<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to 14a-11(c) or Rule 14a-12
CITATION COMPUTER SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
[CITATION LOGO]
NOTICE OF THE 1998
ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT OF
CITATION COMPUTER SYSTEMS, INC.
<PAGE> 3
CITATION COMPUTER SYSTEMS, INC.
424 SOUTH WOODS MILL ROAD, SUITE 200
CHESTERFIELD, MISSOURI 63017
October 30, 1998
To the Shareholders of CITATION Computer Systems, Inc.:
Our 1998 Annual Meeting of Shareholders will be held at 8000 Forsyth
Boulevard, 15th Floor, Clayton, Missouri, at 10:00 a.m., local time, on Tuesday,
November 17, 1998. The matters to be acted on at the meeting are described in
detail in the Notice of Annual Meeting of Shareholders, Proxy Statement and
proxy that accompany this letter.
We cordially invite you to attend the Annual Meeting. Even if you plan
to be present at the Annual Meeting, you are requested to date, sign and return
the enclosed proxy in the envelope provided so that your shares will be
represented. The mailing of an executed proxy will not affect your right to vote
in person should you later decide to attend the Annual Meeting.
Representatives of the Company will also make a presentation regarding
the recently announced proposed business combination with MEDASYS Digital
Systems, S.A. However, you will not be asked to vote on or take any action with
regard to the proposed transaction at the Annual Meeting.
Sincerely,
/s/J. ROBERT COPPER
J. Robert Copper
Chairman and Chief
Executive Officer
WE NEED YOUR PROXY VOTE IMMEDIATELY. A SHAREHOLDER MAY THINK HIS OR HER
VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE ANNUAL MEETING OF
SHAREHOLDERS OF CITATION COMPUTER SYSTEMS, INC., SCHEDULED FOR NOVEMBER 17,
1998, WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A
MAJORITY OF THE SHARES ELIGIBLE TO VOTE ARE REPRESENTED. IN THAT EVENT, THE
COMPANY WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. YOUR
VOTE COULD BE CRITICAL TO ENABLE THE COMPANY TO HOLD THE MEETING AS SCHEDULED,
SO PLEASE RETURN YOUR PROXY IMMEDIATELY.
<PAGE> 4
CITATION COMPUTER SYSTEMS, INC.
424 SOUTH WOODS MILL ROAD, SUITE 200
CHESTERFIELD, MISSOURI 63017
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, NOVEMBER 17, 1998
To the Shareholders of CITATION Computer Systems, Inc.
Notice is hereby given that the Annual Meeting of Shareholders of
CITATION Computer Systems, Inc., a Missouri corporation (the "Company"), will be
held on Tuesday, November 17, 1998, at 10:00 a.m., local time, at 8000 Forsyth
Boulevard, 15th Floor, Clayton, Missouri.
Pursuant to the Company's Amended and Restated By-laws, the Board of
Directors of the Company has fixed the close of business on October 1, 1998 as
the record date for the determination of the shareholders of the Company
entitled to receive notice of and to vote at the Annual Meeting of Shareholders
and any adjournment thereof. The following items, described in the attached
Proxy Statement, will be on the agenda:
1. To elect two (2) Class 3 Directors to serve a three-year term
expiring at the Annual Meeting of Shareholders to be
held in 2001;
2. To ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors for the Company for the fiscal year ended
March 31, 1999; and
3. To transact such other business as may properly come before
the meeting.
So far as management is aware, there are no other matters expected to
be acted upon by the shareholders at the Annual Meeting other than the matters
described in Items 1 and 2 above.
By order of the Board of Directors,
/S/RICHARD D. NEECE
Richard D. Neece
Secretary
October 30, 1998
Chesterfield, Missouri
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
<PAGE> 5
CITATION COMPUTER SYSTEMS, INC.
424 SOUTH WOODS MILL ROAD, SUITE 200
CHESTERFIELD, MISSOURI 63017
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON TUESDAY, NOVEMBER 17, 1998
APPROXIMATE DATE OF MAILING: OCTOBER 30, 1998
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of CITATION Computer Systems, Inc., a
Missouri corporation (the "Company"), for use at the Annual Meeting of
Shareholders to be held on Tuesday, November 17, 1998 at 10:00 a.m., local time,
at 8000 Forsyth Boulevard, 15th Floor, Clayton, Missouri, and any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Shareholders.
All proxies will be voted in accordance with the instructions contained
in the proxy. If no choice is specified, proxies will be voted in favor of the
election of the nominees for director proposed by the Board of Directors in
Proposal I and in favor of the ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal
year ending March 31, 1999, as recommended by the Board of Directors. A
shareholder who executes a proxy may revoke it at any time before it is
exercised by delivering to the Company another proxy bearing a later date, by
submitting written notice of such revocation to the Secretary of the Company or
by personally appearing at the Annual Meeting and casting a contrary vote.
This Proxy Statement, the Notice of Annual Meeting and the accompanying
proxy were first mailed to the shareholders of the Company on or about October
30, 1998. The Company will bear the entire expense of soliciting proxies.
Proxies will be solicited by mail initially. The directors, executive officers
and employees of the Company also may solicit proxies personally or by telephone
or other means, but such persons will not be specially compensated for such
services. Certain holders of record, such as brokers, custodians and nominees,
may be requested to distribute proxy materials to beneficial owners and will be
reimbursed by the Company for their reasonable expenses incurred in sending
proxy materials to beneficial owners.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The close of business on October 1, 1998 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting. Each outstanding share of the common stock, $0.10 par value,
of the Company ("Common Stock") is entitled to one vote. On October 1, 1998,
there were outstanding and entitled to vote 3,829,445 shares of Common Stock.
<PAGE> 6
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the amount of
Common Stock beneficially owned, as of October 1, 1998, by each director of the
Company, each nominee for election as a director of the Company, the executive
officers named in the Summary Compensation Table, any person who is known by the
Company to own beneficially more than 5% of the Common Stock and all directors
and executive officers of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF OUTSTANDING
NAME AND ADDRESS(1) BENEFICIALLY OWNED COMMON STOCK(1)
------------------- ------------------ ----------------------
<S> <C> <C>
J. Robert Copper.............................................. 368,077(2) 9.3%
Richard D. Neece.............................................. 173,666(3) 4.4
Fred L. Brown................................................. 16,830(4) (5)
Larry D. Marcus............................................... 16,584(6) (5)
James F. O'Donnell(7)......................................... 632,895(8)(9) 16.5
David T. Pieroni.............................................. 8,634(10) (5)
Russell L. Fortune............................................ 14,866(11) (5)
CFB Venture Fund I, Inc.(7)................................... 630,229 16.5
Kennedy Capital Management, Inc.(7)........................... 364,500 9.5
All directors and executive officers as
a group (7 persons)........................................ 1,231,552 30.2%
</TABLE>
(1) Except as otherwise indicated, each individual has sole voting and
investment power over the shares listed beside his name. The percentage
calculations for beneficial ownership are based upon 3,829,445 shares of
Common Stock that were issued and outstanding as of October 1, 1998. Except
as otherwise indicated, the address for each person is 424 South Woods Mill
Road, Suite 200, Chesterfield, Missouri 63017.
(2) Amount includes: (i) 99,700 shares of Common Stock held in a trust for the
benefit of Mr. Copper's children; (ii) 100,000 shares of Common Stock Mr.
Copper may acquire pursuant to options to acquire shares of Common Stock at
the exercise price of $5.00 per share; (iii) 50,000 shares of Common Stock
Mr. Copper may acquire pursuant to options to acquire shares of Common
Stock at the exercise price of $14.25; and (iv) 1,666 shares of Common
Stock Mr. Copper may acquire pursuant to options to acquire shares of
Common Stock at the exercise price of $6.187 per share.
(3) Amount includes: (i) 50,000 shares of Common Stock Mr. Neece may acquire
pursuant to the exercise of options to acquire shares of Common Stock at
the exercise price of $5.00 per share; (ii) 30,000 shares of Common Stock
Mr. Neece may acquire pursuant to the exercise of options to acquire shares
of Common Stock at the exercise price of $14.25 per share; and (iii) 1,666
shares of Common Stock Mr. Neece may acquire pursuant to options to acquire
shares of Common Stock at the exercise price of $6.187 per share.
(4) Amount includes 666 shares of Common Stock Mr. Brown may acquire pursuant
to the exercise of options to acquire shares of Common
Stock at the exercise price of $9.125 per share.
(5) Less than one percent.
(6) Amount includes 1,666 shares of Common Stock Mr. Marcus may acquire
pursuant to the exercise of options to acquire shares of Common Stock at
the exercise price of $9.00 per share.
(7) The address for Mr. O'Donnell and CFB Venture Fund I, Inc. is 11 South
Meramec, Suite 1430, Clayton, Missouri 63105. The address for Kennedy
Capital Management, Inc. is 10829 Olive Blvd., St. Louis, Missouri 63141.
(8) Mr. O'Donnell is Chairman of CFB Venture Fund I, Inc. and may be deemed to
beneficially own the shares held by CFB Venture Fund, I, Inc. Mr. O'Donnell
disclaims beneficial ownership of all shares held by CFB Venture Fund, I,
Inc.
(9) Amount includes 666 shares of Common Stock Mr. O'Donnell may acquire
pursuant to the exercise of options to acquire shares of Common Stock
at the exercise price of $9.00 per share.
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<PAGE> 7
(10) Amount includes 666 shares of Common Stock Mr. Pieroni may acquire pursuant
to the exercise of options to acquire shares of Common Stock at the
exercise price of $6.50 per share.
(11) Amount includes: (i) 6,000 shares of Common Stock Mr. Fortune may acquire
pursuant to the exercise of options to acquire shares of Common Stock at
the exercise price of $6.88 per share; (ii) 2,000 shares of Common Stock
Mr. Fortune may acquire pursuant to options to acquire shares of Common
Stock at the exercise price of $4.50 per share; and (iii) 1,666 shares of
Common Stock Mr. Fortune may acquire pursuant to options to acquire shares
of Common Stock at the exercise price of $6.125 per share.
-3-
<PAGE> 8
PROPOSAL I: ELECTION OF DIRECTORS
In accordance with the Articles of Incorporation, as amended, and the
Amended and Restated By-laws of the Company, the Board of Directors has fixed
the number of directors at five, divided into three classes, with the terms of
office of each class ending in successive years. The Board of Directors has
nominated J. Robert Copper and David T. Pieroni for election as Class 3
directors to hold office until the 2001 Annual Meeting of Shareholders, until
their respective successors are elected and qualified or until their earlier
death, resignation or removal. There is no cumulative voting in the election of
directors.
The persons named as proxies on the accompanying proxy intend to vote
all duly executed proxies received by the Board of Directors for the election of
J. Robert Copper and David T. Pieroni as Class 3 directors, except as otherwise
directed by the shareholder on the proxy. Messrs. Copper and Pieroni currently
are directors of the Company. If for any reason Messrs. Copper or Pieroni become
unavailable for election, which is not now anticipated, the persons named in the
accompanying proxy will vote for such substitute nominee as is designated by the
Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF J. ROBERT COPPER AND DAVID T. PIERONI AS CLASS 3 DIRECTORS.
The name, age, principal occupation or position and other directorships
with respect to Messrs. Copper and Pieroni and the other directors whose terms
of office will continue after the Annual Meeting is set forth below.
CLASS 3 NOMINEES TO BE ELECTED FOR A TERM OF
THREE YEARS EXPIRING IN 2001
J. ROBERT COPPER, 59, has been a director of the Company since May
1992. Mr. Copper was appointed Chairman and Chief Executive Officer of the
Company in January 1995. Prior to that time, Mr. Copper was active as a partner
in Hales, Copper & Company, a management consulting firm, which he joined in
1992. From 1990 to 1992, Mr. Copper was President and Chief Executive Officer of
the PLC Group, a management consulting firm specializing in mergers and
acquisitions. From 1988 to 1990, Mr. Copper was President and Chief Executive
Officer of Pet, Incorporated, a packaged foods company. Mr. Copper was Senior
Vice President, Planning and Development, for IC Industries (now Whitman Corp.),
a conglomerate, from 1980 to 1988.
DAVID T. PIERONI, 53, has been a director of the Company since August
1991. Mr. Pieroni formed Pieroni Management Counselors, Inc., a management
consulting company, in 1990. Mr. Pieroni served as President of Pieroni
Management Counselors, Inc. from 1990 to 1991 and from 1995 to the present. He
formed Independent Management Advisors Inc., a consultant affiliation
organization, in 1997 and serves as its President. From 1992 to 1995, Mr.
Pieroni was President of Spencer & Spencer Systems, Inc. In 1995, Mr. Pieroni
joined the Farris Group and was President of the Farris Group in 1996 and part
of 1997. From January 1996 until September 1996, Mr. Pieroni also served as
Corporate Development Officer of Lasersight, Inc. and continues to serve as a
director of that company. From 1977 to 1990, Mr. Pieroni was a partner in Ernst
& Young LLP in their health care and management consulting practice.
-4-
<PAGE> 9
CLASS 1 - TO CONTINUE IN OFFICE UNTIL 1999
FRED L. BROWN, 57, has been a director of the Company since February
1993. Mr. Brown has been elected to serve as Chairman of the American Hospital
Association beginning January 1, 1999. Mr. Brown has served as Chairman and
Chief Executive Officer of BJC Health System, headquartered in St. Louis,
Missouri, since June 1993 and will serve in such capacity until December 31,
1998 at which time, he will become Vice Chairman of BJC Health System. Mr. Brown
was President and Chief Executive Officer of Christian Health Services from
January 1986 to February 1993. Mr. Brown also serves on the Board of Directors
of Commerce Bancshares, Inc. and Morrison Health Care, Inc.
LARRY D. MARCUS, 49, has been a director of the Company since September
1996. From September 1989 until May 1996, Mr. Marcus served as Chief Financial
Officer of River City Broadcasting, L.P. Currently, Mr. Marcus is principally
engaged in civic, charitable, and entrepreneurial activities. Mr. Marcus also
serves on the Board of Directors of Better Communications, Inc.
CLASS 2 - TO CONTINUE IN OFFICE UNTIL 2000
JAMES F. O'DONNELL, 51, was elected as a director of the Company in
1994. Mr. O'Donnell is Chairman and Chief Executive Officer of Capital For
Business, Inc., an investment manager of two federally licensed SBIC venture
funds, and has served as President or Chairman of that company since 1987. Mr.
O'Donnell is also Chairman and Chief Executive Officer of CFB Venture Fund I,
Inc. and Chairman of CFB Partners, Inc.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended March 31, 1998, the Board of Directors of
the Company met six times, including both regularly scheduled and special
meetings. During such year, all of the incumbent directors attended at least 75%
of all meetings held by the Board of Directors and all committees on which they
serve.
The standing committees of the Board of Directors are the Audit
Committee and the Compensation Committee.
AUDIT COMMITTEE. Messrs. Pieroni and O'Donnell are the current members
of the Audit Committee. The duties of the Audit Committee include periodic
meetings with independent auditors, management and internal auditors of the
Company to review the work of each and ensure that each is properly discharging
its responsibilities. The Audit Committee met two times during the fiscal year
ended March 31, 1998.
COMPENSATION COMMITTEE. Messrs. Pieroni, O'Donnell and Brown are the
current members of the Compensation Committee. The duties of the Compensation
Committee include recommending salary and bonus levels for the senior officers
of the Company. The Compensation Committee met once during the fiscal year ended
March 31, 1998.
The Company does not have a standing Nominating Committee. The Board of
Directors may nominate candidates for director positions and shareholders may
nominate candidates for director positions in the manner set forth in the
Amended and Restated By-Laws of the Company. Each director who is not employed
by the Company receives a monthly fee of $1,000 for serving as a director of the
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<PAGE> 10
Company, which fee may be in the form of cash or, at the election of the
director, shares of Common Stock of the Company.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation of the Company's Chief
Executive Officer and each other executive officer whose base salary and bonus
exceeded $100,000 during the fiscal year ended March 31, 1998:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------- ------------
SECURITIES
NAME AND PRINCIPAL FISCAL UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) OPTIONS (#) COMPENSATION($)(1)
- -------- ---- --------- -------- ----------- ------------------
<S> <C> <C> <C> <C> <C>
J. Robert Copper 1998 $ 204,200 -- 5,000 $ 1,000
Chairman and Chief 1997 191,701 $90,000 50,000 2,498
Executive Officer 1996 149,333 -- 100,000 1,407
Richard D. Neece 1998 150,000 -- 5,000 --
President and Chief 1997 136,252 55,000 30,000 --
Financial Officer 1996 67,292(2) -- 50,000 --
Russell Fortune 1998 91,000 17,500(3) 5,000 1,024
Executive Vice 1997 77,250 35,868(3) -- 1,386
President, International Sales 1996 66,000 39,304(3) 2,000 1,490
Duane Fitch 1998(4) 120,000 -- 11,000 36,368(5)
Executive Vice 1997 53,750 -- -- --
President Sales 1996(6) -- -- -- --
</TABLE>
- ---------------------------
(1) Except as otherwise indicated, the dollar amount shown consists solely of
contributions by the Company to the CITATION Computer Systems, Inc.
Retirement Savings Plan.
(2) Mr. Neece's employment with the Company commenced on July 17, 1995. The
dollar amount shown represents compensation paid to Mr. Neece during the
period July 17, 1995 to March 31, 1996.
(3) The dollar amount shown reflects commissions earned during each fiscal
year ended March 31.
(4) Mr. Fitch terminated his employment with the Company effective June 30,
1998.
(5) The dollar amount shown represents relocation expenses.
(6) Mr. Fitch began his employment with the Company in October 1996.
-6-
<PAGE> 11
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock option
grants made during the fiscal year ended March 31, 1998 to the individuals named
in the Summary Compensation Table. No SARs were granted to the named individuals
during the fiscal year ended March 31, 1998:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
---- ------------ ------------------ ----------- ----------
<S> <C> <C> <C> <C>
J. Robert Copper 5,000 10.0% $ 6.187 August 15, 2007
Richard D. Neece 5,000 10.0 6.187 August 15, 2007
Russell L. Fortune 5,000 10.0 6.125 August 15, 2007
Duane Fitch 11,000 23.0 7.24 August 15, 2007(1)
</TABLE>
- ----------------------
(1) Due to the termination of his employment, Mr. Fitch's options expired on
September 28, 1998.
The following presents certain information concerning stock option
exercises in the fiscal year ended March 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED FISCAL YEAR END FISCAL YEAR END
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE(#) UNEXERCISABLE($)
- ---- ----------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
J. Robert Copper -- -- 150,000/5,000 $937,500/$46,875
Richard D. Neece -- -- 80,000/5,000 468,750/46,875
Russell L. Fortune -- -- 8,000/5,000 75,000/46,875
Duane Fitch -- -- 3,000/16,000(1) --/103,125(1)
</TABLE>
- ----------------------
(1) Due to the termination of his employment, Mr. Fitch's options expired on
September 28, 1998.
-7-
<PAGE> 12
CHANGE IN CONTROL AGREEMENTS
The Company has entered into Change in Control Agreement (the
"Agreement") with Russell L. Fortune, the Executive Vice President,
International Sales of the Company. The Agreement provides that Mr. Fortune will
be paid an amount equal to two times his average annual compensation for the
last two years if, within 12 months of a "Change in Control" of the Company (as
such term is defined in the Agreement), Mr. Fortune (a) is terminated or elects
to terminate his employment with the Company following a reduction of his annual
cash compensation by ten percent or more or (b) is relocated to a workplace that
is at least fifty miles away from his current workplace. Notwithstanding the
foregoing, Mr. Fortune is not entitled to compensation under the Agreement if he
is terminated because of death, long-term disability or for "Cause" (as such
term is defined in the Agreement).
PROPOSAL II: APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected PricewaterhouseCoopers LLP as
independent auditors to audit the financial statements of the Company for the
fiscal year ending March 31, 1999. A resolution will be presented at the meeting
to ratify the appointment of PricewaterhouseCoopers LLP. A representative of
PricewaterhouseCoopers LLP is expected to be present at the meeting to answer
questions and make a statement if he or she desires to do so.
The affirmative vote of a majority of the shares of Common Stock which
are present or represented by proxy at the Annual Meeting on this proposal is
required for approval. If the shareholders do not approve this proposal, the
selection of independent auditors will be reconsidered by the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING MARCH 31, 1999.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's executive officers and directors,
and persons who own more than ten percent of the Company's outstanding stock,
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. During the fiscal year ended March 31, 1998, to the
knowledge of the Company, all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with by such officers, directors and beneficial owners.
FUTURE SHAREHOLDER PROPOSALS
Under applicable regulations of the Securities and Exchange Commission,
all proposals of shareholders to be considered for inclusion in the proxy
statement for, and to be considered at, the 1999 Annual Meeting of Shareholders
must be received at the offices of the Company, c/o Secretary, 424 South Woods
Mill Road, Suite 200, Chesterfield, Missouri 63017 by not later than June 1,
1999. The Company's Amended and Restated By-laws also prescribe certain time
limitations and procedures regarding prior written notice to the Company by
shareholders, which limitations and procedures must be complied with for
proposals of shareholders to be included in the Company's proxy statement for,
and to be
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<PAGE> 13
considered at, such annual meeting. Any shareholder who wishes to make
such a proposal should request a copy of the applicable provisions of the
Company's Amended and Restated By-laws from the Secretary of the Company.
ANNUAL REPORT
The Annual Report to Shareholders of the Company for the fiscal year
ended March 31, 1998 has been mailed simultaneously to the shareholders of the
Company. A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1998, as filed with the Securities and Exchange Commission
(excluding exhibits), may be obtained by any shareholder, without charge, upon
written request to Richard D. Neece, Secretary, 424 South Woods Mill Road, Suite
200, Chesterfield, Missouri 63017.
OTHER BUSINESS
The Board of Directors, at the date hereof, is not aware of any
business to be presented at the Annual Meeting other than that referred to in
the Notice of Annual Meeting of Shareholders and discussed herein. If any other
matter should properly come before the Annual Meeting, the persons named on the
enclosed form of proxy will have discretionary authority to vote the shares of
Common Stock represented by proxies in accordance with their discretion and
judgment as to the best interests of the Company.
J. Robert Copper
Chairman of the Board and
Chief Executive Officer
October 30, 1998
Chesterfield, Missouri
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<PAGE> 14
PROXY SOLICITED BY THE BOARD OF DIRECTORS
CITATION COMPUTER SYSTEMS, INC.
ANNUAL MEETING OF SHAREHOLDERS NOVEMBER 17, 1998
The undersigned hereby nominates, constitutes, and appoints JAMES F. O'DONNELL
and LARRY D. MARCUS (the "Proxies"), and each of them, true and lawful
attorney(s), with full power of substitution and revocation, to vote all of the
shares of Common Stock, $0.10 par value per share of CITATION Computer
Systems, Inc., (the "Company"), which the undersigned is entitled to vote at
the Annual Meeting of Shareholders scheduled to occur on November 17, 1998 and
at any adjournment(s) thereof (the "Meeting"), with all the powers the
undersigned would possess if personally present, including authority to vote
on the matters stated below in the manner directed, upon any other matter
which may properly come before the Meeting in such manner as the Proxies may
in their discretion determine, and the authority to substitute and vote for
another nominee as described in the accompanying Proxy Statement. The
undersigned hereby revokes any proxy previously given to vote such shares at
the Meeting.
1. Election of directors
[ ] FOR ALL the nominees [ ] WITHHOLD authority to vote
(except as marked below) for ALL the nominees listed below
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
For a term expiring in 2001: J. Robert Copper
David T. Pieroni
2. Ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors for the Company
[ ] FOR [ ] AGAINST [ ] ABSTAIN
CONTINUED AND TO BE SIGNED ON REVERSE
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY, WHEN PROPERLY EXECUTED,
WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR BOTH OF THE NOMINEES FOR
DIRECTOR LISTED IN 1 ABOVE AND FOR THE RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS IN 2 ABOVE. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE
1998 ANNUAL REPORT TO SHAREHOLDERS, THE NOTICE OF ANNUAL MEETING AND THE PROXY
STATEMENT.
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE
Date:__________________________
_______________________________
Signature
_______________________________
Signature
Sign exactly as name appears at left. Where stock is issued
in two or more names, all should sign. If signing as
attorney, administrator, executor, trustee, guardian, or
other fiduciary, give full title as such. A corporation
should sign by authorized officer and affix seal. If this
Proxy is executed by two or more persons or entities it
shall pertain to all shares of common stock of the Company
held in the individual name of each person or entity as well
as all shares of common stock of the Company held in joint
name by any two or more such persons or entities.
