<PAGE> 1
SCHEDULE 14A INFORMATION
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 sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
ARDENT SOFTWARE, INC.
(Name of Registrant as Specified In Its Charter)
ARDENT SOFTWARE, INC.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
ARDENT SOFTWARE, INC.
50 WASHINGTON STREET
WESTBORO, MASSACHUSETTS 01581-1021
April 3, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Ardent Software, Inc., which will be held on Wednesday, April 30, 1998, at the
offices of the Company, 50 Washington Street, Westboro, Massachusetts, at 3:00
p.m.
The following Notice of Annual Meeting of Stockholders and Proxy Statement
describes the items to be considered by the stockholders and contains certain
information about the Company and its directors and executive officers.
Please sign and return the enclosed proxy card as soon as possible in the
envelope provided so that your shares can be voted at the meeting in accordance
with your instructions. Even if you now plan to attend the meeting, we urge you
to sign and return the proxy card. You can revoke it at any time before it is
exercised at the meeting and vote your shares personally if you attend.
We look forward to seeing you.
Sincerely,
PETER GYENES
Chairman of the Board
<PAGE> 3
ARDENT SOFTWARE, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 30, 1998
The Annual Meeting of Stockholders of Ardent Software, Inc. (the "Company")
will be held at the offices of the Company, 50 Washington Street, Westboro,
Massachusetts on Wednesday, April 30, 1998 at 3:00 p.m. for the following
purposes:
1. To elect two directors, each for a three year term.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on March 31, 1998 will be
entitled to vote at the meeting.
By Order of the Board of Directors
R. N. HOEHN
Secretary
Dated: April 3, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE IN
ORDER THAT YOUR SHARES MAY BE REPRESENTED.
<PAGE> 4
ARDENT SOFTWARE, INC.
50 WASHINGTON STREET
WESTBORO, MASSACHUSETTS 01581-1021
508/366-3888
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
This proxy statement is furnished to the holders of common stock of Ardent
Software, Inc. (the "Company") in connection with the solicitation of proxies to
be voted at the Annual Meeting of Stockholders to be held on April 30, 1998 and
at any adjournment of that meeting. The enclosed proxy is solicited on behalf of
the Board of Directors of the Company. Each properly signed proxy will be voted.
A person giving the enclosed proxy has the power to revoke it, at any time
before it is exercised at the meeting, by written notice to the Secretary of the
Company, by sending a later dated proxy, or by revoking it in person at the
meeting.
The approximate date on which this proxy statement and the enclosed proxy
will first be sent to stockholders is April 3, 1998. The Company's Annual Report
to Stockholders for 1997 is being mailed together with this proxy statement.
Only holders of common stock of record on the stock transfer books of the
Company at the close of business on March 31, 1998 (the "record date") will be
entitled to vote at the meeting. There were 14,734,312 shares of common stock
outstanding on the record date.
Each share of common stock is entitled to one vote. A plurality of the
shares voting is required for the election of directors. No vote may be taken at
the meeting, other than a vote to adjourn, unless a quorum has been constituted
consisting of the representation of a majority of the outstanding shares as of
the record date. Votes will be tabulated by the Company's transfer agent subject
to the supervision of persons designated by the Board of Directors as
inspectors.
All shares represented at the meeting, by holders present either in person
or by proxy, will be deemed to be represented for purposes of constituting a
quorum. Shares which are represented at the meeting but as to which the holder
abstains from voting or has no voting authority in respect of a particular
matter (such as in the case of a broker non-vote) will not be deemed to be voted
on such matter and will not be the equivalent of negative votes on such matter.
<PAGE> 5
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as of February 14, 1998 as to
shares of the Company's Common Stock beneficially owned by (i) each of its
directors, (ii) the executive officers named in the summary compensation table
below, and (iii) all of its current directors and executive officers as a group.
Except as otherwise indicated, each person has sole investment and voting power
with respect to the shares owned.
<TABLE>
<CAPTION>
PERCENT OF
COMMON STOCK OUTSTANDING
NAME BENEFICIALLY OWNED(1) SHARES
---- --------------------- -----------
<S> <C> <C>
Robert G. Claussen.......................................... 117,926 *
James T. Dresher............................................ 2,910,140(2) 20.5%
Martin T. Hart.............................................. 67,016 *
Robert M. Morrill........................................... 400,660 2.8
Peter Gyenes................................................ 204,831 1.4
David W. Brunel............................................. 345,821 2.4
Charles F. Kane............................................. 103,022 *
Cornelius P. McMullan....................................... 100,000 *
Jason E. Silvia............................................. 100,000 *
James K. Walsh.............................................. 139,818 1
All current directors and executive officers as a group (15
persons).................................................. 5,049,601(2) 32.7
</TABLE>
- ---------------
* Less than 1.0% of the outstanding Common Stock
(1) Includes shares which may be acquired by exercise of stock options within
sixty days after February 14, 1998 by the directors and executive officers
individually and as a group as follows: Mr. Claussen, 13,000; Mr. Hart,
22,382; Mr. Morrill, 140,000; Mr. Gyenes, 200,000; Mr. Brunel, 44,765; Mr.
Kane, 100,000; Mr. McMullan, 100,000; Mr. Silvia, 100,000; Mr. Walsh,
82,500; and all current directors and executive officers as a group,
1,242,097. Of those shares, 681,431 would be fully vested as to all
directors and executive officers within that sixty day period, and the
holders would have investment and voting powers; the remaining shares would
be subject to vesting, and the holders would have voting but not investment
powers until the shares vested.
(2) Includes 1,785,362 shares held by Glenangus Holdings Corp., a private
investment company, of which Mr. Dresher is the controlling stockholder.
2
<PAGE> 6
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth, to the knowledge of the Company, the only
beneficial owners of more than 5% of the Common Stock. This information is as of
February 14, 1998 and is based solely on Schedule 13G filings made with the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF SHARES OUTSTANDING
NAME AND ADDRESS BENEFICIALLY OWNED SHARES
---------------- ------------------ -----------
<S> <C> <C>
James T. Dresher............................................ 2,910,140(1) 20.5%
1339 East MacPhail Road
Bel Air, MD 21015
T. Rowe Price Associates, Inc............................... 730,001(2) 5.1%
100 E. Pratt Street
Baltimore, MD 21202
</TABLE>
- ---------------
(1) Includes 1,785,362 shares held by Glenangus Holdings Corp., a private
investment company, of which Mr. Dresher is the controlling stockholder.
(2) Shares are held by various investors, including T. Rowe Price Small Cap
Value Fund ("TRP Fund"), a registered investment company, for which T. Rowe
Price Associates Inc. ("TRP") serves as advisor. TRP has sole voting power
with respect to 46,000 and sole dispositive power with respect to all such
shares. TRP Fund has sole voting power with respect to 650,000 of such
shares.
ELECTION OF DIRECTORS
(ITEM 1 OF NOTICE)
There are currently six members of the Board of Directors, divided into
three classes with terms expiring respectively at the 1998, 1999 and 2000 annual
meetings of stockholders. The Board has fixed the number of directors at six and
nominated Messrs. Dresher and Morrill, whose terms are expiring, for re-election
for three year terms expiring at the 2001 Annual Meeting and when their
successors are elected and qualified. The shares represented by the enclosed
proxy will be voted to elect the two nominees unless such authority is withheld
by marking the proxy to that effect or the proxy is marked with the names of
directors as to whom authority to vote is withheld. Each of the nominees has
agreed to serve, but in the event a nominee becomes unavailable for any reason,
the proxy, unless authority has been withheld as to that nominee, may be voted
for the election of a substitute.
The following information is furnished with respect to each nominee for
election as a director and for each director whose term of office will continue
after the meeting.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
DIRECTOR EXPERIENCE DURING LAST FIVE YEARS;
NAME AND AGE AS OF FEBRUARY 14, 1998 SINCE DIRECTORSHIPS OF PUBLIC COMPANIES
- ------------------------------------ -------- ----------------------------------
<S> <C> <C>
NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 2001
Robert M. Morrill, 60................
1984 Mr. Morrill was Chairman of the Board from 1984
through February 1998, and was Chief Executive
Officer and President of the Company from March 1996
through March 1997. He has been a private investor
since 1991. He is a director of Stratus Computer,
Inc., a manufacturer of fault-tolerant computers.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
DIRECTOR EXPERIENCE DURING LAST FIVE YEARS;
NAME AND AGE AS OF FEBRUARY 14, 1998 SINCE DIRECTORSHIPS OF PUBLIC COMPANIES
- ------------------------------------ -------- ----------------------------------
<S> <C> <C>
James T. Dresher, 78.................
1998 Mr. Dresher became a director upon the merger of
Unidata, Inc. into the Company in February 1998. Mr.
Dresher was Chairman of the Board and Chief
Executive Officer of Unidata from 1991 until
February 1998. Mr. Dresher was also Chairman of DW
Zimmerman Manufacturing Co., a material handling
equipment manufacturer, from 1989 to 1996. Since
1990, he has been Chief Executive Officer and a
director of Edgewood Corporation, a private land
development company, and, since 1991, President,
Treasurer and sole shareholder of Glenangus Holdings
Corp., a private investment company. Mr. Dresher is
a director of National-Dilwell, a manufacturer and
distributor of oil field supplies and drilling
equipment.
DIRECTORS WHOSE TERMS EXPIRE IN 1999
David W. Brunel, 42.................. 1998 Mr. Brunel became President upon the merger of
Unidata, Inc. into the Company in February 1998. He
was President and Chief Operating Officer and a
director of Unidata from its inception in 1988 until
February 1998.
Peter Gyenes, 52..................... 1997 Mr. Gyenes has been an executive officer of the
Company since May 1996, serving as Executive Vice
President, International Operations through October
1996, Executive Vice President, Worldwide Sales from
October 1996 through March 1997, and, from April
1997, President and Chief Executive Officer, and
from February 1998, Chairman of the Board. From May
1995 to May 1996, he was President and Chief
Executive Officer of Racal InterLan Inc., a supplier
of local area networking products. From 1994 to May
1995, he was President of the American Division of
Fibronics International, Inc., a data communication
supplier, and from 1990 to 1993 he was Vice
President and General Manager of the international
operations and minicomputer business unit of Data
General Corporation, a manufacturer of computer
equipment. He is a director of Enteractive, Inc., a
supplier of multimedia software.
DIRECTORS WHOSE TERMS EXPIRE IN 2000
Robert G. Claussen, 61............... 1987 Mr. Claussen has been, since 1989, the Chairman of
the Board and Chief Executive Officer of Claussen
Co., a real estate development company, and managing
general partner of several real estate development
partnerships affiliated with Claussen Co.
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
DIRECTOR EXPERIENCE DURING LAST FIVE YEARS;
NAME AND AGE AS OF FEBRUARY 14, 1998 SINCE DIRECTORSHIPS OF PUBLIC COMPANIES
- ------------------------------------ -------- ----------------------------------
<S> <C> <C>
Martin T. Hart, 62................... 1998 Mr. Hart became a director upon the merger of
Unidata, Inc. into the Company in February 1998.
Since 1969 Mr. Hart's principal occupation has been
a private investor. Mr. Hart is a director of P.J.
America, Inc., a food service company, MassMutual
Corporate Investors, an investment company,
MassMutual Participation Investors, Inc., an
investment company, Schuler Homes, Inc., a builder
of homes, Optical Securities Group, Inc., a
manufacturer of security systems, Pacific Financial
Group, a bank holding company, and T Netiks, Inc., a
communications company.
</TABLE>
BOARD AND COMMITTEE MEETINGS
The Board of Directors has Audit, Compensation and Nominating Committees.
The Audit Committee reviews the internal accounting procedures of the
Company and consults with and reviews the services provided by the Company's
independent auditors. The directors currently serving on the Audit Committee are
Messrs. Dresher and Morrill. The Audit Committee held four meetings in 1997.
The Compensation Committee reviews and recommends to the Board the
compensation and benefits of all officers of the Company and reviews general
policy relating to compensation and benefits of employees of the Company. The
Compensation Committee also administers the issuance of stock options. The
directors currently serving on the Compensation Committee are Messrs. Claussen
and Hart. The Compensation Committee held five meetings in 1997.
The Nominating Committee establishes criteria and procedures for the
selection of nominees for election to the Board of Directors. The directors
currently serving on the Nominating Committee are Messrs. Dresher and Morrill.
The Nominating Committee did not meet in 1997.
During 1997, the Board held six meetings. Each incumbent director attended
at least 75% of the aggregate number of the meetings of the Board and the
meetings of the committees of the Board on which he served.
5
<PAGE> 9
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth compensation received
by the two persons who served as the Company's chief executive officer during
1997 and the four other most highly compensated executive officers who were
serving as such on December 31, 1997. The table details compensation received
for services rendered to the Company during the fiscal years ended December 31,
1997, 1996 and 1995.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION SHARES UNDER
NAME AND -------------------- OPTIONS ALL OTHER
PRINCIPAL POSITION SALARY(1) BONUS AWARDED COMPENSATION(1)(2)
ON 12/31/97 YEAR ($) ($) (#) ($)
- ------------------ ---- --------- ------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Robert M. Morrill(3)............. 1997 66,616 40,000 15,000 --
Chairman of the Board 1996 87,704 -- 125,000 --
1995 -- -- -- --
Peter Gyenes(4).................. 1997 233,077 150,000 75,000 81,613
President and Chief 1996 99,904 -- 125,000 77,716
Executive Officer 1995 -- -- -- --
Charles F. Kane(5)............... 1997 162,939 50,000 -- 41,804
Vice President, Finance and 1996 158,675 -- 25,000 38,798
Chief Financial Officer 1995 11,540 -- 75,000 --
Cornelius P. McMullan............ 1997 170,827 50,000 100,000 --
Vice President, 1996 -- -- -- --
International Operations 1995 -- -- -- --
Jason E. Silvia.................. 1997 162,937 45,000 -- 32,299
Vice President, Sales and 1996 165,000 -- 100,000(6) 35,302
Services 1995 164,517 -- 15,000 38,920
James K. Walsh................... 1997 172,813 40,000 15,000 66,476
Vice President, Administration, 1996 175,000 -- 47,500(6) 58,911
New Business Development and 1995 174,132 -- 15,000 65,531
General Counsel
</TABLE>
- ---------------
(1) Salary includes amounts deferred by the named executive officer, and All
Other Compensation includes the Company's contribution, under the Company's
deferred compensation and profit-sharing plan established pursuant to
Section 401(k) of the Internal Revenue Code. The plan covers substantially
all domestic employees of the Company and allows each participant to
contribute up to 15% of his or her base wage up to an amount not to exceed
an annual statutory maximum ($9,500 in 1997). The Company matches
contributions in an amount equal to 50% of the contributions of each
participant in excess of 2% of such participant's annual compensation up to
4% of such participant's annual compensation.
(2) All Other Compensation includes, for each of the executive officers except
Messrs. McMullan and Morrill, the value, projected on an actuarial basis, of
the benefit to the executive of the premium paid by the Company during the
year on an insurance policy on the life of the executive purchased in
connection with a split-dollar agreement. Each policy is a whole-life policy
to be paid in ten equal annual premiums, which the Company has agreed to pay
so long as the executive continues to be employed by the Company and, in
certain circumstances, including the occurrence of change-in-control events,
thereafter. The Company has certain rights to borrow against each policy and
the right to receive an amount equal to all premiums paid by it not later
than upon the death of the respective executive. The executives have the
right to borrow certain amounts under the policies and to receive the
respective death benefits net of premium amounts paid by the Company. The
benefits in 1997 were: Mr. Gyenes, $78,613; Mr. Silvia,
6
<PAGE> 10
$39,299; Mr. Walsh, $63,476; and Mr. Kane, $38,804. All Other Compensation
also includes, for Mr. Gyenes, $30,000 which he received in May 1996 as
compensation for joining the Company.
(3) Commencing in March 1996, Mr. Morrill became President and Chief Executive
Officer of the Company. He ceased to be President and CEO on March 31, 1997.
The number of shares under options awarded to Mr. Morrill in 1997 does not
include the issuance of a nonqualified stock option for the purchase of
125,000 shares, which was granted to Mr. Morrill in April 1997 upon his
ceasing to serve as an employee of the Company, in replacement of an
incentive stock option, for the same number of shares and at the same
exercise price, granted to him in 1996 when he became an employee.
(4) Mr. Gyenes was first employed by and became an executive officer of the
Company in May 1996. Mr. Gyenes became President and Chief Executive Officer
on April 1, 1997, succeeding Mr. Morrill.
(5) Mr. Kane was first employed by and became an executive officer of the
Company in November 1995.
(6) Includes 65,000 shares for Mr. Silvia and 30,000 shares for Mr. Walsh under
options issued in exchange for options previously issued having higher
exercise prices.
SEVERANCE ARRANGEMENTS ON CHANGE-IN-CONTROL.
The Company has a policy providing that each of its executive officers,
including the officers (other than Mr. Morrill) named in the Summary
Compensation Table, will, upon termination of their employment within one year
following a change-in-control of the Company (other than voluntary termination
or termination for cause), be entitled to severance compensation equal to one
year's salary and any applicable planned discretionary bonus. For purposes of
the policy, the merger with Unidata in February 1998 constituted a
change-in-control of the Company.
OPTION GRANTS TABLE
The following option grants table sets forth information with respect to
stock options granted by the Company to the named executive officers in the
fiscal year ended December 31, 1997. All of such options were exercisable
immediately upon grant but the underlying shares were subject to vesting over at
least a three year period beginning on the date of grant, subject to
acceleration upon certain change-in-control events. If the options are exercised
to purchase unvested shares, such shares, until vested, may not be sold and are
subject to repurchase by the Company at the exercise price.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------- POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED RATES OF
OPTIONS STOCK PRICE APPRECIATION
SHARES UNDER GRANTED TO FOR OPTION TERM(1)
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION --------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH.) DATE 5%($) 10%($)
- ---- ------------ ------------ -------------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Morrill........... 15,000(2) 1.6 6.625 4/2/07 62,496 158,378
Peter Gyenes................ 75,000 8.2 6.25 4/1/07 294,794 747,067
Charles F. Kane............. -- -- -- -- -- --
Cornelius P. McMullan....... 100,000 10.9 6.625 1/28/07 416,643 1,055,855
Jason E. Silvia............. -- -- -- -- -- --
James K. Walsh.............. 15,000 1.6 5.875 4/3/07 55,421 140,449
</TABLE>
- ---------------
(1) As required by the rules of the Securities and Exchange Commission,
potential values are stated based on the prescribed assumption that the
common stock of the Company will appreciate in value from the date of grant
to the end of the option term at rates (compounded annually) of 5% and 10%,
respectively, and therefore do not reflect past results and are not intended
to forecast possible future appreciation, if any, in the price of the common
stock.
(2) The number of shares under options awarded to Mr. Morrill in 1997 does not
include the issuance of a nonqualified stock option for the purchase of
125,000 shares, which was granted to Mr. Morrill in April 1997 upon his
ceasing to serve as an employee of the Company, in replacement of an
incentive stock
7
<PAGE> 11
option, for the same number of shares and at the same exercise price,
granted to him in 1996 when he became an employee.
OPTION EXERCISE AND YEAR-END VALUE TABLE
The following option exercise and year-end value table sets forth
information regarding the exercise of stock options by the named executive
officers during the fiscal year ended December 31, 1997 and the number and
unrealized value or spread (the difference between the exercise price and the
market value) of unexercised options held by such officers on December 31, 1997.
All of such options were then exercisable, but some of the underlying shares
were subject to vesting over a five year period, subject to acceleration upon
certain change of control events.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES UNDER UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR END(#) AT FISCAL YEAR END($)
ACQUIRED ON VALUE ------------------------------ ----------------------------
NAME EXERCISE REALIZED VESTED UNVESTED TOTAL VESTED UNVESTED TOTAL
- ---- ----------- -------- ------- --------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert M. Morrill....... -- -- 71,945 68,055 140,000 72,883 72,743 145,626
Peter Gyenes............ -- -- 41,250 158,750 200,000 52,656 219,219 271,875
Charles F. Kane......... -- -- 40,000 60,000 100,000 59,531 87,344 146,875
Cornelius P. McMullan... -- -- 18,333 81,667 100,000 25,208 112,292 137,500
Jason E. Silvia......... -- -- 50,028 49,972 100,000 19,072 31,553 50,625
James K. Walsh.......... -- -- 38,708 43,792 82,500 125,151 45,162 170,313
</TABLE>
DIRECTOR COMPENSATION
Each director who is not also an employee of the Company is paid a
quarterly fee of $2,000. Such directors are also paid $1,000 for each Board
meeting and $500 for each committee meeting attended. Directors also are
reimbursed for traveling costs and other out-of-pocket expenses incurred in
connection with meeting attendance. Under the Company's 1991 Director Stock
Option Plan, each non-employee director is automatically entitled to receive
upon first joining the Board an option for the purchase of 15,000 shares of the
Company's common stock and on January 31 of each year thereafter an option for
the purchase of 10,000 shares, in each case exercisable, subject to a three year
vesting period (subject to acceleration upon certain change-in-control events),
at a price per share equal to fair market value at the date of grant. However,
each of the current non-employee directors received on January 31, 1998 an
option for the purchase of 5,000 shares in lieu of an option for any higher
number of shares to which they may have been entitled.
8
<PAGE> 12
BOARD COMPENSATION COMMITTEE REPORT
The overall policy for compensating executive officers has been based upon
the following three principles:
1. Aggregate compensation should be sufficiently competitive within
the software industry to retain and, when necessary, attract executives
capable of leading the Company.
2. The executive officers of the Company, other than the Chief
Executive Officer, should function and succeed as a team and, therefore,
there should not be significant differences in compensation among those
officers.
3. A portion of aggregate compensation should depend upon the
achievement of Company goals.
The main components of the Company's executive compensation program are
salary, bonuses and stock options. Executives are also eligible to participate
in various benefit programs provided to all full time employees, including
401(k) and employee stock purchase plans. In addition, the committee instituted
in early 1993 a split-dollar life insurance program for executive officers.
Salary and Bonuses. The Committee's objective has been to fix levels of
salary plus bonus opportunity for executive officers at the average levels for
comparable companies within the software industry. Based upon review of various
surveys of compensation within the industry, the Committee believes that this
objective has generally been achieved. Because one of the Company's overall
principles for compensating executive officers, other than the Chief Executive
Officer, has been that there should not be significant differences in
compensation among those officers, the Committee's comparison of the Company's
compensation levels with those of other companies has been done on an aggregate
rather than position by position basis.
Executive salaries have been fixed based upon subjective consideration of
several factors, principally including salary levels of comparable companies in
the industry. Each of the executives (except for the Chief Executive Officers,
see discussion below) has been paid a salary which differs by less than 10% from
the average executive salary.
At the beginning of each year, the Committee establishes a bonus pool
opportunity for certain employees (other than sales and certain sales support
personnel, who receive commissions and bonuses based upon sales). The actual
bonus pool is determined based upon pre-tax profits in excess of certain minimum
levels. The pool is allocated by the Committee among eligible employees,
including executive officers, based upon the employee's position and relative
contribution during the year, among other relevant factors.
Stock Options. The Committee believes that equity ownership by executive
officers, as well as by other employees, provides an important long-term
incentive for retention and team-oriented performance. Executive officers, as
well as other employees of the Company, have historically been given, at the
time of initial hiring, some form of equity ownership opportunity, most recently
in the form of incentive stock options. Such equity has generally been subject
to vesting over several years. From time to time executive officers have been
given additional equity opportunities. The number of shares for which options
were granted to certain executive officers in 1997 was determined by the
Committee based upon consideration of several factors, including the performance
of the officers, the options previously granted to such officers, and the
options granted to executive officers by comparable companies in the industry.
Mr. Morrill's Compensation. When Mr. Morrill became President and Chief
Executive Officer in 1996, he stated to the Compensation Committee that his
objective was to increase the value of his stock in the Company and that he did
not require a salary or bonus opportunity within the range of the other
executive officers. His annual salary was fixed at $120,000 and continued at
that rate until he resigned as Chief Executive Officer on March 31, 1997. Upon
his resignation, Mr. Morrill was awarded a stock option for 15,000 shares based
upon his services as Chief Executive Officer. He was also allocated a share of
the 1997 bonus pool based upon his position and his performance during the year.
Mr. Gyenes' Compensation. When Mr. Gyenes became Chief Executive Officer
on April 1, 1997, his salary was increased to $250,000 per year, which the
Compensation Committee believed to be an appropriate level based upon levels of
CEO salaries for comparable companies within the industry, and he was granted an
9
<PAGE> 13
option for 75,000 shares to bring his total option to a level which the
Committee deemed appropriate. He was also allocated a share of the 1997 bonus
pool based upon his position and his performance during the year.
Compensation Not Qualifying for Tax Deductibility. Section 162(m) of the
Internal Revenue Code provides in general that compensation to certain
individual executive officers during any year in excess of $1 million is not
deductible by a public company. The Committee believes that, given the general
range of salaries and bonuses for executive officers of the Company and the
nature of the options generally held by them (certain options do not result in
income which is includable in the amounts which are non-deductible), the $1
million threshold of Section 162(m) will not be reached by any executive officer
of the Company in the foreseeable future. Accordingly, the Committee has not
considered what its policy regarding compensation not qualifying for federal tax
deductibility might be at such time, if ever, as that threshold is within range
of any executive officer.
Compensation Committee
ROBERT G. CLAUSSEN
MARTIN T. HART
- ---------------
* Mr. Hart was appointed to the Compensation Committee in February 1998. The
members of the Compensation Committee in 1997 were Messrs. Claussen, Dow and
Lucchese.
10
<PAGE> 14
COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN
The following performance graph assumes an investment of $100 on December
31, 1992 and compares the change to December 31, 1993, 1994, 1995, 1996 and 1997
in the market price of the Company's common stock with a broad market index (S&P
500) and an industry index (S&P Computer Software & Services). The Company paid
no dividends during the periods shown; the performance of the indexes is shown
on a total return (dividend reinvestment) basis. The graph lines merely connect
the prices on the dates indicated and do not reflect fluctuations between these
dates.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG ARDENT SOFTWARE, INC., THE S & P 500 INDEX
AND THE S&P COMPUTERS (SOFTWARE & SERVICES) INDEX
<TABLE>
<CAPTION>
S & P
MEASUREMENT PERIOD ARDENT SOFTWARE COMPUTERS|(SOFTWARE
(FISCAL YEAR COVERED) INC. S & P 500 & SERVICES)
<S> <C> <C> <C>
12/31/92 100 100 100
12/31/93 184 110 128
12/31/94 229 112 151
12/31/95 121 153 212
12/31/96 97 189 330
12/31/97 103 252 459
</TABLE>
* $100 invested on 12/31/92 in stock or index -- including
reinvestment of dividends. Fiscal year ending December 31.
The Compensation Committee Report and the Comparison of Cumulative Total
Stockholder Return above shall not be deemed to be "soliciting material" or
incorporated by reference into any of the Company's filings with the Securities
and Exchange Commission.
11
<PAGE> 15
SECTION 16 REPORTING
Section 16(a) of the 1934 Act requires the Company's directors and officers
and persons who own more than ten percent of the Common Stock to file reports
with the Securities and Exchange Commission disclosing their ownership of stock
in the Company and changes in such ownership. Copies of such reports are also
required to be furnished to the Company. Based solely on a review of the copies
of such reports received by it, or a written representation from certain
reporting persons, the Company believes that all required filings were timely
made during 1997.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP audited the accounts of the Company for the fiscal
year ended December 31, 1997, and a representative of that firm is expected to
be present at the meeting to answer questions from stockholders and to make a
statement if desired.
In connection with its merger with Unidata, Inc. in February 1998, the
Company is in the process of interviewing several firms, including Deloitte &
Touche LLP, with regard to auditing the accounts of the Company in 1998. It is
expected that the process will be completed in early May.
STOCKHOLDER PROPOSALS FOR 1999 MEETING
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received on or before December 5, 1998 for
inclusion in the proxy materials relating to that meeting. Any such proposals
should be sent to the Company at its principal offices addressed to the
Executive Vice President and General Counsel. Other requirements for inclusion
are set forth in Rule 14a-8 under the 1934 Act, as amended.
OTHER MATTERS
The Company has no knowledge of any matters to be presented for action by
the Stockholders at the meeting other than as set forth above. However, the
enclosed proxy gives discretionary authority to the persons named therein to act
in accordance with their best judgment in the event that any additional matters
should be presented.
The Company will bear the cost of the solicitation of proxies by the
management, including the charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of common stock.
By order of the Board of Directors
R. N. HOEHN
Secretary
April 3, 1998
12
<PAGE> 16
VMACM-PS-97
<PAGE> 17
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ----------------------------------- 1. To elect two Directors.
ARDENT SOFTWARE, INC.
- ----------------------------------- JAMES T. DRESHER
ROBERT M. MORRILL
FOR ALL WITH- FOR ALL
NOMINEES HELD EXCEPT
[ ] [ ] [ ]
NOTE: If you do not wish your
shares voted "For" a particular
nominee, mark the "For All Except"
box and strike a line through the
name of the nominee. Your shares
will be voted for the remaining
nominee.
RECORD DATE SHARES:
Please be sure to sign and date Mark box at right if an address
this Proxy. change or comment has been noted
on the reverse side of this card.
- --------------------------------- [ ]
Date
- ---------------------------------
Stockholder sign here
- ---------------------------------
Co-owner sign here
DETACH CARD DETACH CARD
ARDENT SOFTWARE, INC.
Dear Stockholder,
Please mark the boxes on this proxy card to indicate
how your shares will be voted, then sign the card,
detach it and return your proxy vote in the enclosed
postage paid envelope.
Sincerely,
Ardent Software, Inc.
<PAGE> 18
ARDENT SOFTWARE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1998
The undersigned hereby acknowledge(s) receipt of the Notice and accompanying
Proxy Statement, revoke(s) any prior proxies, and appoint(s) Peter Gyones,
James K. Walsh and Richard N. Hoelm, and each of them, with power of
substitution in each, attorneys for the undersigned to act for and to vote, as
specified below, all shares of stock which the undersigned may be entitled to
vote at the Annual Meeting of the Stockholders of Ardent Software, Inc. to be
held on April 30, 1998, and at any adjourned sessions thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" THE NOMINEES FOR DIRECTOR. THE PROXY WILL BE VOTED IN ACCORDANCE
WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Corporation,
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or here title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ --------------------------------------
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