<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:
[X] Preliminary Proxy Statement
[ ] 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)
(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
PRELIMINARY PROXY MATERIALS
ARDENT SOFTWARE, INC.
50 WASHINGTON STREET
WESTBORO, MASSACHUSETTS 01581-1021
March 23, 1999
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Ardent Software, Inc., which will be held on Tuesday, April 20, 1999, at the
offices of the Company, 50 Washington Street, Westboro, Massachusetts, at 10:00
a.m.
The following notice of annual meeting of stockholders and proxy statement
describes the matters 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 20, 1999
The annual meeting of stockholders of Ardent Software, Inc. will be held at
the offices of the Company, 50 Washington Street, Westboro, Massachusetts on
Tuesday, April 20, 1999 at 10:00 a.m. for the following purposes:
1. To elect two directors, each for a three year term.
2. To vote upon an amendment to the certificate of incorporation of
the Company to increase the number of authorized shares of common stock
from 40,000,000 to 65,000,000.
3. To vote upon an amendment to the Company's employee stock purchase
plan to increase the number of shares which may be issued from 700,000 to
1,000,000.
4. 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 12, 1999 will be
entitled to vote at the meeting.
By Order of the Board of Directors
R. N. HOEHN
Secretary
Dated: March 23, 1999
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. in connection with the solicitation of proxies to be voted at the
annual meeting of stockholders to be held on April 20, 1999 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 March 26, 1999. The Company's annual
report to stockholders for 1998 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 12, 1999 (the "record date") will be
entitled to vote at the meeting. There were 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. The affirmative vote of
majority of the outstanding shares of common stock is required for approval of
the amendment to the certificate of incorporation. The affirmative vote of the
holders of a majority of the shares voting on the matter is required for
approval of the amendment to the employee stock purchase plan. 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. Such shares will therefore be the equivalent of negative votes
on the second matter listed on the notice but not on the third matter.
<PAGE> 5
OWNERSHIP OF COMPANY'S CAPITAL STOCK
The following table sets forth, as of March 1, 1999, information as to the
number of shares of the Company's common stock beneficially owned by:
- each of its directors, including its Chief Executive Officer,
- each of its four other most highly compensated officers based on the
Company's fiscal year 1998 compensation,
- all of its executive officers and directors, as a group, and
- any beneficial owner of more than 5% of the company's common stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
OF SHARES OF OPTIONS
COMMON STOCK EXERCISABLE
---------------------- WITHIN
NAME OF BENEFICIAL OWNER NUMBER PERCENTAGE 60 DAYS
------------------------ --------- ---------- -----------
<S> <C> <C> <C>
DIRECTORS AND OFFICERS
Peter Gyenes................................................ 512,101 3.1% 506,250
David W. Brunel............................................. 606,705 3.7 344,765
Robert G. Claussen.......................................... 132,927 * 20,709
Martin T. Hart.............................................. 50,000 * 1,667
Robert M. Morrill........................................... 337,234 2.1 114,966
Charles F. Kane............................................. 124,545 * 122,188
Cornelius P. McMullan....................................... 121,875 * 121,875
James D. Foy................................................ 144,506 * 132,717
Peter L. Fiore.............................................. 123,668 * 123,022
All current directors and executive officers as a group (12
persons).................................................. 4,275,156 24.4 1,726,839
5% STOCKHOLDER
Glenangus Holdings Corp..................................... 1,785,362 11.3 --
</TABLE>
- ---------------
* Less than 1.0%
For purposes of this table, beneficial ownership of securities is defined
according to the rules of the SEC. Beneficial ownership means generally the
power to vote or exercise investment discretion with respect to securities,
regardless of any economic interests in those securities. Except as otherwise
indicated, the Company believes that the beneficial owners of shares of the
Company common stock listed above have sole investment and voting power with
respect to such shares, subject to community property laws where applicable. In
addition, for purposes of this table, a person is deemed to have beneficial
ownership of any shares which such person has the right to acquire within 60
days after March 1, 1999. For purposes of calculating the percentage of
outstanding shares held by each person named above, any shares which such person
has the right to acquire within 60 days after March 1, 1999 are deemed to be
outstanding, but such shares are not deemed outstanding for the purpose of
calculating the percentage ownership of any other person.
The third column shows separately shares which may be acquired by exercise
of stock options within sixty days after March 1, 1999 by the directors and
executive officers individually and as a group. These shares are included in the
numbers shown in the first column. Of those shares, would be fully vested
as to all directors and executive officers within that sixty day period, and the
holders upon exercise would have investment and voting powers; the remaining
shares would be subject to vesting, and the holders upon exercise would have
voting but not investment powers until the shares vested.
The information set forth for Glenangus Holdings Corp. is based solely on
required filings made by that stockholder to the SEC. Its address is 1339 East
MacPhail Road, Bel Air, MD 21015.
2
<PAGE> 6
ELECTION OF DIRECTORS
(ITEM 1 OF NOTICE)
There are currently five members of the board of directors, divided into
three classes with terms expiring respectively at the 1999, 2000 and 2001 annual
meetings of stockholders. The board has fixed the number of directors for the
ensuing year at five and nominated Messrs. Brunel and Gyenes, whose terms are
expiring, for re-election for three year terms expiring at the 2002 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.
James T. Dresher, who became a director in connection with the merger of
Unidata, Inc. into the Company in February 1998, served as a member of the board
until his death on February 28, 1999. Following his death, the board fixed the
number of directors at five, which reduced the number of directors from six to
five and eliminated the vacancy caused by Mr. Dresher's death. The board expects
to consider, at its next meeting on April 19, 1999, whether or not to increase
the number of directors to more than five. Neither the board nor the nominating
committee, of which Mr. Dresher was a member, has to date considered the matter
nor expects to consider it until that next meeting, and no potential candidates
have been identified. The bylaws provide that the board has the power to fix the
number of directors and to fill any vacancy resulting from an increase in the
number of directors.
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 MARCH 1, 1999 SINCE DIRECTORSHIPS OF PUBLIC COMPANIES
-------------------------------- -------- ----------------------------------
<S> <C> <C>
NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 2002
David W. Brunel, 43.................. 1998 Mr. Brunel has been a business consultant since July
1998. From February to June, 1998, he was President
and Chief Operating Officer of the Company. From 1988
until its merger into the Company in February 1998, he
was President, Chief Operating Officer and a founder
of Unidata, Inc.
Peter Gyenes, 53..................... 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.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
DIRECTOR EXPERIENCE DURING LAST FIVE YEARS;
NAME AND AGE AS OF MARCH 1, 1999 SINCE DIRECTORSHIPS OF PUBLIC COMPANIES
-------------------------------- -------- ----------------------------------
<S> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE IN 2000
Robert G. Claussen, 62............... 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.
Martin T. Hart, 62................... 1998 Mr. Hart has been a business advisor and private
investor since 1969. He is a director of P.J. America,
Inc., a food service company, MassMutual Corporate
Investors and MassMutual Participation Investors,
Inc., both investment companies, Schuler Homes, Inc.,
a builder of homes, Optical Securities Group, Inc., a
manufacturer of security systems, and T-Metix, Inc., a
communications company.
DIRECTOR WHOSE TERM EXPIRES IN 2001
Robert M. Morrill, 60................ 1984 Mr. Morrill has been a private investor since 1991. He
was Chairman of the Board of the Company from 1984
until February 1998 and Chief Executive Officer and
President of the Company from March 1996 through March
1997.
</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 director currently serving on the audit committee is
Mr. Morrill. The audit committee held four meetings in 1998.
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 four meetings in 1998.
The nominating committee establishes criteria and procedures for the
selection of nominees for election to the board of directors. The director
currently serving on the nominating committee is Mr. Morrill. The nominating
committee did not meet in 1998.
James T. Dresher served on both the audit and nominating committees until
his death on February 28, 1999. The board expects to fill the committee
vacancies caused by his death at its next meeting on April 19, 1999.
During 1998, 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.
4
<PAGE> 8
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth compensation received
by
- the Company's Chief Executive Officer during 1998,
- the four other most highly compensated executive officers who were
serving as such on December 31, 1998, and
- another individual who served as an executive officer during 1998.
The table details compensation received for services rendered to the
Company during the fiscal years ended December 31, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION SHARES UNDER
-------------------- OPTIONS
NAME AND PRINCIPAL POSITION SALARY(1) BONUS AWARDED ALL OTHER
ON DECEMBER 31, 1998 YEAR ($) ($) (#) COMPENSATION(1)(2)
--------------------------- ---- --------- ------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Peter Gyenes(3)................... 1998 300,000 225,000 400,000 81,890
Chief Executive Officer and 1997 233,077 150,000 75,000 81,613
Chairman of the Board 1996 99,904 -- 125,000 77,716
David W. Brunel(4)................ 1998 376,153 166,615 300,000 377,890
Director 1997 185,000 77,083 -- 4,625
1996 162,500 -- -- 4,603
Charles F. Kane................... 1998 165,000 150,000 55,000 43,002
Vice President, Finance and 1997 162,939 50,000 -- 41,804
Chief Financial Officer 1996 158,675 -- 25,000 38,798
Cornelius P. McMullan............. 1998 180,000 120,000 50,000 --
Vice President, International 1997 170,827 50,000 100,000 --
Operations 1996 -- -- -- --
James D. Foy...................... 1998 165,000 150,000 55,000 81,875
Vice President, Engineering 1997 165,000 50,000 52,351 81,405
1996 155,000 -- 41,000 82,265
Peter L. Fiore.................... 1998 165,000 125,000 55,000 42,775
Vice President, Data Warehousing 1997 155,000 45,000 24,000 41,576
1996 130,000 -- 68,834 41,761
</TABLE>
- ---------------
(1) Salary includes amounts deferred by the named executive officer, and All
Other Compensation includes the Company's contribution, under the 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 ($10,000 in 1998). The Company matches contributions in an amount
equal to 50% of the contributions of each participant up to 6% of such
participant's annual compensation.
(2) All Other Compensation includes, for each of the executive officers except
Mr. McMullan, 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 some
circumstances, including the occurrence of change-in-control events,
thereafter. The Company has limited 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 limited amounts under the policies and to receive the
respective death benefits net of premium amounts
5
<PAGE> 9
paid by the Company. The benefits in 1998 were: Mr. Gyenes, $77,490; Mr. Brunel,
$25,292; Mr. Kane, $38,602; Mr. Foy, $77,475; and Mr. Fiore, $38,375. All Other
Compensation also includes, for Mr. Gyenes, $30,000 which he received in May
1996 as compensation for joining the Company.
(3) 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.
(4) Mr. Brunel was the President and Chief Operating Officer of Unidata, Inc.
prior to its merger with the Company. Upon consummation of the merger, Mr.
Brunel became the President, Chief Operating Officer
and a Director of the Company. In June 1998, Mr. Brunel resigned as President
and Chief Operating Officer but remains a Director and an employee in a special
assignment capacity. All Other Compensation also includes the present value,
$347,598, of all compensation due to Mr. Brunel after 1998 in his special
assignment capacity.
SEVERANCE ARRANGEMENTS ON CHANGE-IN-CONTROL.
The Company has a policy providing that each of its executive officers
will, upon termination of their employment within one year following a
change-in-control of the Company, be entitled to severance compensation equal to
one year's salary and any applicable planned discretionary bonus. This does not
include voluntary termination or termination for cause.
OPTION GRANTS TABLE
The following option grants table sets forth information with respect to
stock options granted by the Company to the named executive officers in the
fiscal year ended December 31, 1998. All of such options were exercisable
immediately upon grant but the underlying shares were subject to vesting over at
least a three year period beginning on the date of grant, subject to
acceleration upon change-in-control events which are defined in the respective
plans under which the options were granted. If the options are exercised to
purchase unvested shares, such shares, until vested, may not be sold and are
subject to repurchase by the Company at the exercise price.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------- POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED RATES OF
SHARES OPTIONS STOCK PRICE APPRECIATION
UNDER GRANTED TO FOR OPTION TERM(1)
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION ---------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH.) DATE 5% ($) 10% ($)
---- ---------- ------------ -------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Peter Gyenes............. 300,000 9.2% 10.00 02/25/08 $1,886,684 $4,781,227
100,000 3.1% 18.75 12/15/08 2,054,177 3,863,267
David W. Brunel.......... 300,000 9.2% 10.00 02/25/08 1,886,684 4,781,227
Charles F. Kane.......... 20,000 * 10.00 02/25/08 125,779 318,748
35,000 1.1% 18.75 12/15/08 718,962 1,352,143
Cornelius P. McMullan.... 20,000 * 10.00 02/25/08 125,779 318,748
30,000 * 18.75 12/15/08 616,253 1,158,980
James D. Foy............. 20,000 * 10.00 02/25/08 125,779 318,748
35,000 1.1% 18.75 12/15/08 718,962 1,352,143
Peter L. Fiore........... 20,000 * 10.00 02/25/08 125,779 318,748
35,000 1.1% 18.75 12/15/08 718,962 1,352,143
</TABLE>
- ---------------
* less than 1%
(1) As required by the rules of the SEC, potential values are stated based on
the prescribed assumption that the common stock of the Company will
appreciate in value from the date of grant to the end of the option term at
rates, compounded annually, of 5% and 10%, respectively, and therefore do
not reflect past results and are not intended to forecast possible future
appreciation, if any, in the price of the common stock.
6
<PAGE> 10
OPTION EXERCISE AND YEAR-END VALUE TABLE
The following option exercise and year-end value table sets forth
information regarding the exercise of stock options by the named executive
officers during the fiscal year ended December 31, 1998 and the number and
unrealized value or spread (the difference between the exercise price and the
market value) of unexercised options held by such officers on December 31, 1998.
All of such options were then exercisable, but some of the underlying shares
were subject to vesting over a five year period, subject to acceleration upon
certain change of control events. The table does not include shares purchased
under the employee stock purchase plan, which is described on page 15 below.
<TABLE>
<CAPTION>
SHARES UNDER UNEXERCISED
OPTIONS AT FISCAL YEAR VALUE OF UNEXERCISED IN THE MONEY
SHARES END(#) OPTIONS AT FISCAL YEAR END($)
ACQUIRED ON VALUE ---------------------------- ------------------------------------
NAME EXERCISE REALIZED VESTED UNVESTED TOTAL VESTED UNVESTED TOTAL
---- ----------- -------- ------- -------- ------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter Gyenes............ -- -- 142,975 457,025 600,000 $2,126,175 $5,470,000 $7,596,875
David W. Brunel......... -- -- 244,765 100,000 344,765 3,534,246 1,300,000 4,834,246
Charles F. Kane......... -- -- 63,285 91,715 155,000 1,028,575 1,027,050 2,055,625
Cornelius P. McMullan... -- -- 42,500 107,500 150,000 681,874 1,343,126 2,025,000
James D. Foy............ -- -- 58,061 107,468 165,529 942,592 1,240,530 2,183,122
Peter L. Fiore.......... -- -- 54,058 101,776 155,834 768,141 1,091,414 1,859,555
</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, with 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.
7
<PAGE> 11
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 significant portion of aggregate compensation opportunity 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, there is 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 has been paid a salary which differs by
less than 10% from the average executive salary, except for the Chief Executive
Officer (see discussion below) and the Chief Operating Officer, whose salary had
been fixed by Unidata, Inc. prior to its merger into the Company.
At the beginning of each year, the committee establishes a bonus
opportunity for key employees, other than sales and sales support personnel who
receive commissions and bonuses based upon sales. The 1998 bonus plan for
executive officers provided for bonuses of up to 100% of salary based upon the
Company's achievement of certain earnings per share as well as the contribution
of the executives, in the judgement of the Committee, to the Company's
performance during the year.
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, an equity ownership opportunity in the form of stock
options. Such equity has generally been subject to vesting over several years.
From time to time executive officers and other employees have been given
additional stock options. The number of shares for which options were granted to
executive officers in 1998 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.
Chief Executive Officer's Compensation. Mr. Gyenes' salary during 1998
represented an increase of approximately 20% over his rate of salary as CEO from
April through December, 1997. The increase was based upon his performance as CEO
during 1997 and was determined to be appropriate based upon levels of CEO
salaries for comparable companies in the software industry. His bonus for 1998
was determined in accordance with the 1998 bonus plan for executive officers,
based principally upon the company's earnings per share in 1998. Mr Gyenes was
awarded options for 100,000 shares in February 1998, based upon his performance
as CEO during 1997, and for 300,000 shares in December 1998, based upon his
performance during 1998. In making these awards, the committee considered, in
addition to Mr. Gyenes performance, options granted to CEOs by comparable
companies in the software industry.
8
<PAGE> 12
Compensation Not Qualifying for Tax Deductibility. Section 162(m) of the
Internal Revenue Code provides in general that compensation to some 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 (some 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
9
<PAGE> 13
COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN
The following performance graph assumes an investment of $100 on December
31, 1993 and compares the change to December 31, 1994, 1995, 1996, 1997 and 1998
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.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
ARDENT SOFTWARE, S&P SOFTWARE &
INC. S&P 500 SERVICES
---------------- ------- --------------
<S> <C> <C> <C>
12/93 100.00 100.00 100.00
12/94 86.11 117.42 107.00
12/95 158.33 152.42 117.78
12/96 197.22 180.17 119.34
12/97 104.17 253.19 164.19
12/98 83.33 393.62 201.88
</TABLE>
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 SEC.
10
<PAGE> 14
AMENDMENT TO CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
(ITEM 2 OF NOTICE)
Article Four of the certificate of incorporation of the Company currently
authorizes the issuance of 40,000,000 shares of common stock and 10,000,000
shares of preferred stock.
As of March , 1998, there were shares of common stock
issued and outstanding. Therefore, authorized shares of common
stock remained available for issuance without further action by the stockholders
of the Company, of which were reserved for issuance under the
Company's various stock option and stock purchase plans. No shares of preferred
stock were outstanding, although were reserved for issuance under
the company's rights plan.
On March , 1999, the board of directors of the Company proposed and
declared advisable an amendment to the certificate of incorporation increasing
the authorized shares of common stock from 40,000,000 to 65,000,000. The
proposed amendment would have no effect upon the terms of the common stock.
The board of directors believes that the proposed increase in authorized
shares of common stock is desirable to enhance the Company's flexibility in
connection with possible future actions, such as stock splits, financings,
acquisitions, or other corporate purposes. Having such authorized shares
available for issuance in the future would allow shares of common stock to be
issued for such purposes without the expense and delay of further stockholder
action.
The increased number of authorized shares could also be used to make more
difficult a change of control of the Company which the board of directors
determines not to be in the best interests of its stockholders. For instance,
such shares could be issued in public or private transactions to persons who
might side with the board of directors in opposing a takeover bid. At the date
of this proxy statement, the Company has no agreements, commitments or plans
with respect to the sale, issuance or other use of additional shares of stock,
except in connection with its stock option and purchase plans. Furthermore, the
board of directors is not currently aware of any efforts by any person to gain
control of the Company.
The board of directors recommends a vote "FOR" the proposal. If the
enclosed proxy card is returned, the shares represented by the proxy will be
voted to approve the proposed amendment unless the proxy indicates to the
contrary and may be voted in favor of adjournment of the meeting in order to
permit further solicitation of proxies with respect to the proposed amendment if
sufficient votes in favor of the proposed amendment have not been received. The
affirmative vote of majority of the outstanding shares of common stock is
required for approval of the amendment.
AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
THE NUMBER OF SHARES ISSUABLE
(ITEM 3 OF NOTICE)
There are currently 700,000 shares issuable under the Company's employee
stock purchase plan. As of March 1, 1999, 551,189 shares had been issued and
148,811 shares remained available for issuance. Shares are currently being
issued to participants in the plan at the rate of approximately 150,000 per
year. In view of the foregoing, board of directors of the company adopted,
subject to stockholder approval, an amendment to the plan increasing the total
number of shares issuable from 700,000 to 1,000,000. Approval of the
stockholders is needed in order for the plan to meet the stockholder approval
requirements of (i) Section 423 of the Internal Revenue Code (ii) certain
requirements for stockholder approval of a stock purchase plan in connection
with the listing of shares on The Nasdaq Stock Market, and (iii) the provisions
for amendment set forth in the plan. The board recommends approval of the
amendment because it believes that the continuing availability of stock under
the plan is an important factor in the Company's ability to attract and retain
experienced employees.
11
<PAGE> 15
The affirmative vote of the holders of a majority of the shares of voting
on the matter is required to approve the amendment.
DESCRIPTION OF THE PLAN
The employee stock purchase plan is administered by the compensation
committee of the board. All employees of the Company and its subsidiaries whose
customary employment is 20 or more hours per week and more than five months per
calendar year are eligible to participate in the plan (currently, 602 persons).
The plan may be implemented by one or more offerings of such duration as the
compensation committee may determine, provided that no offering period may be
longer than 27 months. To date, each offering period has been approximately six
months, and it is expected that future offering periods will be of the same
length. An eligible employee participating in an offering may purchase common
stock at a price equal to the lower of 85% of its fair market value at the
beginning of the offering period or 85% of its fair market value on the last day
of the offering period. Payment for common stock purchased under the plan is
made through regular payroll deduction or lump sum cash payment, as determined
by the compensation committee. The maximum value of common stock an employee may
purchase during an offering period is 6% of the employee's compensation during
such period.
The following table sets forth the number of shares of common stock
purchased under the plan during the fiscal year ended December 31, 1998 by the
named executive officers, the current executive officers as a group, and the
non-executive officer employees.
<TABLE>
<S> <C>
Peter Gyenes................................................ 2,028
David W. Brunel............................................. 0
Charles F. Kane............................................. 1,226
Cornelius P. McMullan....................................... 0
James D. Foy................................................ 1,226
Peter L. Fiore.............................................. 226
Current executive officers as a group....................... (6,006)
Non-executive officer employees............................. (108,454)
</TABLE>
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 SEC 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 1998.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP audited the accounts of the Company for the fiscal
year ended December 31, 1998, 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.
STOCKHOLDER PROPOSALS FOR 2000 MEETING
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders must be received on or before [December 5, 1999] 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.
12
<PAGE> 16
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
March 23, 1999
13
<PAGE> 17
<TABLE>
<S> <C>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. To elect two Directors.
David W. Brunel For all With- For All
- -------------------------------------------------------- Peter Gyenes Nominees hold Except
ARDENT SOFTWARE, INC. [ ] [ ] [ ]
- --------------------------------------------------------
NOTE: If you do not wish your shares voted "For" a particular nominee,
mark "For All Except" box and strike a line through the name of the
nominee. Your shares will be voted for the remaining nominee.
2. To approve an amendment to the For Against Abstain
Certificate of Incorporation of the [ ] [ ] [ ]
Company to increase the authorized
RECORD DATE SHARES: number of shares of common stock.
3. To approve an amendment to the For Against Abstain
Company's Employee Stock [ ] [ ] [ ]
Purchase Plan.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
----------
Please be sure to sign and date this Proxy Date Mark box at right if an address change or comment has been [ ]
- -------------------------------------------------------- noted on the reverse side of this card.
- --- 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.
</TABLE>
<PAGE> 18
ARDENT SOFTWARE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1999
The undersigned hereby acknowledge(s) receipt of the Notice and accompanying
Proxy Statement, revoke(s) any prior proxies, and appoint(s) Peter Gyenes,
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 20, 1999, and at any adjourned session 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 AND "FOR" ALL OTHER PROPOSALS. 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, the signature should be that of an
authorized officer who should state his or her title.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________________ ________________________________
_______________________________ ________________________________
_______________________________ ________________________________
