<PAGE> 1
EXHIBIT 5
BOARD COMPENSATION
In accordance with the terms of the Outside Directors Compensation and
Stock Option Plan, all outside directors receive an annual retainer of $7,000
for serving as members of the Board of Directors and $1,000 for each Board of
Directors meeting attended, as well as a stock option to purchase 4,000 shares,
granted on the first business day following the annual meeting of shareholders,
with an exercise price equal to the fair market value of the Company's Common
Stock at the close of trading on the last trading day prior to the issuance of
the option, in each case pro rated for service during a partial year. All
options granted under the Outside Directors Compensation and Stock Option Plan
are fully vested upon grant.
During 1999, the Company paid J. Kenneth Brody the sum of $12,000 for
services as a consultant. Mr. Brody has served the Company as a consultant since
1988. The Company expects to retain Mr. Brody's services as a consultant in 2000
at approximately the same level of business for the same level of compensation.
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
Shown below is information concerning the annual and long-term compensation
for services in all capacities to the Company for the years ended December 31,
1999, 1998, and 1997, of the following persons: (i) the chief executive officer
of the Company as of December 31, 1999 and (ii) the other four most highly
compensated executive officers of the Company who were serving in that capacity
as of December 31, 1999. The individuals described in (i) and (ii) above are
referred to as the "Named Executive Officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES ALL OTHER
----------------------- STOCK UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) AWARD($)(2) OPTIONS(#) ($)(3)
--------------------------- ---- ------------ -------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Matthew W. Chapman............... 1999 255,000 100,000 5,500 20,000 7,680
Chairman and Chief 1998 226,000 226,000 -- 30,000 11,180
Executive Officer 1997 205,000 -- -- -- 11,180
Robert P. Chamness............... 1999 227,500 75,000 5,500 16,500 9,356
Director, President and 1998 203,150 192,993 -- 25,000 12,800
Chief Operating Officer 1997 184,500 -- -- -- 12,800
Robert T. Jett................... 1999 200,000 50,000 5,500 10,000 9,356
Director, Executive Vice 1998 180,000 108,000 -- 15,000 12,800
President and Secretary 1997 162,500 -- -- -- 12,800
Lois M. Roberts.................. 1999 175,000 50,000 5,500 5,000 2,156
Executive Vice President 1998 160,000 80,000 -- 16,000 12,800
1997 138,750 -- -- 5,000 3,915
Kathleen M. Bromage.............. 1999 109,375 118,292 -- -- 480
Vice President 1998 -- -- -- -- --
1997 -- -- -- -- --
</TABLE>
---------------
(1) Includes amounts deferred by executive officers under the Company's 401(k)
profit sharing plan.
(2) Represents the dollar value of stock issued through the Company's Employee
Savings and Stock Ownership Plan. The Plan consists of two components: bonus
and 401(k) match. For the bonus, stock value was calculated at the average
stock price for the six months ended June 30, 1999. For the 401(k) match,
stock value was calculated at the average stock price per quarter.
<PAGE> 2
(3) Stated amounts include Company contributions to the Company's 401(k) profit
sharing plan, life insurance premiums, and parking and automobile allowance
as follows:
DESCRIPTION OF "ALL OTHER COMPENSATION" AMOUNTS
<TABLE>
<CAPTION>
1999 1998 1997 DESCRIPTION
------ ------ ------ --------------------------------
<S> <C> <C> <C> <C>
Matthew W. Chapman......... $ -- $3,200 $3,200 401(k) Plan contribution
480 780 780 Life insurance premium
7,200 7,200 7,200 Parking and automobile allowance
Robert P. Chamness......... -- 3,200 3,200 401(k) Plan contribution
480 780 780 Life insurance premium
8,876 8,820 8,820 Parking and automobile allowance
Robert T. Jett............. -- 3,200 3,200 401(k) Plan contribution
480 780 780 Life insurance premium
8,876 8,820 8,820 Parking and automobile allowance
Lois M. Roberts............ -- 3,200 3200 401(k) Plan contribution
480 780 715 Life Insurance premium
1,676 8,820 -- Parking and automobile allowance
Kathleen M. Bromage........ 480 -- -- Life Insurance premium
</TABLE>
STOCK OPTIONS GRANTED
The following table contains information concerning the grant of stock
options under the Company's 1995 Consolidated Stock Option Plan (the "1995
Plan") to the Named Executive Officers in 1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(2)
------------------------------------------------- ---------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(1) FISCAL YEAR ($/SH.) DATE 5% ($) 10% ($)
---- ---------- ------------ -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Matthew W. Chapman................. 20,000 8.2% $12.25 1/21/09 $154,077 $390,466
Robert P. Chamness................. 16,500 6.8% $12.25 1/21/09 $127,114 $322,134
Robert T. Jett..................... 10,000 4.1% $12.25 1/21/09 $ 77,038 $195,232
Lois M. Roberts.................... 5,000 2.0% $12.25 1/21/09 $ 38,518 $ 97,615
Kathleen M. Bromage................ -- -- -- -- -- --
</TABLE>
---------------
(1) The option grants listed above all vest 20 percent per year on each of the
five anniversary dates following the date of grant.
(2) These calculations are based on certain assumed annual rates of appreciation
as required by rules adopted by the Securities and Exchange Commission
requiring additional disclosure regarding executive compensation. Under
these rules, an assumption is made that the shares underlying the stock
options shown in this table could appreciate at rates of 5% and 10% per
annum on a compounded basis over the ten-year term of the stock options.
Actual gains, if any, on stock option exercises are dependent on the future
performance of the Company's Common Stock and overall stock market
conditions. There can be no assurance that amounts reflected in this table
will be achieved.
<PAGE> 3
OPTION EXERCISES AND HOLDINGS
The following table provides information concerning the exercise of options
during 1999 and unexercised options held as of December 31, 1999, with respect
to the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS
SHARES ACQUIRED VALUE AT FY-END (#) AT FY-END ($)(1)
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------- --------------------- --------------------
<S> <C> <C> <C> <C>
Matthew W. Chapman................... -- -- 66,000 / 84,000 -- / --
Robert P. Chamness................... -- -- 155,000 / 66,500 $ 102,250 / --
Robert T. Jett....................... -- -- 33,000 / 42,000 -- / --
Lois M. Roberts...................... -- -- 14,625 / 25,600 $ 1,150 / --
Kathleen M. Bromage.................. -- -- -- / -- -- / --
</TABLE>
---------------
(1) Market value of the underlying securities at December 31, 1999, $8.0625 per
share, minus the exercise price of the unexercised options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, the Compensation Committee was comprised of Eran S. Ashany, J.
Kenneth Brody (Chair), L.B. Day and Lorraine O. Legg, none of whom was otherwise
employed by the Company.
In 1997, the Company formed Lori Mae, L.L.C., an Oregon limited liability
company ("Lori Mae"), with Pacific Securitization, Inc., a California
corporation involved in asset securitization. The Company and Pacific
Securitization, Inc. each own 50 percent of Lori Mae. Lori Mae was formed to
acquire and securitize standardized small business loans and credit lines
originated by the Company's client banks and other regulated financial
institutions. Lorraine Legg, a member of the Company's Board of Directors, owns
a 39.25 percent interest in Pacific Securitization, Inc.
<PAGE> 4
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company entered into an Employment Agreement (the "Agreement") with
Eric T. Wagner on November 21, 1995 when it acquired Culverin Corporation. The
Agreement expires on November 20, 2000. The Agreement provided Mr. Wagner with
an initial annual base salary of $120,000, with adjustments made annually as
determined by the Company's President, and incentive compensation based upon the
achievement of certain performance objectives. In the event that the Agreement
is terminated by the Company for convenience or by Mr. Wagner for good reason,
then Mr. Wagner is entitled to severance in an amount not more than the amount
he would have received during the remaining term of the Agreement, but not less
than the lesser of (i) the amount he received during the twelve month period
immediately preceding the termination or (ii) the amount he would have received
during the remaining term of the Agreement.
The Company has entered into Executive Retention Agreements, currently with
nine executive officers of the Company, including four of the Named Executive
Officers. The Executive Retention Agreements provide favorable severance
benefits for the executive officers should their positions be diminished or
terminated due to a change in control. Specifically, they authorize, upon the
occurrence of a change-in-control, a severance payment to the executive officer
of a single payment in cash equal to three times the officer's annual
compensation, including base, bonus and incentive compensation, at the rate in
effect immediately prior to termination or at the rate in effect immediately
prior to the change in control of the Company, whichever is greater. The
executive officers may also receive certain other benefits in the event of a
change in control, all of which are described in the Executive Retention
Agreement.
In connection with our acquisition of MECA, we assumed the obligations
under an employment agreement between Kathleen Bromage and MECA. Ms. Bromage is
Vice President of our E-commerce Group. Her employment agreement provides that,
among other things, Ms. Bromage is entitled to receive one-year continuation of
salary, short-term incentive awards and benefits if she is terminated without
cause.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company engaged the services of Michaels Printing, Inc. for purposes of
printing and related services, for which the Company paid an aggregate of
approximately $69,900 during 1999. Robert T. Jett, Executive Vice President,
Secretary and a member of the Board of Directors of the Company, is the brother
of Michael Jett, an equity owner of Michaels Printing, Inc. The Company believes
that the terms and conditions under which printing orders have been made with
Michaels Printing, Inc. have been based on competitive prices for similar
services available within the Portland metropolitan area. The Company expects to
continue this business relationship in 2000.
In 1997, the Company formed Lori Mae, L.L.C., an Oregon limited liability
company ("Lori Mae"), with Pacific Securitization, Inc., a California
corporation involved in asset securitization. The Company and Pacific
Securitization, Inc. each own 50 percent of Lori Mae. Lori Mae was formed to
acquire and securitize standardized small business loans and credit lines
originated by the Company's client banks and other regulated financial
institutions. Lorraine Legg, a member of the Company's Board of Directors, owns
a 39.25 percent interest in Pacific Securitization, Inc.
Pursuant to a Stock Sale and Purchase Agreement (the "Agreement") entered
into by the Company in connection with its acquisition of all of the issued and
outstanding common stock of Culverin Corporation in November 1995, Eric Wagner,
a former Culverin shareholder and an executive officer of the Company, received
$1,177,877 cash paid in installments through December 31, 1999, and 10,704
shares of the Company's Common Stock on January 1, 1998.
Certain other contingent payments to Mr. Wagner will be made on an annual
basis through September 30, 2001. The contingent payments will be equal to
specified percentages of the Company's revenues (as such term is defined in the
Agreement) attributable to the licensing of certain products in each fiscal year
during such period. Contingent payments made through December 31, 1999 total
$1,090,822 and were made in cash. Contingent payments earned in 2000 may be
made, at the Company's option, either in cash or in
<PAGE> 5
combination of cash and the Company's Common Stock. The aggregate payments to be
made by the Company pursuant to the Agreement to all former Culverin
shareholders, including Mr. Wagner, cannot exceed $10 million, but accelerate
upon a change of control.
The Company has pledged a certificate of deposit in the amount of $200,000
with a bank, securing a loan by the bank to Robert P. Chamness in connection
with construction of Mr. Chamness' principal residence. The loan is scheduled to
be repaid upon the sale of Mr. Chamness' current residence.
On August 13, 1999 the Company and its subsidiaries entered into a
financing agreement (the "Financing Agreement") with Foothill Capital
Corporation ("Foothill") and certain other parties (collectively, the "Lenders")
for three credit facilities aggregating $80 million. The credit facilities
provided under the Financing Agreement terminate on August 13, 2002. One of the
Lenders, Levine Leichtman Capital Partner II, L.P., is the beneficial owner of
more than 5% of the Company's capital stock (as defined in Rule 13d-3 of the
Exchange Act) by virtue of its ownership of a Lender Warrant and a Subordinated
Note.
The first credit facility under the Financing Agreement is a revolving
credit facility (the "Foothill Revolver") for up to $15 million, subject to
borrowing base restrictions related to accounts receivable of the Company and
its subsidiaries. The Foothill Revolver bears interest at an annual rate equal
to the prime rate plus 1.0%. On August 13, 1999 the Company drew $1.7 million
under the Foothill Revolver in connection with the ULTRADATA acquisition. The
interest rate on the Foothill Revolver was 9.5% at December 31, 1999.
The second credit facility under the Financing Agreement is a term loan for
$35 million (the "Term A Loan") that bears interest at an annual rate equal to
the prime rate plus 2.0%. The Term A Loan has scheduled quarterly prepayments of
principal beginning in the second quarter of 2000 that are expected to aggregate
$19 million over the term of the loan; the expected remaining principal of $16
million is due on August 13, 2002. On August 13, 1999 the Company drew $35
million under the Term A Loan in connection with the ULTRADATA acquisition. The
interest rate on the Term A Loan was 10.5% at December 31, 1999.
The third credit facility under the Financing Agreement is a term loan for
$30 million (the "Term B Loan") that bears interest at an annual rate equal to
the prime rate plus 5.0%. The Term B Loan has no scheduled prepayments of
principal. The Term B Loan is due in full on August 13, 2002. On August 13, 1999
the Company drew $30 million under the Term B Loan in connection with the
ULTRADATA acquisition. The interest rate on the Term B Loan was 13.5% at
December 31, 1999.
In connection with the credit facilities provided under the Financing
Agreement, the Company issued to the Lenders warrants (the "Lender Warrants") to
purchase up to 381,822 shares of the common stock of the Company, which
represented 5.0% of the fully diluted common stock of the Company at the date of
issuance. The exercise price of the Lender Warrants is $10.00 per share. The
Company has registered for resale the shares of common stock issuable upon
exercise of the Lender Warrants. The Lender Warrants are exercisable through
August 13, 2004. The Company also issued warrants to purchase 58,000 shares of
common stock to the debt placement agent in connection with obtaining the credit
facilities under the Financing Agreement. The warrants issued to the debt
placement agent have the same terms as the Lender Warrants.
On August 13, 1999 the Company also issued 10% Convertible Subordinated
Discount Notes (the "Subordinated Notes") in the aggregate original face amount
of $7.4 million (with original issue discount of $1.9 million). The Subordinated
Notes are generally non-callable by the Company through August 13, 2002.
Interest at 10% per annum accretes on the Subordinated Notes through August 13,
2002 and then becomes payable in cash by the Company if the Subordinated Notes
are not redeemed or converted by that date. The Subordinated Notes are initially
convertible into a maximum of 743,754 shares of the Company's common stock at
the election of the holders. The actual number of shares into which the
Subordinated Notes are convertible depends upon the date of conversion and the
amount of interest accreted on the Subordinated Notes through the date of
conversion. The conversion price of the Subordinated Notes is $10.00 per share.
If the average closing price of the Company's common stock for the 10 trading
days ending on August 12, 2000 is less than $10.00 per share, the conversion
price will be reduced at that time to equal such average price. The Subordinated
Notes are due on August 13, 2004 if not previously converted by that date. The
Company received gross proceeds of $5.5 million upon issuance of the
Subordinated Notes, all of which was used in connection the ULTRADATA
acquisition.
<PAGE> 6
During the fourth quarter of 1999, we amended our financing agreements with
the Lenders. In consideration for those amendments, we agreed to pay fees of 2%
of the total loan commitments (a total of $1.7 million) and agreed to decrease
the exercise and conversion prices of certain warrants and convertible notes
held by the Lenders from $12.34 per share to $10 per share. The new exercise and
conversion prices for the warrants were established at a 24% premium to the
market price of our common stock at December 31, 1999.
In connection with our acquisition of MECA in 1999, the Company assumed
certain obligations under an employment agreement between MECA and Kathleen
Bromage. Under the agreement Ms. Bromage is entitled to $175,000 a year base
salary and short term and long term incentive awards. If Ms. Bromage is
terminated other than for "cause" she is entitled to receive her base salary and
short-term incentive awards for 12 months after termination.
Also in connection with the MECA acquisition, we assumed certain
obligations under an employment agreement between Paul Harrison, MECA's former
President and MECA. Mr. Harrison served as a Vice President of Concentrex until
October 1, 1999 when his employment ended. The obligations assumed include
continuation through December 31, 2000 of Mr. Harrison's salary of $300,000 and
his benefits. He is also entitled to payments of $543,344 due on January 31,
2000 and $1,281,733 due on January 31, 2001.
