Director Plan as proposed to be amended, Mr. Greenfield
will automatically receive an option for an additional 2,000 shares in June 1995
and in each June thereafter. In April 1994, Mr. Papone received, under the
Company's 1991 Stock Plan, an option for 10,000 shares at an exercise price of
$25.00 per share; under the Director Plan as proposed to be amended, Mr. Papone
will automatically receive an option for an additional 2,000 shares in April
1995 and each April thereafter. In addition, under the Director Plan as proposed
to be amended, each of Messrs. Gruner, Helman, and Greenfield would be eligible
to receive a one-time grant of 5,000 options. Each non-employee director first
elected to the Board of Directors after December 1, 1991 would receive an option
for 2,000 shares on the first anniversary of the date of his or her election and
an option for 2,000 shares on each anniversary of such date.
11
<PAGE> 15
Option Price, Duration and Vesting. The exercise price per share of
options granted under the Director Plan is 100% of the fair market value of the
Company's Common Stock on the date the option is granted. Options under the
Director Plan, as proposed to be amended, are vested when granted, excepting
one-time grants of 5,000 option shares to non-employee directors who have served
for two years, which options vest pro-rata over three years from the date of
grant. All options expire on the tenth anniversary date of the option grant.
Under the current Director Plan, options vest in three equal annual installments
beginning on the first anniversary of the date of grant.
Non-Assignability; Effect of Termination or of Death or
Disability. Options may not be assigned or transferred except by will or by the
laws of descent or distribution and are exercisable only while the optionee is
serving as a director of the Company or within 90 days after the optionee ceases
to serve as a director of the Company (except that if a director dies or becomes
disabled while serving as a director of the Company, the option is exercisable
until the scheduled expiration date of the option).
Exercise of Options. An option granted pursuant to the Director Plan may
be exercised in whole or in part by written notice to the Company accompanied by
payment in full of the exercise price. The Director Plan permits the optionee
(subject to such restrictions and guidelines as the Board may adopt from time to
time) to pay all or part of the exercise price by delivering shares of Common
Stock of the Company valued at fair market value.
Termination and Amendment of the Director Plan. The Director Plan
automatically terminates when all options granted thereunder have terminated.
The Board of Directors may at any time terminate the Director Plan or make such
modification or amendment thereof as it may deem advisable, but the Board of
Directors may not, without approval by the Company's stockholders (a) increase
the maximum number of shares for which options may be granted under the Director
Plan or the number of shares for which an option may be granted to any
participating director thereunder; (b) change the provisions of the Director
Plan regarding the termination of the options or the times when they may be
exercised; (c) change the period during which any options may be granted or
remain outstanding under the Director Plan on the date on which the Director
Plan terminates; (d) change the designation of the class of persons eligible to
receive options, or otherwise change the provisions of the Director Plan
regarding the exercise price of options; (e) materially increase benefits
accruing to option holders under the Director Plan; or (f) cause Rule 16b-3 of
the Exchange Act to become inapplicable to the Director Plan. Termination or any
modification or amendment of the Director Plan may not, without consent of a
participant, affect his or her rights under an option previously granted to him
or her.
NEW PLAN BENEFITS
Set forth below are the number of options that would have been granted to each
of the following persons or groups for fiscal 1994 under the Director Plan, as
proposed to be amended, had such Director Plan been so amended immediately prior
to fiscal 1994: Each of (i) the Chief Executive Officer of the Company, (ii) the
other Named Officers, (iii) the executive officers of the Company, as a group
and (iv) the employees of the Company that are not executive officers, as a
group, would have received no options under the Director Plan. The non-employee
directors of the Company, as a group, would have received options for 10,000
shares, which options would have had no value at June 30, 1994 because the
excercise price for such options would have been greater than the market price
of the Company's Common Stock on June 30, 1994.
12
<PAGE> 16
FEDERAL INCOME TAX CONSEQUENCES
The following general rules are applicable under current Federal income tax
law to the Director Plan:
(1) The director does not recognize any income upon the grant of an
option, and the Company does not receive any tax deduction by reason of
such grant.
(2) The director generally will recognize ordinary compensation income
at the time of exercise of the option in an amount equal to the excess of
the fair market value of the shares on the date of exercise over the
exercise price. In general, the Company should be entitled to a tax
deduction in the year in which compensation income is recognized by the
director in the amount of such compensation income.
(3) When a director sells Common Stock acquired by exercise of an
option, he or she generally will recognize capital gain or loss in an
amount equal to the difference between the amount realized upon the sale of
the shares and his or her tax basis in the shares (generally, the exercise
price plus the amount taxed to the director as compensation income as a
result of his or her exercise of the option). If the director's holding
period for the shares exceeds one year, such gain or loss will be long-term
capital gain or loss.
(4) If a director exercises an option by delivering shares of the
Company's Common Stock to the Company in exchange for the Common Stock
received upon exercise of the option, capital gain or loss on the
previously held stock will not be recognized at the time of the exchange.
Special rules, however, will apply to the stock acquired by exercise of the
option.
CERTAIN TRANSACTIONS
- - --------------------------------------------------------------------------------
The Company paid consulting fees of approximately $132,000 in fiscal 1994 to
International Interactive Media, Ltd. ("IIM"), formerly named Natcom Consulting
Services Ltd., pursuant to a consulting agreement that expires on December 31,
1994. Robert W. Thomson, a director of the Company, is the principal shareholder
of IIM. The consulting agreement provides that Mr. Thomson will carry out IIM's
duties under the agreement. Such duties include advisory functions related to
development of enhancements to existing software products of the Company. Under
the agreement, Mr. Thomson is required to devote up to 17 hours per week for no
more than 46 weeks per year to the performance of IIM's duties.
In February 1991, the Company entered into a Software Development and
License Agreement (as amended, the "Software Development Agreement") with
Teknedata S.R.L. ("Teknedata"). A former director of the Company is a principal
of Teknedata. Pursuant to the Software Development Agreement, the Company agreed
to pay Teknedata a fee of $245,000 payable on achievement by Teknedata of
specified milestones, to contribute to the development of the current version
and a new release of the Company's IMRS OnTrack product. In addition, the
Company agreed to pay royalties to Teknedata based on revenues derived from IMRS
OnTrack from April 22, 1991 through the date of commercial release of a product
incorporating Teknedata-developed programs, and a higher royalty thereafter
based on revenues derived from products in which Teknedata's modifications are
incorporated. The Company paid Teknedata aggregate fees of approximately
$651,000 in fiscal 1994.
The Company has adopted a policy whereby all future transactions between
the Company and its principal officers, directors and affiliates will be on
terms no less favorable to the Company than could be obtained from unrelated
third parties and will be approved by a majority of the disinterested members of
the Company's Board of Directors.
REPORTS ABOUT OWNERSHIP OF THE COMPANY'S COMMON STOCK
- - --------------------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports
13
<PAGE> 17
of ownership and changes in ownership with the Securities Exchange Commission
and the NASDAQ National Market System. Officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish the Company with
all 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during fiscal year 1994
all filing requirements applicable to its officers, directors, and greater than
ten percent beneficial owners were complied with.
RATIFICATION OF SELECTION OF AUDITORS
- - --------------------------------------------------------------------------------
The Board of Directors has selected the firm of Ernst & Young LLP to serve as
independent auditors for the fiscal year ending June 30, 1995. Ernst & Young LLP
has served as the Company's independent auditors since fiscal 1985. It is
expected that a member of the firm will be present at the meeting with the
opportunity to make a statement if so desired and will be available to respond
to appropriate questions. The Board of Directors recommends a vote FOR the
ratification of this selection.
VOTE REQUIRED
- - --------------------------------------------------------------------------------
Only stockholders of record as of September 30, 1994 will be entitled to vote at
the meeting and any adjournments thereof. As of that date 7,201,651 shares of
Common Stock of the Company were issued and outstanding. The holders of Common
Stock are entitled to one vote per share on any proposal presented at the
meeting. Stockholders may vote in person or by proxy. Execution of a proxy will
not in any way affect a stockholder's right to attend the meeting and vote in
person. Any stockholder giving a proxy has the right to revoke it by written
notice to the Secretary of the Company at anytime before it is exercised, or by
voting in person at the meeting.
The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the meeting is necessary
to constitute a quorum for the transaction of business. Votes withheld from any
nominee, abstentions and broker "non-votes" are counted as present or
represented for purposes of determining the presence or absence of a quorum for
the meeting. A "non-vote" occurs when a nominee holding shares for a beneficial
owner votes on one proposal, but does not vote on another proposal because, in
respect of such other proposal, the nominee does not have discretionary voting
power and has not received instructions from the beneficial owner. In the
election of directors, the nominees receiving the highest number of affirmative
votes of the shares present or represented and entitled to vote at the meeting
shall be elected as directors. On all other matters being submitted to
stockholders, an affirmative vote of a majority of the shares present or
represented and voting on each such matter is required for approval. An
automated system administered by the Company's transfer agent tabulates the
votes. The vote on each matter submitted to stockholders is tabulated
separately. Abstentions are included in the number of shares present or
represented and voting on each matter. Broker "non-votes" are not so included.
The persons named as attorneys in the proxies are directors and/or officers
of the Company. All properly executed proxies returned in time to be counted at
the meeting will be voted as stated above under "Election of Directors." Any
stockholder giving a proxy has the right to withhold authority to vote for any
individual nominee to the Board of Directors by writing that nominee's name in
the space provided on the proxy. In addition to the election of directors, the
stockholders will consider and vote upon proposals to amend the Company's 1991
Non-Employee Director Stock Option Plan and to ratify the selection of auditors,
all as further described above. Where a choice has been specified on the proxy
with respect to the foregoing matters, the shares represented by the proxy will
be voted in accordance with the specifications and will be voted FOR if no
specification is indicated.
14
<PAGE> 18
The Board of Directors of the Company knows of no other matters to be
presented at the meeting. If any other matter should be presented at the meeting
upon which a vote properly may be taken shares represented by all proxies
received by the Board of Directors will be voted with respect thereto in
accordance with the judgment of the persons named as attorneys in the proxies.
STOCKHOLDER PROPOSALS
- - --------------------------------------------------------------------------------
Proposals of stockholders intended for inclusion in the proxy statement to be
furnished to all stockholders entitled to vote at the next annual meeting of
stockholders of the Company must be received at the Company's principal
executive offices not later than May 30, 1995. In order to curtail controversy
as to the date on which a proposal was received by the Company, it is suggested
that proponents submit their proposals by Certified Mail -- Return Receipt
Requested.
EXPENSES AND SOLICITATION
- - --------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company, and in
addition to soliciting stockholders by mail through its regular employees, the
Company may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Company registered
in the names of a nominee and, if so, will reimburse such banks, brokers and
other custodians, nominees and fiduciaries for their reasonable out-of-pocket
costs. Solicitation by officers and employees of the Company may also be made of
some stockholders in person or by mail, telephone or telegraph following the
original solicitation.
15
<PAGE> 19
IMRS Inc.
Proxy for Annual Meeting of Stockholders
to be held on November 15, 1994
---------------------------------------------------
SOLICITED BY MANAGEMENT
-----------------------
The undersigned hereby appoints James A. Perakis, Craig M. Schiff and
Lucy Rae Ricciardi, and each of them singly, with full power of substitution,
as proxies to vote all shares of stock of IMRS Inc. (the "Company") of which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
the Company to be held on Tuesday, November 15, 1994 at 9:00 A.M., Eastern
time, at the Hyatt Regency Greenwich, 1800 East Putnam Avenue, Old Greenwich,
Connecticut, and at any adjournment thereof, upon matters set forth in the
Notice of Annual Meeting dated October 17, 1994, a copy of which has been
received by the undersigned.
1. To elect James A. Perakis and Gary G. Greenfield as Class I Directors to
serve a three-year term.
For _______ Against _______
(Instruction: To vote against one of these
nominees, check "For" and write the name of
the nominee being voted against on the space
provided below)
____________________________________________
2. To ratify the selection of Ernst & Young LLP as the auditor of the Company
for the fiscal year ending June 30, 1995.
For _______ Against _______
3. To amend the Company's 1991 Non-Employee Director Stock Option Plan.
For _______ Against _______
<PAGE> 20
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN, THEY WILL BE VOTED FOR THE PROPOSALS.
Date: _________ __, 1994
Signature(s): _________________________________
_________________________________
(If stock is held jointly, each
owner should sign.)
PLEASE PRINT NAMES: _________________________________
_________________________________
<PAGE> 21
APPENDIX A TO IMRS, INC. PROXY STATEMENT
FOR 1994 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The following resolution was adopted by the Board of Directors of
IMRS, Inc. on April 14, 1994:
RESOLVED, that, subject to stockholder approval at the annual meeting
of stockholders next following the end of fiscal year ending June 30,
1994, the 1991 Non-Employee Director Stock Option Plan (the "Plan") be
and is hereby amended to better suit its purpose to promote the
interests of the Corporation by providing an inducement to obtain and
retain the services of qualified persons who are not employees or
officers of the Corporation to serve as members of its Board of
Directors: (i) change the automatic grant of options under the Plan to
an annual grant of 2,000 fully vested option shares, with new
non-employee directors receiving their first grant under the Plan on
their first anniversary date as a director of the Corporation and with
qualified existing non-employee directors receiving their first 2,000
option share grant on their next automatic grant date under the Plan as
it exists, before amendment and (ii) add a one-time grant provision
applicable to non-employee directors, as defined, once they have served
as such a director for a period of two years excluding directors who:
(a) once served as an officer of the Corporation, (b) directly or
indirectly beneficially owns or has or shares voting or investment
power over greater than 1% of the outstanding voting shares of the
Corporation or (c) received upon election to the Board of Directors of
the Corporation after November 1, 1991 a special one-time stock option
grant. The grant shall be equal to 5,000 "non-qualified" option
shares, which shall vest in equal annual installments over a three-year
period.
