<PAGE> 1
LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 19, 1996
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
OpenVision Technologies, Inc., a Delaware corporation (the "Company") will be
held on November 19, 1996, at 10:00 a.m., local time, at the Marriott Hotel,
2600 Bishop Drive, San Ramon, California for the purpose of considering and
acting upon the following proposals:
1. To elect Directors of the Company to serve until their successors are
duly elected.
2. To ratify the appointment of Ernst & Young LLP as independent auditors
for the Company for the fiscal year ending June 30, 1997.
3. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on September 20, 1996,
are entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign and
return the enclosed Proxy as promptly as possible in the postage prepaid
envelope enclosed for that purpose. If you should attend the meeting, you may
vote in person even though you returned a Proxy.
Jay A. Jones
Secretary
Pleasanton, CA
October 21, 1996
<PAGE> 2
1996 ANNUAL MEETING OF STOCKHOLDERS
OF
OPENVISION TECHNOLOGIES, INC.
TO BE HELD ON NOVEMBER 19, 1996
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
OpenVision Technologies, Inc., a Delaware corporation (the "Company"), for use
at the Annual Meeting of Stockholders to be held on November 19, 1996 at 10:00
a.m., local time, or at any adjournment or adjournments thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Stockholders. The Annual Meeting will be held at the Marriott Hotel, 2600 Bishop
Drive, San Ramon, California. The Company's telephone number is (510) 426-6400.
The address of the Company's principal executive offices is 7133 Koll Center
Parkway, Pleasanton, California, 94566. It is expected that this Proxy Statement
and the enclosed Proxy will be mailed or delivered to stockholders on or about
October 21, 1996.
RECORD DATE AND STOCK OWNERSHIP
Only stockholders of record at the close of business on September 20, 1996
(the "Record Date") are entitled to notice of and to vote at the meeting. At the
Record Date, 15,324,656 shares of the Company's Common Stock, $.001 par value,
and 3,247,142 shares of the Company's Class B Common Stock, $.001 par value,
were issued and outstanding. No shares of the Company's Preferred Stock were
outstanding. Holders of Class B Common Stock are not entitled to vote at the
meeting. See "Security Ownership of Certain Beneficial Owners and Management"
below for information regarding security ownership of management and beneficial
owners of more than five percent of the Company's Common Stock.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
On matters to be acted upon at the meeting, including the election of
directors, each share of Common Stock entitles its holder to one vote.
Stockholders do not have the right to cumulate their votes in the election of
directors.
This solicitation of proxies is made by the Company, and all related costs
will be borne by the Company. Original solicitation of proxies by mail may be
supplemented by telephone, telegraph or personal solicitations by directors,
officers or employees of the Company. No additional compensation will be paid
for any such services.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting
is a majority of the votes eligible to be cast by holders of shares of Common
Stock issued and outstanding on the Record Date. Shares that are voted "FOR,"
"AGAINST" or "WITHHELD FROM" a matter are treated as being present at the
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meeting for purposes of establishing a quorum and are also treated as shares
entitled to vote at the Annual Meeting (the "Votes Cast") with respect to such
matter.
While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of a quorum for the transaction of business and (ii) the total number of Votes
Cast with respect to a proposal (other than the election of directors). In the
absence of a controlling precedent to the contrary, the Company intends to treat
abstentions in this manner. Accordingly, abstentions will have the same effect
as a vote against the proposal.
In a 1988 Delaware case, Berlin v. Emerald Partners, the Delaware Supreme
Court held that, while broker non-votes should be counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
broker non-votes should not be counted for purposes of determining the number of
Votes Cast with respect to the particular proposal on which the broker has
expressly not voted. Accordingly, the Company intends to treat broker non-votes
in this manner. Thus, a broker non-vote will not have any effect on the outcome
of the voting on a proposal.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1997 Annual Meeting of Stockholders must
have been received by the Company no later than June 22, 1997, in order that
they may be considered for inclusion in the proxy statement and form of proxy
relating to that meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
A Board of six directors is to be elected at the Annual Meeting of
Stockholders. Unless otherwise instructed, the proxy holders will vote the
proxies received by them for the Company's nominees named below. In the event
that any nominee of the Company is unable or declines to serve as a director at
the time of the Annual Meeting of Stockholders, the proxies will be voted for
any nominee who shall be designated by the present Board of Directors to fill
the vacancy. It is not expected that any nominee will be unable or will decline
to serve as a director. In the event that additional persons are nominated for
election as directors, the proxy holders intend to vote all proxies received by
them in such a manner as will assure the election of as many of the nominees
listed below as possible, and in such event the specific nominees to be voted
for will be determined by the proxy holders. The term of office of each person
elected as a director will continue until the next Annual Meeting of
Stockholders or until a successor has been elected and qualified.
The nominees, and certain information about them, are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
---------------------------------- --- -------------------------------------- ------------
<S> <C> <C> <C>
Michael S. Fields................. 51 Chairman of the Board of Directors 1992
of the Company
Geoffrey W. Squire................ 49 President and Chief Executive Officer 1994
of the Company
Thomas J. Connors................. 67 Owner of TJC Investments 1994
Stewart K.P. Gross................ 37 Managing Director, E.M. Warburg, 1992
Pincus and Co., Inc.
William H. Janeway................ 53 Managing Director, E.M. Warburg, 1992
Pincus and Co., Inc.
Jeanne D. Wohlers................. 51 Independent Management Consultant 1993
</TABLE>
Michael S. Fields, Chairman of the Board, founded the Company in 1992. Mr.
Fields has served as Chairman of the Board since July 1992 and served as Chief
Executive Officer from January 1993 to June 1995. From 1990 to 1992, Mr. Fields
was President of Oracle Corporation USA ("Oracle USA"), a relational
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database company, overseeing all aspects of U.S. sales and 1,500 employees. From
1989 to 1990, he was the Vice President of Western Operations for Oracle USA.
Geoffrey W. Squire has been a director of the Company since January 1994
and was appointed Chief Executive Officer of the Company in July 1995. From
January 1994 to November 1994, Mr. Squire was Executive Vice President and Chief
Executive Officer of International Operations. From November 1994 to June 1995,
Mr. Squire was President and Chief Operating Officer of the Company. From 1984
to 1987, Mr. Squire was Managing Director and Senior Vice President of Oracle
Corporation and, from 1987 to 1990, Chief Executive Officer of Oracle Europe. In
1990, he was promoted to Executive Vice President of Oracle Corporation and
President of Worldwide Operations. In July 1992, he was appointed to Oracle's
five-person Executive Committee with responsibility as Chief Executive,
International Operations. Mr. Squire has sat on the Council of the U.K.
Computing Services and Software Association since 1990. In 1995, Mr. Squire was
elected as the founding President of the European Information Services
Association. Mr. Squire is also a director of Industri-Matematik Intl. Corp. and
several privately-held companies.
Thomas J. Connors has served on the Company's Board of Directors since
December 1994 and has been a member of the Audit and Compensation Committees
since December 1995. Mr. Connors has been the owner of TJC Investments since
1978. Mr. Connors is a director of Zilog, Inc. and Level One Communications,
Inc.
Stewart K.P. Gross has served as a director of the Company since July 1992
and a member of the Audit Committee since January 1994. Mr. Gross is a Managing
Director of E.M. Warburg, Pincus & Co., Inc. and has been employed by Warburg
since 1987. Prior to joining Warburg, Mr. Gross was employed at Morgan Stanley &
Co. Mr. Gross is a director of Vanstar Corporation and several privately-held
companies.
William H. Janeway has served as a director of the Company since July 1992
and a member of the Compensation Committee since January 1994. Mr. Janeway has
been a Managing Director of E.M. Warburg, Pincus & Co., Inc. since 1988. Prior
to joining Warburg, Mr. Janeway was the Vice President and Director of Corporate
Finance from 1979 to 1988 at F. Eberstadt & Co., Inc. Mr. Janeway is a director
of Vanstar Corporation, Maxis, Inc., Zilog, Inc., Industri-Matematik Intl. Corp.
and several privately-held companies.
Jeanne D. Wohlers has served as a director of the Company since August 1993
and a member of the Audit and Compensation Committees since January 1994. Ms.
Wohlers currently is an independent management consultant. From 1988 to 1992,
Ms. Wohlers served as Vice President, Chief Financial Officer of Sybase
Corporation. From 1978 to 1987, Ms. Wohlers served in various management
positions with Tandem Computers, including Vice President and Corporate
Controller. Ms. Wohlers is a director of a family of mutual funds managed by
20th Century/Benham Capital Management.
VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS.
The six nominees receiving the highest number of votes shall be elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES
LISTED ABOVE.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of 13 meetings during
the fiscal year ended June 30, 1996. The Audit Committee held 3 meetings and the
Compensation Committee held no meetings during the fiscal year ended June 30,
1996. Each director attended at least 75% of Board and, where applicable,
committee meetings held during the fiscal 1996.
Messrs. Connors and Gross and Ms. Wohlers currently serve on the Audit
Committee. The purpose of the Audit Committee is to review with the Company's
management and independent auditors the financial statements and internal
financial reporting system and controls of the Company, recommend resolutions
for any dispute between the Company's management and its auditors and review
other matters relating to the relationship of the Company with its auditors.
Messrs. Connors and Janeway and Ms. Wohlers currently serve on the
Compensation Committee. The purpose of the Compensation Committee is to review
and approve the salaries of the Company's executive officers and certain highly
compensated employees for each fiscal year. The compensation of the President
and Chief Executive Officer of the Company remains subject to approval by the
full Board of Directors.
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DIRECTOR COMPENSATION
Except for grants of stock options, directors of the Company generally do
not receive compensation for services provided as a director. The Company does
not pay additional amounts for committee participation or special assignment of
the Board of Directors, except for reimbursement of their expenses in attending
Board and committee meetings. Mr. Connors entered into an agreement with the
Company to provide consulting services with respect to marketing and sales
issues pursuant to which the Company paid Mr. Connors a fee at a rate of $1,800
per day for consulting services rendered.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The reappointment of Ernst & Young LLP as independent auditors of the
Company for the fiscal year ended June 30, 1997 has been approved by the Board
of Directors, subject to ratification by the stockholders. Representatives of
Ernst & Young LLP are expected to be present at the meeting with the opportunity
to make a statement if they desire to do so and are expected to be available to
respond to appropriate questions.
VOTE REQUIRED; RECOMMENDATION OF BOARD OF DIRECTORS
Although not required to be submitted for stockholder approval, the Board
of Directors has conditioned its appointment of auditors upon the receipt of the
affirmative vote of the holders of a majority of the shares of Common Stock
represented, in person or by proxy, and voting at the Annual Meeting. In the
event the stockholders do not approve the selection of Ernst & Young LLP, the
appointment of independent auditors will be reconsidered by the Board of
Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
OTHER INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership, as of the Record Date, of the Company's Common Stock, as to (i) each
director, (ii) each of the executive officers listed in the Summary Compensation
Table below, (iii) all executive officers and directors as a group and (iv) each
person known by the Company to beneficially own five percent or more of the
outstanding shares of its Common Stock.
<TABLE>
<CAPTION>
NO. OF
SHARES
BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1)(2) PERCENTAGE
-------------------------------------------------------------- ------------ ----------
<S> <C> <C>
Warburg, Pincus Investors(1)(3)............................... 7,232,275 47.2%
466 Lexington Avenue
New York, NY 10017
Geoffrey W. Squire (4)........................................ 803,750 5.2%
Michael S. Fields............................................. 506,766 3.3%
Stewart K.P. Gross (5)........................................ 7,232,275 47.2%
William H. Janeway (5)........................................ 7,232,275 47.2%
Thomas J. Connors (6)......................................... 45,000 *
Jeanne D. Wohlers (7)......................................... 30,000 *
W. Richard Barker (8)......................................... 52,593 *
Paul A. Sallaberry (9)........................................ 135,500 *
Kenneth E. Lonchar (10)....................................... 75,250 *
All directors and executive officers as a group (10 people) 8,902,870 57.8%
(11)........................................................
</TABLE>
- - ---------------
* Represents less than 1% of the outstanding shares of Common Stock.
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(1) Based on 15,324,656 shares of voting Common Stock outstanding as of the
Record Date. Does not include 3,247,142 shares of nonvoting Class B Common
Stock owned by Warburg, which represents all outstanding Class B Common
Stock.
(2) Beneficial ownership is determined in accordance with the rules of
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options or warrants held by that person
that are currently exercisable or exercisable within 60 days of the Record
Date are deemed outstanding. Such shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of each
other person. Except as indicated in the footnotes to this table and
pursuant to applicable community property laws, the stockholder named in
the table has sole voting and investment power with respect to the shares
set forth opposite such stockholder's name.
(3) The sole General Partner of Warburg, Pincus Investors, L.P. ("Warburg") is
Warburg, Pincus & Co., a New York general partnership ("WP"). Lionel I.
Pincus is the Managing Partner of WP and may be deemed to control WP. E.M.
Warburg, Pincus & Company, a New York general partnership ("E.M. Warburg")
that has the same general partners as WP, manages Warburg. WP has a 20%
interest in the profits of Warburg and, through its wholly owned subsidiary
E.M. Warburg, Pincus & Co., Inc., E.M. Warburg owns 1.13% of the limited
partnership interests in Warburg. Messrs. Janeway and Gross, directors of
the Company, are Managing Directors of E.M. Warburg, Pincus & Co., Inc. and
General Partners of WP and E.M. Warburg. As such, Messrs. Janeway and Gross
may be deemed to have an indirect pecuniary interest (within the meaning of
Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), in an indeterminate portion of the shares beneficially
owned by Warburg, E.M. Warburg and WP.
(4) Includes 266,954 shares subject to a repurchase option by the Company.
(5) All of the shares indicated as owned by Messrs. Janeway and Gross are owned
directly by Warburg and are included because of their affiliation with
Warburg. Messrs. Janeway and Gross disclaim "beneficial ownership" of these
shares within the meaning of Rule 13d-3 under the Exchange Act.
(6) Represents 45,000 shares held by The Thomas J. Connors and Barbara B.
Connors Revocable Trust as to which Mr. Connors shares voting and
dispositive power and of which 23,438 shares are subject to a repurchase
option by the Company.
(7) Includes 7,500 shares subject to a repurchase option by the Company.
(8) Includes options to purchase 14,843 shares of Common Stock exercisable
within 60 days of the Record Date and 15,625 shares subject to a repurchase
option by the Company.
(9) Includes options to purchase 68,375 shares of Common Stock exercisable
within 60 days of the Record Date.
(10) Includes 75,000 shares subject to a repurchase option by the Company.
(11) Includes options to purchase 83,218 shares of Common Stock exercisable
within 60 days of the Record Date and 388,517 Shares subject to a
repurchase option by the Company.
CERTAIN TRANSACTIONS
From October 1993 through May 1995, the Company issued promissory notes to
Warburg in an aggregate principal amount of $13,500,000 ("Notes"). Notes in an
aggregate principal amount of $8,500,000 were converted into Series C and Series
C-1 Preferred Stock in June 1995 as part of a financing with other investors,
and accrued interest on such Notes was repaid at that time. The remaining Note
bore interest at a rate equal to the prime rate plus 1% per annum. The Company
repaid the Note in full in May 1996, at which time the total principal and
interest under the Note was $6,117,249.
In February 1993, Michael S. Fields, the Company's Chairman of the Board,
purchased 562,500 shares of Common Stock at an aggregate price of $56,250.
$1,125 of such purchase price was paid in cash and the balance of $55,125 was
paid by means of a promissory note. This note, together with promissory notes in
the
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principal amounts of $175,000, $50,000, and $125,000 issued in July 1992, March
1994 and June 1994, respectively, were consolidated in July 1995, together with
accrued interest in these notes and a new loan in the amount of $67,500, into
one note with aggregate principal amount of $527,616. This note bears interest
at a rate of 6.28%, compounded annually, and is due in June 1999. As of June 30,
1996, the total amount outstanding under this note, including accrued interest,
is $560,711.
In June 1995, the Company loaned Mr. Squire $187,500 in connection with a
restricted stock purchase of 375,000 shares of Common Stock at $0.50 per share.
The promissory note executed by Mr. Squire bears interest at a rate of 6.28%,
compounded annually, and is due June 1, 2000. As of June 30, 1996, the total
amount outstanding under this note, including accrued interest, is $212,817.
In July 1995, the Company entered into an arrangement with Warburg under
which the Company bills Warburg for the consulting services of Michael S.
Fields. As of June 30, 1996, the Company has billed Warburg a total of $150,000
under this arrangement.
The Company has granted options and stock purchase rights to certain of its
directors and executive officers. See "Executive Officer -- Option Grants in
Last Fiscal Year" and "Other Information -- Security Ownership of Certain
Beneficial Owners and Management."
All future transactions, including loans, between the Company and its
officers, directors, principal stockholders and their affiliates will be
approved by a majority of the Board of Directors, including a majority of the
independent and disinterested outside directors on the Board of Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors and
persons who own more than ten percent of a registered class of the Company's
equity securities to file reports of ownership on Form 3 and changes in
ownership on Form 4 or Form 5 with the Securities and Exchange Commission (the
"SEC"). Such officers, directors and ten percent stockholders are also required
by SEC rules to furnish the Company with copies of all Section 16(a) reports
they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that Forms 5 have been
filed for such persons as required, the Company believes that, during the year
ended June 30, 1996, all reporting persons complied with Section 16(a) filing
requirements applicable to them.
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EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for the two fiscal years ended June 30,
1995 and June 30, 1996, certain compensation information with respect to the
Company's Chief Executive Officer during fiscal 1995 and fiscal 1996 and each of
the four other most highly compensated executive officers other than the Chief
Executive Officer who were serving as executive officers as of June 30, 1996
(collectively, the "Named Executive Officers"), based upon salary and bonus
earned by such executive officers and individuals in fiscal 1996.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
----------------------------------------- UNDERLYING ALL OTHER
OTHER ANNUAL OPTIONS/ COMPENSA-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) SARS (#) TION ($)
- - ------------------------------------ ----- ---------- --------- ---------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Michael S. Fields................... 1996 202,500 -- -- -- --
Chairman of the Board 1995 202,500 -- -- -- --
Geoffrey W. Squire(1)(2)............ 1996 185,640 -- 25,783(3) --
President and Chief Executive
Officer 1995 184,320 -- 25,600(3) -- 9,216(6)
W. Richard Barker(1)(2)............. 1996 157,794 7,890 23,184(3) 25,000 7,890(6)
Senior Vice President, Product
Division 1995 156,672 -- 23,020(3) 37,500 7,833(6)
Paul A. Sallaberry.................. 1996 125,004 -- 116,010(4) -- --
Senior Vice President, North 1995 87,050 -- 94,006(5) 93,125 --
American Operations
Kenneth E. Lonchar.................. 1996 66,667 40,000 30,000(7) -- --
Senior Vice President, Chief 1995 -- -- -- -- --
Financial Officer
</TABLE>
- - ---------------
(1) 1996 compensation amounts reflects U.K. pounds sterling converted into U.S.
dollars at an exchange rate of $1.536.
(2) 1995 compensation amounts reflects U.K. pounds sterling converted into U.S.
dollars at an exchange rate of $1.547.
(3) Represents the amount of an automobile leased for the benefit of the
officer.
(4) Represents commission amounts paid to the officer.
(5) Mr. Sallaberry left the Company in July 1994 and was re-hired in February
1995. Other compensation represents severance payments made to Mr.
Sallaberry.
(6) Represents the amount of contributions to a pension plan for the benefit of
the officer.
(7) Represents sign-on bonus amounts paid in conjunction with the Company's
offer of employment to Mr. Lonchar.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to stock options
granted to the Named Executive Officers during fiscal year 1996 pursuant to the
1992 Stock Plan.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
----------------
INDIVIDUAL GRANTS ASSUMED ANNUAL
----------------------------------------------------------- RATES OF STOCK
NUMBER OF PERCENT OF PRICE
SECURITIES TOTAL OPTIONS/ APPRECIATION FOR
UNDERLYING SARS GRANTED EXERCISE OR OPTION TERM(3)
OPTIONS/SARS TO EMPLOYEES BASE PRICE EXPIRATION ----------------
NAME GRANT(#)(1) IN FISCAL YEAR(2) ($/SH) DATE 5% ($) 10% ($)
- - ------------------------------ ------------ ----------------- ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Michael S. Fields............. -- -- -- -- -- --
Geoffrey W. Squire............ -- -- -- -- -- --
W. Richard Barker............. 25,000 4.8% $0.50 11/15/03 $5,089 $11,859
Paul A. Sallaberry............ -- -- -- -- -- --
Kenneth E. Lonchar............ -- -- -- -- -- --
</TABLE>
- - ---------------
(1) Options granted under the 1992 Stock Plan generally become exercisable at a
rate of 1/4 of the shares subject to the option at the end of the first year
and 1/48 of the shares subject to the option at the end of each month
thereafter, so long as the individual is employed by the Company.
(2) The Company granted options to purchase 519,600 shares of Common Stock
during fiscal year 1996.
(3) Potential realizable value is based on the assumption that the price of the
Common Stock appreciates at the annual rate shown, compounded annually, from
the date of grant until the end of the seven-year option term. The values
are calculated in accordance with rules promulgated by the Securities and
Exchange Commission (the "Commission") and do not reflect the Company's
estimate of future stock price appreciation.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth certain information regarding options for
the purchase of the Company's Common Stock that were exercised or held by the
Named Executive Officers during fiscal 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
JUNE 30, 1996 JUNE 30, 1996($)(1)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
--------------------------------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C>
Michael S. Fields................ -- -- -- --
Geoffrey W. Squire............... -- -- -- --
W. Richard Barker................ 10,937 51,563 128,509 605,865
Paul A. Sallaberry............... 52,094 41,031 612,105 482,114
Kenneth E. Lonchar............... -- -- -- --
</TABLE>
- - ---------------
(1) Difference between the fair market value of the underlying Common Stock of
$12.25 and the exercise price, for in-the-money options, on June 30, 1996.
EMPLOYMENT AGREEMENTS AND CHANGE-IN CONTROL ARRANGEMENTS
The Company does not currently have any employment contracts in effect with
the Chief Executive Officer or any of the other Named Executive Officers.
Under the 1992 Stock Plan, in the event of a merger of the Company with or
into another corporation or the sale of substantially all of the assets of the
Company, the exercisability and vesting of all outstanding options and stock
purchase rights shall be accelerated to the extent such options and stock
purchase rights are not assumed or substituted for by the successor corporation.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is a standings committee of the Company's Board
of Directors, formed in January 1994, currently consists of Messrs. Connors and
Janeway and Ms. Wohlers. None of these individuals were at any time during
fiscal 1996, or at any other time, an officer or employee of the Company. No
executive officer of the Company serves as a member of the board of directors or
compensation committee of any entity that has one or more executive officers
serving as a member of the Company's Board of Directors or Compensation
Committee.
COMPENSATION COMMITTEE REPORT
The following is the report of the Compensation Committee of the Board of
Directors describing compensation policies and rationales applicable to the
compensation paid by the Company to its executive officers for the fiscal year
ended June 30, 1996.
The philosophy of the Company's Board of Directors regarding executive
compensation is to attract and retain highly talented executives and to motivate
them to high levels of performance recognizing the different impact that various
executives have on the achievement of corporate goals. To achieve these
objectives the Company pays executives on a total compensation approach that
includes varying combinations of base salary, annual bonus dependent on
corporate and individual performance, stock options and special perquisites such
as automobile allowances. After evaluating management's performance, the
Compensation Committee recommends compensation and pay levels to the Board of
Directors for approval. Stock option grants to executive officers are approved
by the Board.
Base Salary: Salaries for executive officers are reviewed annually. In
reviewing executive salaries, data from third party industry surveys are
considered.
Bonus: The Board of Directors determines the level of bonus compensation
based on each executives base salary and level of stock option awards. For the
fiscal year ended June 30, 1996, this determination was made based on the
subjective judgment of the Company's Board of Directors.
Stock: The Company believes that stock options granted to key employees,
including executive officers, provide such persons with significant compensation
based on overall Company performance as reflected by the stock price, create a
valuable retention device through standard four-year vesting schedules and help
align employees' and stockholders' interests. Stock options are typically
granted at the time of hire, at the time of promotion or at the time of
achievement of a significant corporate objective. Individual stock option award
levels are determined primarily by a matrix that allocates the available shares
based on position within the Company, with discretionary adjustments based on
subjective performance factors. Stock options are a primary compensation tool
for the Company's executive officers allowing the Company to maintain low, but
competitive, salary and bonus compensation as part of the Company's
profitability plan.
The compensation of Geoffrey Squire in fiscal 1996 was approved by the
Board of Directors. The Compensation Committee made its recommendation and the
Board determined the Chief Executive Officer's compensation after considering
the same factors used to determine the compensation of other executive officers.
It is the opinion of the Compensation Committee that the executive
compensation policies and programs in effect for the Company's executive
officers provide an appropriate level of total remuneration that properly
10
<PAGE> 11
aligns the Company's performance and interests of the Company's stockholders
with competitive and equitable executive compensation in a balanced and
reasonable manner.
COMPENSATION COMMITTEE
Thomas J. Connors
William H. Janeway
Jeanne D. Wohlers
STOCK PERFORMANCE GRAPH
In accordance with Exchange Act regulations, the following performance
graph compares the cumulative total stockholder return on the Company's Common
Stock to the cumulative total return on The Nasdaq Stock Market-U.S. Index and
on the Hambrecht & Quist Technology Index over the same period. The graph
assumes the value of the investment in the Company's Common Stock and each index
was $100 at May 7, 1996 (the date of the Company's initial public offering) and
that all dividends were reinvested. The information contained in the performance
graphs shall not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission, nor shall such information be incorporated
by reference into any future filing under the Securities Act of 1933, as
amended, or the Exchange Act, except to the extent that the Company specifically
incorporates it by reference into such filing.
COMPARISON OF 2 MONTH CUMULATIVE TOTAL RETURN*
AMONG OPENVISION TECHNOLOGIES, INC., THE NASDAQ STOCK MARKET-US INDEX
AND THE HAMBRECHT & QUIST TECHNOLOGY INDEX
<TABLE>
<CAPTION>
OPENVISION HAMBRECHT &
MEASUREMENT PERIOD TECHNOLOGIES, NASDAQ STOCK QUIST TECHN
(FISCAL YEAR COVERED) INC. MARKET-US OLOGY
<S> <C> <C> <C>
5/07/96 100 100 100
6/96 88 101 95
</TABLE>
- - ---------------
* $100 INVESTED ON 05/07/96 IN STOCK OR INDEX -INCLUDING REINVESTMENT OF
DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
11
<PAGE> 12
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed form of proxy to vote the shares they represent as
the Board of Directors may recommend.
THE BOARD OF DIRECTORS
Dated: October 21, 1996
12
<PAGE> 13
October 21, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
OpenVision Technologies, Inc. to be held at 10:00 a.m. on Tuesday, November 19,
1996, at the Marriott Hotel, 2600 Bishop Drive, San Ramon, California. Detailed
information as to the business to be transacted at the meeting is contained in
the accompanying Notice of Annual Meeting and Proxy Statement.
Regardless of whether you plan to attend the meeting, it is important that your
shares be voted. Accordingly, we ask that you sign and return your proxy as
soon as possible in the envelope provided. If you plan to attend the meeting,
please mark the appropriate box on the proxy.
Very truly yours,
Jay A. Jones
Secretary
Detach Here
- - -------------------------------------------------------------------------------
/X/ Please Mark votes as in this example
<TABLE>
<S> <C>
1. Election of Directors: 2. Ratification of Auditors
Nominees: Thomas J. Connors, Michael S. Fields,
Stewart K.P. Gross, William H. Janeway, For Against Abstain
Geoffrey W. Squire, Jeanne D. Wohlers / / / / / /
For Withheld
/ / / /
/ / ______________________________________________
For all nominees except as noted above
MARK HERE MARK HERE
FOR ADDRESS / / IF YOU PLAN / /
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
Please sign exactly as your name(s) appear. If more than one
appears, all must sign. A corporation is requested to sign
its name by its president or other authorised officer, with
the office held designated. Executors, administrators, trustees,
etc. are requested to so indicate when signing. If stock is
registered in two names, both should sign.
Signature: _________________________________ Date: _____________ Signature: _____________________________ Date:_______________
</TABLE>
<PAGE> 14
Detach Here
- - -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OPENVISION TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
November 19, 1996
P R O X Y
The undersigned Stockholder(s) of OpenVision Technologies, Inc., a
Delaware corporation (the "Company"), hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders and Proxy Statement, each dated October 21,
1996, and hereby appoints, jointly and severally, Jay A. Jones, Kenneth E.
Lonchar and Geoffrey W. Squire, each with full power of substitution, as proxy
and attorney-in-fact of the undersigned to attend the Annual Meeting of
Stockholders of the Company to be held on November 19, 1996 at 10:00 a.m.
local time, and any adjournment thereof, and to vote all shares of Common Stock
the undersigned would be entitled to vote if then and there personally present
on the matters set forth below:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE SIX DESIGNATED
DIRECTORS, FOR PROPOSAL 2 AND AS THE PROXIES MAY DECIDE ON ANY OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED
TO SIGN AND PROMPTLY MAIL THE PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK
MAY BE REPRESENTED AT THE MEETING.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
