IQ SOFTWARE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
June 24, 1997
The Annual Meeting ("Meeting") of Shareholders of IQ Software
Corporation will be held at 11:00 A.M. (local time), Tuesday, June 24,
1997 at the Holiday Inn Atlanta, Peachtree Corners, 6050 Peachtree
Industrial Boulevard, N.W., Norcross, Georgia 30071 for the following
purposes:
1. To elect two directors;
2. To approve the Amendment to the 1993 Stock Option Plan;
and
3. To transact such other business as may properly be
brought before the Meeting and any adjournments
thereof.
Only shareholders of record of Common Stock of the
Corporation on May 2, 1997 are entitled to notice of and to vote at
the Meeting and any adjournment thereof.
You are cordially invited to attend the Meeting. Whether
or not you plan to attend, it is important that your stock be
represented and voted at the Meeting. Enclosed is a proxy which you
are urged to complete, sign and forward in the accompanying envelope,
which requires no postage if mailed in the United States.
By Order of the Board of Directors,
UGO F. IPPOLITO
Secretary
May 23, 1997
IQ SOFTWARE CORPORATION
3295 River Exchange Drive, Suite 550
Norcross, Georgia 30092
May 23, 1997
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 24, 1997
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of IQ Software
Corporation ("Corporation") to be voted at the Annual Meeting of
Shareholders of the Corporation ("Meeting") to be held at the Holiday
Inn Atlanta, Peachtree Corners, 6050 Peachtree Industrial Boulevard,
N.W., Norcross, Georgia 30071 on June 24, 1997 at 11:00 A.M. local
time, and at any adjournment thereof. This Proxy Statement and the
enclosed proxy are being sent to shareholders on or about May 23,
1997.
All proxies delivered pursuant to this solicitation are
revocable at any time at the option of the person executing the proxy
by giving written notice of revocation to the Corporation, by
executing another proxy bearing a later date, or by voting in person
at the Meeting. All properly executed proxies delivered pursuant to
this solicitation and not revoked will be voted at the Meeting in
accordance with the directions given. Unless contrary instructions
are given, the persons named on the proxy intend to vote the shares so
represented "FOR" the election of the two (2) nominees for directors
named in this Proxy Statement and "FOR" approval of the Amendment to
the 1993 Stock Option Plan. As to any other business which may come
before the Meeting, the persons named on the proxy will vote
according to their best judgment.
Only holders of Common Stock of the Corporation of record
on May 2, 1997 are entitled to vote at the Meeting. Each shareholder
of record on the record date is entitled to one vote for each share of
Common Stock of the Corporation so held. On May 2, 1997, there were
4,647,632 shares of Common Stock of the Corporation issued and
outstanding.
The presence of a majority of the outstanding shares of
Common Stock represented in person or by proxy at the Meeting will
constitute a quorum. The two nominees receiving the highest vote
totals will be elected as directors of the Corporation. All other
matters to be voted upon, including the approval of the Amendment to
the 1993 Stock Option Plan, will be decided by the affirmative vote of
the majority of the shares present or represented at the Meeting and
entitled to vote.
Abstentions, withheld votes and broker non-votes will be
included in the calculation of the number of shares of Common Stock
represented in person or by proxy at the Meeting in determining
whether the quorum requirement is satisfied, but will not be counted
as votes cast for the matter to be voted upon. Broker "non-votes"
occur when a broker holding shares for a beneficial owner votes on one
matter pursuant to its discretionary authority or instructions from
the beneficial owner, but does not vote on another matter for the
reason that the broker does not have discretionary authority to vote
such shares on such other matter and has not received voting
instructions from the beneficial owner. Since all matters, except the
election of directors, requires the affirmative vote of the holders of
a majority of the shares present or represented at the Meeting for
quorum purposes, abstentions, withheld votes and broker non-votes
increase the number of shares present or represented at the Meeting
for quorum purposes and thereby increase the number of affirmative
votes necessary to approve the matter.
Item 1 - Election of Directors.
Board of Directors.
Pursuant to the By-laws of the Corporation, the Board of
Directors consists of six members. The directors are divided into
three classes, each class serving for a period of three years.
One-third of the members of the Board of Directors are elected by the
shareholders annually.
The directors, whose term will expire at the 1997 Annual
Meeting of the Shareholders, are Richard L. Jackson and J. Leland
Strange. The two directors have been nominated by the Board of
Directors (excluding such nominees) to stand for reelection as
directors at the 1997 Annual Meeting of Shareholders to hold office
until the 2000 Annual Meeting of Shareholders and until their
successors are elected and qualified.
Should any one or more of these nominees become unable to
serve for any reason, which is not anticipated, the Board of Directors
may, unless the Board by resolution provides for a lesser number of
directors, designate substitute nominees. In such event, the persons
named on the enclosed proxy will vote for the election of such
substitute nominee or nominees. All of the nominees were elected to
their present terms by the shareholders at the shareholders meeting
held on June 28, 1994.
Information on Nominees and Incumbent Directors.
<TABLE>
BUSINESS
EXPERIENCE
YEAR DURING PAST FIVE
FIRST YEARS AND OTHER
NAME AGE ELECTED INFORMATION
<S> <C> <C> <C>
NOMINEES FOR ELECTION TO TERM EXPIRING IN 2000
Richard L. Jackson (1)(2) 43 1988 Chairman, President and Chief Executive Officer of
Allegiant Physician Services, Inc., a physician
management service for hospitals and physicians.
Prior to September 1991 he was President of the
Company. In addition, he is chairman and/or
president of several companies which provide
specialized medical services. (3)
J. Leland Strange (1) 55 1991 Chairman and President of Intelligent Systems
Corporation, and its predecessor, Intelligent
Systems Master L.P. Intelligent Systems
Corporation has operations and investments in micro
computer-related technologies and products, as well
as specialized health care services. He is also a
director of Healthdyne Technologies, Inc.
INCUMBENT DIRECTORS ELECTED TO TERM EXPIRING IN 1999
Charles R. Chitty 45 1984 Chairman of the Board, President and Chief
Executive Officer of the Corporation.
J. William Goodhew, III (2) 59 1987 Vice President of Intelligent Systems Corporation
since January, 1997. Prior to January 1997 he was
President of Peachtree Software, Inc., a computer
software company, a subsidiary of Automatic Data
Processing, Inc.
INCUMBENT DIRECTORS ELECTED TO TERM EXPIRING IN 1998
Ugo F. Ippolito (1)(2) 62 1984 Partner of the law firm of Glass, McCullough,
Sherrill & Harrold, LLP.
Said Mohammadioun 49 1997 Chief Executive Officer of Synchrologic, Inc. since
October, 1996 and its Chairman since September,
1995. He was Vice President of Lotus Development
Corporation from December, 1990 to March 1995. He
is also a Director of Brock International, Inc.
</TABLE>
(1) Member of the Compensation Committee of the Board of
Directors
(2) Member of the Audit Committee of the Board of Directors
(3) Allegiant Physician Services, Inc. filed a voluntary
petition for reorganization under Chapter 11 of the
Bankruptcy Code on October 29, 1996 in the United
States Bankruptcy Court for the Northern District of
Georgia.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE
NOMINEES FOR DIRECTORS.
Ownership of Equity Securities of the Corporation.
The following table sets forth information regarding
beneficial ownership of the Corporation's Common Stock of each
director and executive officer and persons known to the Corporation to
own beneficially more than 5% of the Corporation's Common Stock on May
2, 1997.
<TABLE>
DIRECTORS, AGGREGATE NUMBER
EXECUTIVE OFFICERS OF SHARES PERCENT OF
AND FIVE PERCENT BENEFICIALLY OUTSTANDING
SHAREHOLDERS OWNED SHARES (1)(2)
<S> <C> <C>
George Valente 459,100 9.9%
Metro Leasing & Investment
44465 N. El Macero Drive
El Macero, CA 95616
Charles R. Chitty(3) 321,803 6.9%
c/o IQ Software Corporation
3295 River Exchange Drive, Suite 550
Norcross, GA 30092
David C. Cormack 137,500 3.0%
Michael J. Durnwald 34,080 *
J. William Goodhew, III 20,000 *
Ugo F. Ippolito(4) 26,261 *
Richard L. Jackson 3,000 *
Said Mohammadioun -- --
J. Leland Strange(5) 8,000 *
All Directors and Executive Officers
as a group, including affiliates (8 persons)(5) 788,294 17.0%
</TABLE>
________________________
*Indicates less than 1%
(1) For purposes of this table, a person is deemed to be the
beneficial owner of any shares that such person has the right to
acquire within sixty (60) days of May 2, 1997. For purposes of
computing the percentage of outstanding shares held by each
person named above, any shares such person has a right to acquire
within sixty (60) days of May 2, 1997 are deemed to be
outstanding, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person. The
number of shares beneficially owned as set forth in the above
schedule includes the designated number of shares subject to
stock option grants under the Corporation's stock option plans to
the following persons: Mr. Chitty, 15,000 shares; Mr. Cormack,
7,500 shares; Mr. Goodhew, 3,000 shares; Mr. Ippolito, 3,000; Mr.
Jackson, 3,000; Mr. Strange, 8,000; and Mr. Durnwald, 19,375.
(2) Based on 4,647,632 shares of Common Stock outstanding on May 2,
1997.
(3) Includes 130,000 shares held by trusts, of which Mr. Chitty or
his spouse is a trustee.
(4) Includes 5,611 shares owned by Mr. Ippolito's spouse.
(5) Does not include 157,801 shares of Common Stock owned by
Intelligent Systems Corporation, of which Mr. Strange is a
director and officer and the holder of approximately 22.3% of its
outstanding stock.
The Board of Directors and its Committees.
There were four meetings of the Board of Directors during
fiscal year 1997. The Board of Directors has two standing Committees;
the Audit Committee and the Compensation Committee. The Compensation
Committee held two meetings during fiscal year 1997 and the Audit
Committee held one meeting. The Corporation does not have a
nominating committee. All nominees for the Board of Directors are
nominated by the entire Board of Directors (excluding the nominees).
The Audit Committee reviews the scope of the audits as
recommended by the independent auditors, the scope of the internal
auditing procedures of the Corporation and the systems of internal
accounting controls, and reviews reports to the Audit Committee by the
independent auditors. The Audit Committee also has the power to
select the independent auditors to audit the books and records of the
Corporation and to discharge such independent auditors.
The Compensation Committee administers the stock option
plans of the Corporation and determines the salaries and other
compensation of the chairman and chief executive officer of the
Corporation. The Committee has the power to establish the
compensation of all other officers and to recommend approval,
termination or amendment of all compensation programs for officers of
the Corporation.
Non-employee directors receive a fee of $1,250 for each
quarterly Board of Directors meeting attended. The Directors receive
no fees for serving on committees thereof. Pursuant to the 1994
Non-Employee Directors Stock Option Plan, each non-employee director
is awarded an option to purchase 1,000 shares of Common Stock at its
then market value on the day following each annual meeting.
Executive Compensation.
The following tables and narrative text set forth the
compensation of the most highly compensated executive officers
(determined as of the end of 1997 fiscal year) of the Corporation (who
earned more than $100,000 for the 1997 fiscal year) for services
rendered during the fiscal years ended January 31, 1997, 1996 and 1995
in all capacities. The Corporation has not granted any stock
appreciation rights.
SUMMARY COMPENSATION TABLE
<TABLE>
ANNUAL COMPENSATION
Name and Incentive
Principal Fiscal Compensation Other
Position Year Salary (Bonus) Compensation
<S> <C> <C> <C> <C>
Charles R. Chitty, Chairman, 1997 $185,000 $75,000 --
President and Chief Executive Officer 1996 185,000 74,761 --
1995 180,000 122,455 --
David C. Cormack (1) 1997 155,000 83,333 (2) --
Senior Vice President-Sales 1996 51,667 41,667 (2) $35,000 (3)
Michael J. Durnwald 1997 115,000 15,000 --
Vice President - Product Planning 1996 90,000 5,000 --
1995 85,000 6,125 --
</TABLE>
(1) David C. Cormack commenced employment with the Corporation on
October 1, 1995.
(2) This represents the portion of a nonrefundable bonus paid upon
initial employment attributable to the fiscal year.
(3) Other compensation reflects relocation allowances paid by the
Corporation.
STOCK OPTION GRANTS FOR THE FISCAL YEAR ENDED JANUARY 31, 1997(1)
<TABLE>
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option
Term (7 years)(2)
Number % of Total Exercise At 5% At 10%
of Options Granted or Base Annual Annual
Options to Employees in Price Expiration Growth Growth
Name Granted Fiscal Year ($/Sh) Date Rate Rate
<S> <C> <C> <C> <C> <C> <C>
Charles R. Chitty 60,000 16.4% $12.00 3/12/03 $293,112 $683,076
David C. Cormack 30,000 8.2 $12.00 3/12/03 146,556 341,538
Michael J. Durnwald -- -- -- -- -- --
</TABLE>
(1) No stock appreciation rights have been granted by the
Corporation.
(2) The dollar gains under these columns are the result of
calculations assuming a 5% and a 10% annual appreciation for the
term of the stock option (i.e., 7 years). These calculations are
required to be included in accordance with rules promulgated by
the Securities and Exchange Commission and are not intended to
forecast possible future appreciation of the stock prices of the
Common Stock of the Corporation.
The following table sets forth information with respect
to the executive officers named in the "Summary Compensation Table"
during the 1997 fiscal year and the unexercised stock options held as
of the end of the 1997 fiscal year, including stock options granted
prior to the 1997 fiscal year.
AGGREGATE STOCK OPTION EXERCISES IN FISCAL YEAR ENDED
JANUARY 31, 1997 AND FISCAL YEAR-END STOCK OPTION VALUES
<TABLE>
Value Realized
Number of ($) (Market
Shares price at time
Acquired of exercise Number of Value of Unexercised
on less exercise Unexercised Stock In-the-Money Stock
Name Exercise price) Options at FY-End Options at FY-End (1)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Charles R. Chitty -- $ -- -- 60,000 $ -- $225,000
David C. Cormack -- -- -- 30,000 -- 112,500
Michael J. Durnwald -- -- 20,000 3,750 178,313 47,813
</TABLE>
(1) The fair market value of a share of Common Stock of the
Corporation at fiscal year end, January 31, 1997 was $15 3/4.
Employment Contracts.
Mr. Cormack has a three year contract of employment with the
Corporation, which commenced October 1, 1995, providing for an annual
salary of $155,000 per year. Mr. Cormack is eligible for annual
bonuses subject to meeting mutually agreed upon business targets.
Assuming such business targets are met, for the period from October 1,
1996 to September 30, 1997, bonus may equal $175,000; and for the
period October 1, 1997 to September 30, 1998 bonus may equal $235,000.
Mr. Cormack's employment contract includes payment of relocation
expenses not to exceed $35,000, and includes a covenant not to compete
with the Corporation for one year following termination of the
contract.
401(k) Plan.
The Corporation has adopted a tax-qualified savings plan
("401(k) Plan") which is intended to qualify under Section 401(k) of
the Internal Revenue Code of 1986, as amended ("Code"). The
Corporation pays the administrative expenses of the 401(k) Plan and
currently matches 10% of employee's contributions to the extent the
employee's contributions do not exceed 6% of his/her compensation.
All permanent employees, including officers, who have met the
eligibility requirements may participate in the 401(k) Plan. Each
employee may elect to contribute to the 401(k) Plan, through payroll
deductions, up to the statutory limitation and may direct the
investment of their account in various investment funds. Under
Section 401(k) of the Code, the employee's contribution to the 401(k)
Plan are not taxable to the employee until such amounts are
distributed to the employee.
Compensation Committee Interlocks and Inside Participation.
The members of the Compensation Committee of the Board of
Directors consist of Messrs. Ippolito, Jackson and Strange.
Ugo F. Ippolito, a director and Secretary of the
Corporation, is a partner of Glass, McCullough, Sherrill & Harrold,
LLP, Atlanta, Georgia, the Corporation's legal counsel. In the normal
course of business legal services were rendered to the Corporation by
Glass, McCullough, Sherrill & Harrold, LLP.
On April 18, 1995, the Corporation loaned $1.8 million to
Daystar Digital, Inc. pursuant to a note receivable ("Note"). Under
the terms of the agreement, the Note is payable one year from the date
of the agreement. In an amendment dated April 18, 1996, the maturity
of the Note was extended to January 17, 1997. At the time the
maturity of the Note was extended, the interest rate was increased to
prime plus 11/2%. The Note is guaranteed by Intelligent Systems
Corporation and is secured by shares of the Corporation's common stock
and certificates of deposits owned by Intelligent Systems Corporation.
J. Leland Strange, a director of the Corporation, is a director and
the chief executive officer of Intelligent Systems Corporation
and owns approximately 22% of the outstanding stock of Intelligent
Systems Corporation.
Report of the Compensation Committee on Executive Compensation.
The Corporation's executive compensation program is
designed to foster revenue growth and increased profits.
The executive compensation program consists of three
elements: a base salary, an annual bonus and long term incentive
through stock ownership. The compensation program for each executive
officer is reviewed at least annually by the Committee. The annual
bonus for the executive officers is determined on the overall
financial performance of the Corporation, and, if an executive officer
is responsible for an operation, it will be determined, in part, on
the financial performance of that operation.
Numerous factors are taken into account in determining
the compensation of the Chief Executive Officer, including historic
compensation levels, compensation levels of other executive employees
of the Corporation and the amounts paid to the executive officers of
other corporations. The Compensation Committee reviews surveys
prepared by industry groups and accountants setting forth salary
levels of executive officers in other companies. In the case of
executive officers, other than the Chairman, President and Chief
Executive Officer, the Committee has authorized the Chief Executive
Officer to establish such executives' compensation.
Annual Bonus.
For fiscal 1997, the Chairman established an incentive
for the other executive officers based upon predetermined revenue and
pretax profit margin objectives as established by the Chief Executive
Officer. The program is designed to encourage both revenue and profit
growth. Partial payments of the annual bonus are made during the
fiscal year and the balance upon the definitive calculation of the
amounts payable after the end of the fiscal year. The annual
incentive compensation of Mr. Chitty was determined in the sole
discretion of the Committee based upon revenue and operating income of
the Corporation and the Committee's assessment of the performance
of the Chairman as well as total compensation paid to chief executive
officers of other companies.
Long Term Incentive.
The Committee believes that significant stock ownership
in the Corporation provides an economic incentive to the management to
grow the Corporation for the long term. Stock options have been
granted to executive officers during the past eight years. The stock
options normally vest at the rate of 25% a year and are for a term of
seven years. The options are designed to provide the recipients with
a greater interest in the long term growth and performance of the
Corporation through increases in the value of the shares they can
acquire pursuant to the stock option grants.
Compensation of Chief Executive Officer.
For fiscal 1997 the Committee established the Chief
Executive Officer's base salary at $185,000 and a bonus of $75,000.
In addition the Chief Executive Officer was granted a seven year stock
option to purchase 60,000 shares of Common Stock at $12.00 per share,
the fair market value of a share of Common Stock on the date the
option was granted.
The Committee took into account the fact that the Chief
Executive Officer is not provided with any perquisites, including
motor vehicle. The Compensation Committee believes that the
compensation programs are designed to improve financial results and
provide long term goals to grow the Corporation and the value of its
Common Stock.
Compensation Committee
Ugo F. Ippolito
Richard L. Jackson
J. Leland Strange
Comparison of Cumulative Total Return.
Set forth below is a line graph presentation showing the
comparison of the cumulative total return on the Corporation's Common
Stock to both the NASDAQ Stock Market Index for U.S. Companies and the
S&P Software & Services Index selected by the Corporation. The graph
assumes $100 invested on October 15, 1992 in Common Stock of the
Corporation and $100 invested on September 30, 1992 in the two
indexes. The comparison assumes that all dividends are reinvested.
Since the Corporation's Common Stock was not publicly traded until
October 15, 1992, the graph is limited to the period commencing
October 15, 1992 through the fiscal year end January 31, 1997 for the
Corporation's Common Stock and to the period commencing September 30,
1992 through January 31, 1997 for the indexes.
<TABLE>
[GRAPH GOES HERE]
10/15/92 1/93 1/94 1/95 1/96 1/97
<S> <C> <C> <C> <C> <C> <C>
IQ SOFTWARE CORPORATION 100 176 89 131 116 166
S & P COMPUTER SOFTWARE & SERVICES 100 120 148 169 258 419
NASDAQ STOCK MARKET - U.S. 100 122 138 137 186 227
</TABLE>
*$100 invested on 10/15/92 in stock or on 09/30/92 in index -
including reinvestment of dividends. Fiscal year ending January 31.
Board of Directors Proposal to Amend the 1993 Stock Option Plan.
Pursuant to the 1993 Stock Option Plan, as amended ("1993
Plan") the Corporation may issue not more than 600,000 shares of
Common Stock upon the exercise of stock options. The 1993 Plan,
including the amendment in 1995, was approved by the shareholders of
the Corporation. On December 10, 1996 the Board of Directors further
amended the 1993 Plan increasing the number of shares that may be
issued under the 1993 Plan by 500,000 shares. This is the only change
proposed to the 1993 Plan. This amendment is subject to the approval
of the shareholders at this Meeting.
Currently under the stock option plans, the Corporation
can only grant stock options for an additional 113,625 shares of
Common Stock based upon the current number of shares subject to
outstanding stock options. The Corporation believes that the number
of shares should be increased in order to continue to provide
long-term stock incentives to key employees, including new hires.
The purpose of the 1993 Plan is to provide an additional
incentive to officers and other key employees of the Corporation and
its subsidiaries as well as to encourage additional stock ownership in
the Corporation by such employees.
The 1993 Plan is administered by the Compensation
Committee ("Committee") appointed by the Board of Directors. The
Committee is comprised of three directors of the Corporation who are
not eligible to participate in the 1993 Plan. The Committee selects
the key employees who will be granted stock options and will determine
the number of shares to be offered, the duration of each option, the
vesting period and the other terms and conditions of each option
grant.
The major provisions of the 1993 Plan are as follows:
1. The Committee is authorized to grant stock options to
any officer, including officers who are also directors of the
Corporation, and other key employees of the Corporation and its
subsidiaries and affiliates and consultants at any time prior to March
25, 2003.
2. The option price will be not less than 100% of the
fair market value of the Common Stock of the Corporation at the time
the stock option is granted.
3. Each stock option will terminate on the date fixed by
the Committee which shall not be more than 10 years after the date of
grant. Stock options may terminate no later than one (1) year from
the date of termination of employment except that, in the event of
death or disability, the stock options which were exercisable at the
time of termination of employment may terminate no later than two (2)
years from that date.
4. Payment for stock purchased upon the exercise of a
stock option must be made in full at the time the stock option is
exercised.
5. The payment for the stock purchased is to be made in
cash except that the Committee has the authority under the 1993 Plan
to permit the payment for any option (or to require or permit the
payment of any withholding taxes payable upon the exercise of an
option) to be made by delivery of shares of Common Stock owned by the
optionee (or the withholding of shares to be delivered upon the
exercise of the option) which shares will be valued at the fair market
value at the time the option is exercised.
6. The Committee is authorized, as a condition of the
grant of an option, to require the cancellation of a previously
granted stock option under the 1993 Plan or any other stock option
plan adopted by the Corporation. The previously granted stock option
in such situations may be exercisable at prices substantially higher
than the fair market value of the Common Stock on the date that the
replacement stock option is granted.
7. The duration of any stock option may be extended by
the Committee for a period not to exceed one (1) year without changing
the original stock option price but in no event shall the stock option
be exercisable more than 10 years after the date of grant.
8. The Committee may grant incentive stock options
("ISO's") and non-qualified stock options ("NQSOs").
9. The 1993 Plan currently provides for the issuance of
not more than 600,000 shares of Common Stock pursuant to options
granted under the 1993 Plan, subject to adjustment based upon stock
splits, stock dividends and other similar action. The proposed
Amendment if approved by the shareholders would increase the number of
shares by an additional 500,000 shares. The 500,000 additional shares
of Common Stock represent 10.8% of the outstanding shares on May 2,
1997.
10. The Board of Directors may amend, suspend or
terminate the 1993 Plan at any time without the approval of the
shareholders; provided, however, that no amendment, suspension or
termination will increase the maximum number of shares of Common Stock
for which stock options may be granted or change the designation of
the class of employees and other persons eligible to receive stock
options without the approval of the shareholders.
The above summary of the 1993 Plan as proposed to be
amended is qualified in its entirety by reference to the complete text
of the 1993 Plan which is included as Attachment A to this Proxy
Statement.
It is not possible to estimate the number of officers
(including those officers who are directors) and other key employees
who may be granted stock options under the 1993 Plan.
There currently is also in effect a stock option plan
adopted by the Board of Directors on December 1, 1987 and approved by
the shareholders ("1987 Plan"). The 1987 Plan is substantially
similar to the 1993 Plan. Under the 1987 Plan, 400,000 shares of
Common Stock were authorized to be issued upon the exercise of stock
options granted. The 1987 Plan provides for the granting to employees
of ISOs and for the granting of NQSOs to employees, directors and
consultants. The 1987 Plan was amended in 1992 to exclude directors
who are not employees from participating in that Plan.
As of May 2, 1997, stock options have been granted under
the 1987 Plan to 55 employees, including officers and, prior to 1992,
to six directors who were not employees of the Corporation. Under the
1987 Plan, stock options for an aggregate of 622,700 shares of Common
Stock have been granted, stock options for 323,375 shares of Common
Stock have been exercised and there are outstanding stock options to
purchase 38,250 shares. Of the stock options granted to purchase
shares of Common Stock, options to purchase an aggregate of 37,500
shares were granted to the executive officers named in the "Summary
Compensation Table" set forth above and an aggregate of 30,000
shares were granted to the directors named in such table. Under the
1987 Plan, additional stock options for less than 40,000 shares of
Common Stock may be granted by the Committee plus any shares that
become available upon the termination of any option prior to its being
exercised. The Committee intends to grant additional options under
the 1987 Plan until the aggregate of 400,000 shares of Common Stock
are issued under the 1987 Plan or until the 1987 Plan expires on
December 1, 1997.
As of May 2, 1997 stock options have been granted under
the 1993 Plan to 93 employees and affiliates, including the three
executive officers named in the "Summary Compensation Table" set forth
above. Under the 1993 Plan stock options for an aggregate of 738,000
shares of Common Stock have been granted, stock options for 123,391
shares of Common Stock have been exercised and there are outstanding
options to purchase 401,359 shares.
Reference is made to the schedule headed "Stock Option
Grants for Fiscal Year Ended January 31, 1997" and "Aggregate Stock
Option Exercises in Fiscal Year Ended January 31, 1997 and Fiscal
Year-End Stock Option Values" set forth above.
The average of the low and high closing prices of a share
of Common Stock on May 2, 1997 was $7.75.
Under present federal tax law there will be no federal
income tax consequences to the Corporation upon the grant or exercise
of an ISO. Moreover, there will be no federal income tax consequences
to the optionee upon the grant of an ISO. However, there may be
federal income tax consequences to the optionee upon the exercise of
an ISO. Although, the optionee will realize no taxable income upon
the exercise of an ISO, the exercise of an ISO may subject the
optionee to the alternative minimum tax ("AMT"). The spread between
the option price and the fair market value of the Common Stock
acquired pursuant to an ISO on the date of its exercise is treated as
an item of adjustment for AMT purposes where the Common Stock
acquired upon the exercise of an ISO is not disposed of in the same
taxable year.
If the share of Common Stock acquired upon the exercise
of an ISO are disposed of within a year of the exercise of the ISO,
the disposition will be considered to be a disqualifying disposition.
In such event, the gain on the sale or exchange will generally be
treated as ordinary income to the optionee in the year of disposition.
If the optionee disposes of the shares of Common Stock acquired upon
the exercise of an ISO more than one year after the exercise, any gain
or loss realized on the subsequent sale or exchange will constitute a
long term capital gain or loss.
With respect to NQSOs, under present federal tax laws
there will be no federal income tax consequences to the Corporation or
to the optionee upon the grant of a NQSO. When an optionee exercises
a NQSO, the amount by which the fair market value of the Common Stock
acquired upon the exercise of the NQSO on the date of exercise exceeds
the exercise price of the NQSO, is taxed as ordinary income to the
optionee in the year of exercise and generally will be allowed as a
deduction for federal income tax purposes to the Corporation.
When the optionee disposes of the shares acquired upon
the exercise of a NQSO, any amounts received in excess of the fair
market value of the Common Stock on the date of exercise will be
treated as long-or-short-term capital gain to the optionee, depending
upon the holding period of the shares of Common Stock. If the amount
received is less than the fair market value of the shares on the date
of the exercise of the stock option, the loss will be treated as long-
or short-term capital loss, depending upon the holding period of the
shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE 1993 STOCK OPTION PLAN.
Other Information.
The solicitation of proxies may be made personally, by
telephone, by telegraph or by mail by officers and other employees of
the Corporation and its subsidiaries who will not be additionally
compensated therefor. In addition, the Corporation has engaged its
transfer agent to assist in connection with the solicitation of
proxies from shareholders whose shares are held in a nominee's name by
various brokerage firms and banks. The cost of such solicitation is
estimated to be less than $5,000. Brokerage houses and other
nominees, fiduciaries and custodians nominally holding shares of the
Corporation's Common Stock as of the record date will be requested to
forward proxy soliciting materials to the beneficial owners of
such shares and will be reimbursed by the Corporation for their
reasonable expenses. The cost of preparing, assembling and mailing
this proxy soliciting material and the Notice of Annual Meeting of
Shareholders will be paid by the Corporation.
Shareholder Proposals for 1996.
In order to be eligible for inclusion in the Corporation's
proxy statement for the 1997 Annual Meeting of Shareholders,
shareholder proposals must be received by the Corporation at its
principal office, addressed to the President at 3295 River Exchange
Drive, Suite 550, Norcross, Georgia 30092 by January 23, 1998.
Independent Auditors.
Ernst & Young LLP has been selected as the independent
auditors for the fiscal year ending January 31, 1998. A
representative of Ernst & Young LLP is expected to be present at the
Meeting and will have the opportunity to make a statement if desired
and such representative is expected to be available to respond to
appropriate questions.
Other Business.
It is not anticipated that any matter, other than those
set forth in the Notice of Annual Meeting of Shareholders and
described in this Proxy Statement, will be brought before the Meeting.
However, if any other matter should properly come before the Meeting,
it is the intention of the persons named on the enclosed proxy to vote
the executed proxies received by them in accordance with their best
judgment on such business and other matters including those dealing
with the conduct of the Meeting.
By Order of the Board of Directors,
UGO F. IPPOLITO
Secretary
May 23, 1997
ATTACHMENT A
IQ SOFTWARE CORPORATION
1993 STOCK OPTION PLAN
AS AMENDED BY THE BOARD OF DIRECTORS
SUBJECT TO THE APPROVAL OF THE SHAREHOLDERS
I. PURPOSE.
The IQ Software Corporation 1993 Stock Option Plan is
intended as an incentive and to encourage stock ownership by officers,
other key employees, consultants and employees of consultants of the
Corporation and of its Subsidiaries in order to provide them with a
proprietary interest or to increase their proprietary interest in the
Corporation's success and/or to encourage them to remain in the employ
of the Corporation or any of its Subsidiaries.
II. DEFINITIONS
Where the following words appear in this Plan, they shall
have the respective meanings set forth below, unless their context
clearly indicates a contrary meaning:
A. Affiliate - Any corporation or other business organization
in which the Parent owns, directly or indirectly, 25% or
more of the voting stock or capital at the time of the
granting of the Option.
B. Board of Directors - The Board of Directors of the
Corporation.
C. Code - The Internal Revenue Code of 1986, as amended,
including amendments hereafter adopted.
D. Committee - The Compensation Committee of the Board of
Directors or any successor Committee appointed by the Board
of Directors.
E. Corporation - IQ Software Corporation, a Georgia
corporation, that is the parent corporation as defined in
Subsections 424(e) and (g) of the Code.
F. Employee - Employee shall mean any officer or other key
employee (including an officer or other key employee who is
also a director) employed on a full-time basis by the
Corporation or any present or future Parent or Subsidiary or
Affiliate.
G. ISO - An option granted under the Plan which constitutes an
incentive stock option within the meaning of Section 422 of
the Code.
H. Non-Qualified Stock Option - An option granted under the
Plan which does not qualify as an incentive stock option
within the meaning of Section 422 of the Code.
I. Option - An option granted under the Plan which may be
either an ISO or a Non-Qualified Stock Option.
J. Option Agreement - The document setting forth the terms and
conditions of each Option.
K. Optionee - The holder of an Option.
L. Parent - Parent shall mean any present or future corporation
as defined in Subsections 424(e) and (g) of the Code.
M. Plan - IQ Software Corporation 1993 Stock Option Plan, as
the same may be amended from time to time in accordance with
the terms hereof.
N. Shares - The shares of common stock of the Company,
$0.000-1/3 par value, subject to adjustment as provided in
Paragraph V of the Plan.
O. Subsidiary - Any present or future subsidiary of the
Corporation as defined in Subsections 424(f) and (g) of the
Code.
III. ADMINISTRATION.
A. The Committee shall have full and complete authority in its
sole discretion, but subject to the express provisions of
the Plan, to grant Options; to determine the option price of
the Shares covered by each Option; the Employees and
consultants and employees of consultants of the Corporation
and of its Subsidiaries to whom, and the time or times at
which, Options shall be granted and the number of Shares to
be covered by each Option; to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating
to the Plan; to determine the terms and provisions of the
respective option grant (which terms need not be identical);
to cancel and amend Options (with the consent of the holder
of the Option where required); to impose such conditions on
the grant of Options as it determines to be appropriate,
including the surrender of outstanding stock options issued
under the Plan or any other stock option plan of the Parent,
regardless of the option price; and to make all other
determinations and rules and take such other action deemed
necessary or advisable for the administration of the Plan.
In addition, the Committee may extend the duration of any
Option for a period not to exceed one year subject to the
provisions of Paragraph VI B without changing the option
price upon such terms as the Committee may deem advisable.
Each determination, interpretation, rule or other action
made or taken pursuant to the Plan by the Committee shall be
final and conclusive for all purposes and upon all persons,
including, but without limitation thereto, the Corporation,
Subsidiaries, Affiliates, the Board of Directors, the
Committee, Optionees, Employees, consultants and employees
of consultants of the Corporation and its Subsidiaries and
Optionees and their respective successors in interest.
B. The Committee shall consist of not less than two (2)
directors. Each member of the Committee shall be a member
of the Board of Directors who is not eligible to participate
under the Plan and who has not been granted or awarded
equity securities of the Corporation for at least one year
prior to the time the director becomes a member of the
Committee or during such service on the Committee pursuant
to the Plan or any other "plan" within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act or 1934
("34 Act"), except as otherwise permitted under Rule 16b-3
(or any successor rule or regulation).
The Board of Directors may designate one (1) of the members
of the Committee as its chairman and the Committee shall
hold its meetings at such times and places as it shall deem
advisable. A majority of its members shall constitute a
quorum. All determinations of the Committee shall be made
by a majority of its members present at a meeting at which a
quorum was present. Any decision or determination reduced
to writing and signed by all the members of the Committee
shall be effective as if it had been made by a vote at a
meeting duly called and held. The Committee shall keep
minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem
advisable.
C. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the
administration of the Plan and the granting of Options
thereunder.
IV. ELIGIBILITY AND LIMITATIONS.
Options may be granted only to Employees and consultants
and employees of consultants of the Corporation or any Subsidiary or
Parent. Persons who are not Employees of the Corporation or of a
Subsidiary or Parent will not be eligible to receive an ISO. In
determining the number of shares to be covered by each Option, subject
to Paragraph V hereof, and persons to whom Options shall be granted,
the Committee shall take into account such factors as it shall deem
relevant in connection with accomplishing the purpose of the Plan as
set forth in Paragraph I hereof. Any person who has been granted an
Option may be granted an additional Option or Options if the Committee
shall so determine. No ISO shall be granted to an individual who, at
the time the ISO is granted, owns (within the meaning of Section
422(b)(6) of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation or of
its Parent or any Subsidiary, unless, at the time the ISO is granted,
the option price is at least 110 percent (110%) of the fair market
value of the Shares subject to the ISO, and the ISO by its terms is
not exercisable after the expiration of five (5) years from the date
the ISO is granted.
The aggregate fair market value (determined as of the
time an ISO is granted) of the Shares with respect to which ISO's are
exercisable for the first time by the Optionee during any calendar
year (under all plans of the Corporation and the Parent and
Subsidiaries, if any) shall not exceed $100,000. IBO's granted to an
Optionee in excess of such limitation in any calendar year shall be
deemed to be a Non-Qualified Stock Option.
Each Option must be granted within ten (10) years from
the date on which the Plan is adopted by the Board of Directors or the
date the Plan is approved by the shareholders of the Corporation,
whichever is earlier.
V. AVAILABLE SHARES AND STOCK ADJUSTMENTS.
A. The total number of Shares that may be issued pursuant to
Options granted under the Plan shall not exceed 1,100,000
Shares of Common Stock, subject to adjustment as set forth
hereinafter. Shares subject to the Plan may be either
authorized but unissued Shares or Shares that were once
issued and subsequently reacquired by the Corporation. If
any Option is surrendered before exercise or lapses without
exercise or for any other reason ceases to be exercisable,
the Shares reserved therefor shall continue to be available
under the Plan. The Corporation will reserve and keep
available a sufficient number of authorized but unissued
Shares and/or treasury Shares to be issued upon the exercise
of the Options.
B. In the event of a stock split, stock dividend, combination
of Shares, or a reclassification of the Shares or other
similar action by the Corporation, the total number of
Shares which may be issued under the Plan upon the exercise
of Options and the total number of Shares and/or the option
price contained in any outstanding Option pursuant to which
Options were granted under this Plan, shall be appropriately
adjusted as determined by the Board of Directors in its sole
discretion. Any such adjustment in the number of Shares
and/or option price of an ISO shall be made in such manner
as to not constitute a modification as defined in Subsection
424(h)(3) of the Code and only to the extent permitted by
Sections 422 and 425 of the Code.
C. In the event of any merger or consolidation or other
reorganization in which the Corporation shall be the
surviving corporation and its shareholders have a right to
receive (or retain), in whole or in part, equity securities
for the outstanding Shares held, each holder of an
outstanding Option shall be entitled to receive, upon the
exercise of the Option, in lieu of the number of Shares as
to which such holder of the Option would otherwise have been
entitled to receive upon the exercise of the Option
immediately prior to such merger or consolidation or other
reorganization, the number and class of shares or other
securities and consideration to which such holder of the
Option would have been entitled pursuant to the terms of the
merger or consolidation or other reorganization if, at the
time of such merger or consolidation or other
reorganization, such holder of the Option had been the
holder of record of a number of Shares equal to the number
of Shares to which such Option is then being so exercised.
Comparable rights shall accrue to each holder of an Option
in the event of successive mergers or consolidations or
other reorganization.
D. In the event of any merger or consolidation or other
reorganization, in which the shareholders of the Corporation
shall not receive (or retain) any equity securities of the
surviving corporation for their Shares, regardless of
whether the Corporation is the surviving corporation, or
upon the dissolution or liquidation of the Corporation,
except as hereinafter set forth, all Options (whether or not
vested in whole or in part) which have not been exercised
prior to such event, shall terminate upon such event unless
and to the extent the Board of Directors shall have provided
for the substitution of other options for, or for the
assumption by another corporation of, any unexercised
options then outstanding. Such action by the Board of
Directors may be taken with respect to ISO's only to the
extent permitted by the Code, including Sections 422 and
424, unless the Options are or are to become Non-Qualified
Stock Options. Except to the extent the Board of Directors
shall have provided for the substitution of other options
for, or for the assumption by another corporation of, any
unexercised Options then outstanding or shall have
specifically otherwise provided as permitted by this
subparagraph D, the Options which have not vested shall not
become exercisable prior to such event and all outstanding
Options shall expire upon such event.
E. In the event of any merger or consolidation or other
reorganization in which the Corporation is not the surviving
corporation and in which its shareholders shall receive
equity securities (regardless of whether they receive other
consideration) for their Shares, each holder of an
outstanding Option shall be entitled to receive, upon the
exercise of the Option, in lieu of the number of Shares as
to which such holder of the Option would otherwise have been
entitled to receive upon the exercise of the Option
immediately prior to such merger or consolidation or other
reorganization, the number and class of shares and other
securities and consideration to which such holder of the
Option would have been entitled pursuant to the terms of the
merger or consolidation or other reorganization if, at the
time of such merger or consolidation or other
reorganization, such holder of the Option had been the
holder of record of a number of Shares equal to the number
of Shares to which such Option is then being so exercised.
Comparable rights shall accrue to each holder of an Option
in the event of successive mergers or consolidations or
reorganizations.
F. Any adjustments pursuant to this Paragraph V may provide for
the elimination of any fractional interest which might
otherwise become subject to an Option, with or without
consideration, as determined by the Board of Directors of
the Corporation.
VI. OPTION TERMS.
The Options will be granted under terms and conditions
set forth in a written instrument as determined by the Committee from
time to time, which will include (but not by way of limitation) the
following:
A. PRICE AND PAYMENT - The purchase price of each Share covered
by each Option shall be determined by the Committee. The
purchase price of each Share covered by an Option shall not
be less than the fair market value of a Share at the time of
the granting of the Option. The fair market value of a
Share shall be determined without regard to any restriction
other than restrictions which by their terms will never
lapse. The purchase price of the Shares to which an Option
shall be exercised shall be paid in full at the time of the
exercise in cash or by check, subject to collection. The
Committee may also provide that the purchase price may be
paid in whole or in part by assigning to the Corporation a
number of Shares having a fair market value, determined as
of the date the Option is exercised, equal to the cash
amount of the option price for the Shares being acquired
upon the exercise of the Option. In such event, the
Committee may, in its sole discretion, require certain
representations and other conditions precedent to the
acceptance of the Shares from the Optionee.
B. DURATION - The duration of the Options shall be as
determined by the Committee, but in no event shall an Option
granted hereunder be exercisable after the earliest of any
of the following dates: (i) the expiration of ten (10) years
from the date the Option is granted; (ii) one (1) year after
the cessation of employment, engagement or officership, as
the case may be, of the holder of the Option with the
Corporation, any Subsidiary, or the Parent, except in the
event of termination of such employment or engagement or
election, as the case may be, by reason of disability or
death; (iii) two (2) years after the cessation of such
employment, engagement or officership, as the case may be,
in the event of termination of employment or engagement or
election, as the case may be, due to death or disability
(within the meaning of Subsection 422(c)(6) of the Code).
The Committee's determination as to whether such employment,
engagement or election of an Optionee has ceased and the
effective date thereof shall be final and conclusive on all
persons affected thereby. Whether military or other
government or eleemosynary service or other leave of absence
will constitute termination of such employment, engagement
or election shall be determined in each case by the
Committee in its sole discretion.
C. NON-TRANSFERABILITY - Options granted under the Plan shall
not be transferable otherwise than by will or the laws of
descent and distribution or as otherwise permitted pursuant
to Section 424(c)(4) of the Code (or any successor
provision). Options may be exercised during the lifetime of
the Optionee only by the Optionee personally or by the
Optionee's legal representative.
D. Exercise of Option - Options granted hereunder shall be
exercisable in whole or in part as determined by the
Committee except that no ISO shall be exercisable in whole
or in part prior to one (1) year from the date the ISO is
granted except as provided in Paragraph V.
E. CONDITIONS TO EXERCISE OF OPTIONS - Shares shall not be
issued with respect to any Option granted under the Plan
unless the issuance and delivery of such Shares shall comply
with (or be exempt from) all relevant provisions of law,
including, without limitation, the Securities Act of 1933,
as amended, the rules and regulations promulgated
thereunder, any applicable state securities law, and the
requirements of any stock exchange or nation market system
on which the Shares may then be listed. If the issuance or
transfer of Shares to be issued or issued pursuant to any
Option granted under this Plan may in the opinion of counsel
to the Corporation conflict or be inconsistent with any
applicable law or regulation of any governmental agency
having jurisdiction, including, without limitation, federal
and state securities laws, the Corporation reserves the
right to delay the issuance of the Shares upon the exercise
of an Option and such delay shall be without liability to or
other obligation of the Corporation. The Corporation shall
have no obligation hereunder to file registration statements
or other reports or notices or obtain any license or permit
or exemption under any federal or state law with respect to
the grant of an Option or the issuance of Shares upon the
exercise of an Option or the transfer of such Shares at any
time thereafter. The Board of Directors may require that
the holder of an Option, as a condition to each exercise of
the Option in whole or in part, to represent to the
Corporation in writing that the Shares to be acquired upon
the exercise of the Option are to be acquired by the holder
of the Option for investment purposes only, for such
person's own account, and not with a view to distribution
and make such other representations as counsel to the
Corporation may reasonably request to assure the
availability of an exemption from or compliance with the
registration, notice, reporting or permitting requirements
of applicable federal or state securities laws. The Option
may also set forth such other terms and conditions relating
to the non-registration or qualification of the Shares or
the issuance or transfer of the Shares by the Corporation
under the federal and state securities laws, as the Board of
Directors may prescribe. Such representations and other
terms and conditions shall continue in effect as long as
counsel to the Corporation may reasonably request.
F. DISPOSITION OF SHARES - In the event the disposition of
Shares acquired upon the exercise of any Option is not
covered by a then current registration statement under the
Securities Act of 1933, as amended, and under applicable
state securities laws, the Shares so purchased shall be
restricted against transfer to the extent and for as long as
required by such laws and regulations promulgated thereunder
or until, and as long as, the Shares are covered by
applicable registration statements filed by the Corporation
in its sole discretion.
G. TAX WITHHOLDINGS - The Corporation may, in its sole
discretion and on terms it shall determine, withhold, or
grant to an Optionee the right to elect to have withheld,
Shares having a fair market value not in excess of the
amount necessary to satisfy the withholding tax obligations
of the Optionee, in whole or in part, relating to the
exercise of the Option. Any election granted to an
executive officer (as defined pursuant to rules promulgated
under the 1934 Act) or director of the Parent shall only be
made during the period set forth in Rule 16b-3 promulgated
under the 1934 Act (or any successor rule or regulation).
VII. EXERCISE.
An Option granted hereunder shall be exercisable in whole
or in part only by written notice delivered in person or by mail to
the President or the Chief Financial Officer of the Corporation at its
principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor and other consideration
in accordance with the Option. The holder of an Option shall not be
deemed to be a holder of any Shares subject to any Option and shall
not be entitled to the rights of a holder of any Shares, including the
right to receive dividends, unless and until such Shares have been
issued.
VIII. TERMINATION AND AMENDMENT.
The Board of Directors may at any time terminate the
Plan, or make such amendments thereto or modifications thereof as it
shall deem advisable, including amendments deemed necessary or
desirable to conform any ISO to any change in the Code or regulations
thereto; provided, however, that the Board of Directors may not,
without further approval by the shareholders of the Corporation,
increase the maximum number of Shares for which Options may be granted
under the Plan or change the designation of the class of employees and
other persons eligible to receive Options. No termination,
modification or amendment of the Plan shall, without the consent
of the Optionee to whom an Option shall theretofore have been granted,
adversely affect the rights of such person under such Option without
such person's consent.
IX. MISCELLANEOUS.
APPLICABLE LAW. The Plan shall be governed and construed
in accordance with the laws of the State of Georgia.
EMPLOYEE/EMPLOYER RIGHTS. The granting of Options
hereunder shall be entirely discretionary and nothing in the Plan
shall be deemed to give any Employee, consultant or employee of any
consultant any right of continued employment, engagement or
officership, as the case may be, or give any person any right to
receive Options or additional Options hereunder or interfere in any
way with the right of the Corporation, its Parent or Subsidiary to
terminate the Optionee's employment, engagement or election, as the
case may be, for any reason or the right of the Employee, officer,
consultant or employee of any consultant, to terminate his/her
employment, engagement, or officership, as the case may be, for any
reason.
ISO GRANTS. This Plan is intended to provide in part for
the grant of incentive stock options pursuant to Section 422 of the
Code, including amendments thereto hereafter adopted, and the
provisions of the Plan as they relate to ISO's and the ISO's granted
shall be construed to effectuate such purpose. If for any reason it
is subsequently determined that an Option intended to qualify as an
ISO does not so qualify, the Corporation, Parent and Subsidiary shall
have no liability to the Optionee.
X. EFFECTIVE DATE.
The Plan shall become effective on the date of its
adoption by the Board of Directors subject to the approval of the Plan
by the shareholders of the Corporation within twelve (12) months after
the date of its adoption. The date of granting of an Option shall be
the date on which the Committee makes the determination of granting
such Option or such later date as designated by the Committee.
[ATTACHMENT -- PROXY CARD]
IQ SOFTWARE CORPORATION
This Proxy is Solicated on Behalf of the Board of Directors
of IQ Software Corporation
The undersigned hereby appoint Charles R. Chitty and Ugo F. Ippolito,
jointly and severally, proxies with full power of substitution to vote
all shares of Common Stock of IQ Software Corporation owned of record
by the undersigned on all matters which may come before the 1997
Annual Meeting of Shareholders to be held on June 24, 1997, and all
adjournments thereof, as hereinafter specified and, in their
discretion, upon such other matters as may come before meeting. The
undersigned instructs said proxies to vote as specified upon the items
shown on the reverse side hereof.
Please mark this Proxy as indicated on the reverse side to vote on any
item. If you wish to vote in accordance with the Board of Directors'
recommendations, please sign the reverse side; no boxes need to be
checked. Unless a contrary choice is specified on the reverse side
hereof, this Proxy will be voted "FOR" Items 1 and 2.
(Continued and to be signed on reverse side)
The Board of Directors recommends a vote FOR Proposals 1 and 2.
[X] Please mark
your votes
like this
Item 1 - Election of Directors
WITHHELD Nominees: Richard L. Jackson, J. Leland
FOR FOR ALL Strange
NOMINEES
To withhold your vote for any nominee(s)
[ ] [ ] write the nominee's name on the line
below:
Item 2 - Approve the Amendment to the
1993 Stock Option Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE.
Signature(s) Date , 1997
Please sign exactly as your name appears hereon. Joint owners should
each sign. In signing as attorney, executor, administrator, trustee,
guardian or officer, please add your title as such.
