<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
- -
[X] Filed by the Registrant
[ ] 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 Section 240.14a-11(c) or Section 240.14a-12
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
(Name of Registrant as Specified In Its Charter)
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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
[ENLIGHTEN LOGO]
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 1998
To the Shareholders:
Please take notice that the annual meeting of the shareholders of Enlighten
Software Solutions, Inc., a California corporation (the "Company"), will be held
on May 20, 1998, at 10:00 a.m., local time, at the Company's offices, located at
999 Baker Way, Fifth Floor, San Mateo, California 94404, for the following
purposes:
1. To elect five (5) Directors to hold office until the 1999 Annual Meeting
of Shareholders and until his successor is elected and qualified;
2. To consider and vote upon a proposal to amend the Company's Bylaws to
provide for an increase in the maximum number of Board seats to a range
of from five (5) to seven (7);
3. To vote upon a proposal to ratify the appointment of KPMG Peat Marwick
LLP as the Company's independent public accountants for the year ending
December 31, 1998; and
4. To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on April 1, 1998, are
entitled to notice of, and to vote at, this meeting and any adjournment or
postponement thereof. For ten days prior to the meeting, a complete list of
shareholders entitled to vote at the meeting will be available for examination
by any shareholder, for any purpose relating to the meeting at the principal
office of Enlighten Software Solutions, Inc.
By order of the Board of Directors
Michael A. Morgan, Secretary
San Mateo, California
April 15, 1998
IMPORTANT: PLEASE FILL IN, DATE, SIGN, AND PROMPTLY MAIL THE ENCLOSED PROXY CARD
IN THE ACCOMPANYING POST-PAID ENVELOPE TO ASSURE THAT YOUR SHARES ARE
REPRESENTED AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY CHOOSE TO VOTE IN
PERSON EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SOLICITATION AND VOTING OF PROXIES.......................... 1
INFORMATION ABOUT ENLIGHTEN SOFTWARE SOLUTIONS, INC......... 2
Stock Ownership of Certain Beneficial Owners and
Management............................................. 2
Directors and Executive Officers.......................... 3
EXECUTIVE COMPENSATION AND OTHER MATTERS.................... 4
Summary Compensation Table................................ 4
Stock Options Granted in 1997............................. 5
Option Exercises and 1997 Year-End Values................. 6
Ten-Year Option Repricing Table........................... 7
Compensation of Directors................................. 7
Termination and Change of Control Arrangements............ 7
Section 16(a) Beneficial Ownership Reporting Compliance... 8
Certain Relationships and Related Transactions............ 8
REPORT OF THE COMPENSATION COMMITTEE ON REPRICING OF
OPTIONS................................................... 9
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION.............................................. 10
COMPARISON OF SHAREHOLDER RETURN............................ 12
ELECTION OF DIRECTORS....................................... 13
PROPOSAL TO AMEND THE COMPANY'S BYLAWS TO INCREASE THE
MAXIMUM NUMBER OF DIRECTORS TO A RANGE OF FROM FIVE TO
SEVEN..................................................... 13
PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT PUBLIC
ACCOUNTANTS............................................... 13
SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL
MEETING................................................... 14
TRANSACTION OF OTHER BUSINESS............................... 14
</TABLE>
i
<PAGE> 4
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
The accompanying proxy is solicited by the Board of Directors of Enlighten
Software Solutions, Inc., a California corporation (the "Company"), for use at
its 1998 annual meeting of shareholders to be held on May 20, 1998, or any
adjournment or postponement thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. The date of this Proxy
Statement is April 15, 1998, the approximate date on which this Proxy Statement
and the accompanying form of proxy were first sent or given to shareholders.
SOLICITATION AND VOTING OF PROXIES
The cost of soliciting proxies will be borne by the Company. In addition to
soliciting shareholders by mail through its regular employees, the Company may
request banks, brokers and other custodians, and nominees and fiduciaries to
solicit their customers who have stock of the Company registered in the names of
such persons and will reimburse them for their reasonable, out-of-pocket costs.
The Company may use the services of its officers, directors, and others to
solicit proxies, personally or by telephone, without additional compensation.
Only shareholders of record on the close of business on April 1, 1998 will
be entitled to vote at the meeting and any adjournment or postponement thereof.
On April 1, 1998, there were 3,005,435 shares of the Company's Common Stock
issued and outstanding. The Company's Bylaws provide that a majority of all of
the shares of the stock entitled to vote, whether present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at the meeting. Each share of Common Stock is entitled to one vote, except that
in the election of directors each shareholder has cumulative voting rights and
is entitled to as many votes as is equal to the number of shares held multiplied
by the number of directors to be elected (five), which votes may be cast for a
single candidate or distributed among any or all of the candidates. No
shareholder is entitled to cumulate votes with respect to a candidate unless the
candidate's name has been placed in nomination prior to the voting and the
shareholder or any other shareholder has given notice, at the meeting and prior
to the voting, of his or her intention to cumulate his or her votes.
The persons authorized to vote shares represented by executed proxies (if
authority to vote for the election of directors is not withheld) will have full
discretion and authority to vote cumulatively and to allocate votes among any
and all nominees as they may determine or, if authority to vote for a specified
candidate or candidates has been withheld, among those candidates for whom
authority to vote has not been withheld. If an executed proxy is submitted
without any instruction for the voting of such proxy, the proxy will be voted in
favor of the proposals described, but votes may be cumulated for less than all
of the nominees for director.
All valid proxies received before the meeting will be exercised. A
shareholder giving a proxy has the power to revoke his or her proxy at any time
before the time it is exercised by delivering to the Secretary of the
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<PAGE> 5
Company a written instrument revoking the proxy or a duly executed proxy with a
later date, or by attending the meeting and voting in person.
INFORMATION ABOUT ENLIGHTEN SOFTWARE SOLUTIONS, INC.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 27, 1998, certain
information with respect to the beneficial ownership of the Company's Common
Stock by (i) all persons known by the Company to be the beneficial owners of
more than 5% of the outstanding Common Stock of the Company, (ii) each director
and director-nominee of the Company, (iii) the Chief Executive Officer and the
other most highly compensated executive officer of the Company in 1997 and two
former executive officers (including the former Chief Executive Officer) who
would have been among the most highly compensated executive officers in 1997 but
who were not executive officers at December 31, 1997 (the "Named Executive
Officers"), and (iv) all executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
PERCENT OF
ENLIGHTEN SOFTWARE
SOLUTIONS, INC.
AMOUNT COMMON STOCK
NAME OF BENEFICIAL OWNER(1) OF SHARES OUTSTANDING(2)
--------------------------- --------- ------------------
<S> <C> <C>
Peter J. McDonald(3).................................... 1,066,268 35.4%
Michael Seashols(4)..................................... 185,300 6.0%
David D. Parker(5)...................................... 28,571 *
Michael A. Morgan(6).................................... 115,502 3.7%
Peter J. Sprague(5)..................................... 35,000 1.2%
Bruce Cleveland(5)...................................... 23,333 *
Byron Jacobs(7)......................................... 34,142 1.1%
Executive officers and directors as a group (7
persons)(8)........................................... 1,488,117 44.8%
</TABLE>
- ---------------
* Less than 1%.
(1) The persons named in this table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
subject to community property laws where applicable and to the information
contained in the footnotes to this table. Unless otherwise indicated, the
business address of each of the beneficial owners listed is 999 Baker Way,
Fifth Floor, San Mateo, CA 94404.
(2) The percentages shown in this column are based on the 2,992,691 shares of
Common Stock outstanding on February 27, 1998, in addition to options held
by that person that are currently exercisable or exercisable within 60 days
following February 27, 1998, that are deemed beneficially owned by that
person in accordance with the rules of the Securities and Exchange
Commission.
(3) Includes 21,964 shares subject to options which are exercisable within sixty
days of February 27, 1998. Also includes 10,800 shares held by Mr.
McDonald's children. Mr. McDonald resigned as Chairman of the Board,
President, and Chief Executive Officer of the Company on August 27, 1997,
and continues to serve as a Director.
(4) Includes 75,000 shares subject to options which are exercisable within sixty
days of February 27, 1998.
(5) Represents shares subject to options which are exercisable within sixty days
of February 27, 1998.
(6) Includes 110,411 shares subject to options which are exercisable within
sixty days of February 27, 1998.
(7) Includes 32,142 shares subject to options which are exercisable within sixty
days of February 28, 1997. On August 28, 1997, Byron Jacobs' employment with
the Company was terminated.
(8) Includes shares described in Notes 3, 4, 5, and 6.
2
<PAGE> 6
DIRECTORS AND EXECUTIVE OFFICERS
As of April 15, 1998 the Company's directors, all of whom are nominees to
be elected at this meeting, and its executive officers were as follows:
<TABLE>
<CAPTION>
DIRECTOR
NAME POSITION WITH THE COMPANY AGE SINCE
---- ------------------------- --- --------
<S> <C> <C> <C>
Michael Seashols.................. Chairman of the Board of Directors 52 1997
David D. Parker................... President and Chief Executive Officer 42 --
Michael A. Morgan................. Vice President, Finance and 35 1991
Administration, Chief Financial
Officer, Secretary, and Director
Peter J. McDonald................. Director 50 1986
Peter J. Sprague.................. Director 59 1994
Bruce Cleveland................... Director 39 1994
</TABLE>
Mr. Seashols joined the Company in July 1997 as Chairman of the Board of
Directors. From 1994 through 1997, Mr. Seashols served as Chief Executive
Officer ("CEO") of Usoft, Inc., a wholly-owned software subsidiary of Unysis,
Inc. that provides development and maintenance tools for client/server and
Internet based computer applications. From 1988 through 1993 he served as CEO
and was a founder of Versant Object Technology Corporation, a provider of
enterprise component management software systems for commercial applications in
distributed computing environments. Previously, Mr. Seashols was a founder, and
the original CEO of Documentum, Inc., as well as vice president of sales for
several software companies, including Oracle Corporation and Ingres. He also
currently serves as Chairman of the Board of Evolve Corporation, a provider of
Services Resource Management (SRM) applications designed to manage mission-
critical processes for services organizations, as well as a consultant to
several software companies.
Mr. Parker joined the Company in August 1997 as President and Chief
Executive Officer. From November 1996 through August 1997, Mr. Parker served as
President of Web Logic, a software company developing enterprise Java server
components. From July 1993 through October 1996, Mr. Parker served in various
sales management positions, most recently as Vice President, Indirect Sales of
Quintus Corporation, which markets and develops software and services for use in
call center operations. Mr. Parker has over nineteen years of experience in the
software industry, including senior sales and management positions at Versant
Object Technology Corporation and IBM.
Mr. Morgan joined the Company in May 1991 as Controller and became Vice
President, Finance and Administration, Chief Financial Officer, Secretary, and a
Director in October 1991. Mr. Morgan served in various positions at KPMG Peat
Marwick LLP in San Jose, California, from 1987 to 1991, most recently as
manager. Mr. Morgan is a certified public accountant in California.
Mr. McDonald founded the Company in June 1986 and served as Chairman of the
Board, Director, President, and Chief Executive Officer from that date through
July 1997. Since July 1997, Mr. McDonald has been employed as a strategic
advisor to the Company. From 1982 to 1986, Mr. McDonald was the Managing
Director of Software Professionals Pty. Ltd., an Australian company that
principally provided systems analysis and software programming and consulting
services to the Australian banking community.
Mr. Sprague has served as a director of the Company since February 1994.
From 1975 through 1995, Mr. Sprague served as Chairman of the Board of National
Semiconductor Corporation, a leading manufacturer of semiconductor components
and integrated circuits. In May 1988, Mr. Sprague founded Wave Systems Corp., an
electronic information company, for which he currently serves as Chairman of the
Board.
Mr. Cleveland has served as a director of the Company since February 1994.
Since May 1997, Mr. Cleveland has been the Vice President Marketing of Siebel
Systems, Inc., an industry leading provider of sales and marketing information
software systems. From October 1995 through April 1997, Mr. Cleveland served as
the President of Component Integration Laboratories. From 1992 through October
1995, Mr. Cleveland was the Senior Director of Apple Computers' Open Systems
Business Unit. In 1989,
3
<PAGE> 7
Mr. Cleveland co-founded Siren Software, an open systems company, where he was
the Vice President of Marketing from 1989 to 1992.
Meetings of the Board of Directors. During 1997, the Board of Directors of
the Company held six meetings. No director attended fewer than 75% of the total
number of meetings of the Board of Directors and of the committees of the Board
on which such director served during 1997.
During 1997 the Company's Audit Committee was comprised of Peter J. Sprague
and Bruce Cleveland. On January 28, 1998, Michael Seashols was added to the
Audit Committee. The functions of the Audit Committee include recommending to
the Board the retention of independent public accountants, reviewing and
approving the planned scope of the annual audit, proposed fee arrangements and
the results of the annual audit, reviewing the adequacy of accounting and
financial controls, and reviewing the independence of the Company's independent
public accountants. The Audit Committee of the Board of Directors held one
meeting during 1997.
During 1997 the Company's Compensation Committee was comprised of Peter J.
Sprague and Bruce Cleveland. On January 28, 1998, Michael Seashols was added to
the Compensation Committee. The Compensation Committee reviews and determines
compensation criteria for executive officers, including the Chief Executive
Officer, and grants all stock options. The Compensation Committee of the Board
of Directors held one meeting during 1997. For additional information about the
Compensation Committee, see "EXECUTIVE COMPENSATION AND OTHER MATTERS," "REPORT
OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION," and "REPORT OF THE
COMPENSATION COMMITTEE ON REPRICING OF OPTIONS" included herein.
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information concerning the compensation
during the years ended December 31, 1997, 1996, and 1995 of the Named Executive
Officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION ---------------------
NAME AND -------------------- SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION(S) YEAR SALARY BONUS OPTIONS (SHARES) COMPENSATION
--------------------- ---- --------- -------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
David D. Parker(1)................. 1997 $ 40,923 $20,000 200,000 --
President, and 1996 -- -- -- --
Chief Executive Officer 1995 -- -- -- --
Michael A. Morgan.................. 1997 $110,000 $23,781 50,352(2) --
Vice President, Finance 1996 $ 92,500 $13,750 25,000 --
and Administration, and 1995 $ 82,714 $ 6,250 7,500 --
Chief Financial Officer
FORMER OFFICERS:
Peter J. McDonald(1)............... 1997 $188,125 -- -- $7,666(3)
Former President, 1996 $227,083 -- -- $7,606(3)
Chief Executive Officer, and 1995 $275,000 $12,500 7,500 $6,816(3)
Chairman of the Board
Byron Jacobs(4).................... 1997 $ 91,432 $31,708 -- --
Former Vice President, 1996 $ 99,538 -- 100,000 --
Sales and Marketing 1995 -- -- -- --
</TABLE>
- ---------------
(1) Mr. McDonald served as Chairman of the Board, President, and Chief Executive
Officer of the Company until August 27, 1997; remaining as a Director of the
Company. Mr. Parker replaced Mr. McDonald as President and Chief Executive
Officer.
(2) Includes options to purchase an aggregate of 15,875 shares granted on June
19, 1997 replacing an option to purchase 3,375 shares granted on September
15, 1993, an option to purchase 5,000 shares granted on
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<PAGE> 8
July 15, 1994, and an option to purchase 7,500 shares granted in August 30,
1995. Options to purchase 15,875 shares were canceled in connection with the
repricing. See "EXECUTIVE COMPENSATION AND OTHER MATTERS -- Ten-Year Option
Repricing" and "REPORT OF THE COMPENSATION COMMITTEE ON REPRICING OF
OPTIONS."
(3) Includes $6,816, $6,816, and $6,026 paid by the Company in 1997, 1996, and
1995, respectively, for a leased automobile used by Mr. McDonald. Also
includes $850, $790, and $790 in 1997, 1996, and 1995, respectively, for a
$1 million split-dollar life insurance policy issued on the life of Mr.
McDonald. These portions of the total insurance payments made are treated as
income to Mr. McDonald under IRS regulations. The Company pays a monthly
premium of $2,500 on this policy. The Company will be reimbursed from the
policy values in an amount equal to its cumulative premium contributions
upon the earlier of (i) Mr. McDonald's death, (ii) Mr. McDonald's
cancellation of the policy, or (iii) Mr. McDonald's request for release of
the Company's contributions.
(4) Mr. Jacobs was Vice President, Sales and Marketing of the Company until
August 1997; he is no longer an employee of the Company.
STOCK OPTIONS GRANTED IN 1997
The following table provides the specified information concerning grants of
options to purchase the Company's Common Stock made during 1997 to the Named
Executive Officers.
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS IN 1997 POTENTIAL REALIZABLE
-------------------------------------------------- VALUE AT ASSUMED
% OF ANNUAL RATES OF
NUMBER TOTAL STOCK PRICE
OF SHARES OPTIONS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED PRICE OPTION TERM(1)
OPTIONS EMPLOYEES PER EXPIRATION ---------------------
NAME GRANTED(2) IN 1997 SHARE(3)(4) DATE 5% 10%
---- ---------- --------- ------------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
David D. Parker............. 200,000(5) 23.0% $1.91 10/18/07 $351,003 $785,184
Michael A. Morgan........... 34,477 4.0% $1.19 7/23/07 $ 25,802 $ 65,387
3,375(6) 0.4% $1.53 6/19/07 $ 3,247 $ 8,230
5,000(7) 0.6% $1.53 6/19/07 $ 4,811 $ 12,192
7,500(8) 0.9% $1.53 6/19/07 $ 7,217 $ 18,288
FORMER OFFICERS:
Peter J. McDonald........... -- -- -- -- -- --
Byron Jacobs................ -- -- -- -- -- --
</TABLE>
- ---------------
(1) Potential gains are net of exercise price, but before taxes associated with
exercise. These amounts represent certain assumed rates of appreciation
only, based on the Securities and Exchange Commission rules. Actual gains,
if any, on stock option exercises are dependent on the future performance of
the Company's Common Stock, overall market conditions, and the option
holder's continued employment through the vesting period. The amounts
reflected in this table may not necessarily be achieved.
(2) All options granted in 1997 were granted pursuant to the Company's 1992
Stock Option Plan. These options, except as noted, vest and become
exercisable at the rate of one-seventh six months from the date of grant and
1/42 per month thereafter for each full month of the optionee's continuous
employment by the Company. Under the Company's 1992 Stock Option Plan, the
Board retains discretion to modify the terms, including the price, of
outstanding options. See "Termination and Change of Control Arrangements."
(3) All options were granted at market value on the date of grant except as
noted.
(4) In June 1997, as a result of a broad decline in the fair market value of the
Company's Common Stock, the Compensation Committee determined that it was in
the best interests of the Company to offer to all current employees who were
option holders, including executive officers whom the Committee considered
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<PAGE> 9
separately, the opportunity to exchange outstanding options with an exercise
price above $3.00, for options with an exercise price equal to the then
current fair market value. For details concerning the repricings of options,
see "REPORT OF THE COMPENSATION COMMITTEE ON REPRICING OF OPTIONS" and
"EXECUTIVE COMPENSATION AND OTHER MATTERS -- Ten-Year Options Repricing"
table.
(5) Represents a non-qualified stock option with an option exercise price equal
to 85% of the fair market value of the Company's Common Stock on the dates
of grant.
(6) Reflects an option that was repriced in June 1997, replacing an option
granted in September 1993.
(7) Reflects an option that was repriced in June 1997, replacing an option
granted in July 1994.
(8) Reflects an option that was repriced in June 1997, replacing an option
granted in August 1995.
OPTION EXERCISES AND 1997 YEAR-END VALUES
The following table provides the specified information concerning exercises
of options to purchase the Company's Common Stock in 1997 and unexercised
options held as of December 31, 1997 by Named Executive Officers.
AGGREGATE OPTION EXERCISES IN 1997 AND
1997 YEAR-END VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF OPTIONS AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 1997(1) AT DECEMBER 31, 1997(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David D. Parker.............. -- -- -- 200,000 $ -- $94,000
Michael A. Morgan............ -- -- 86,553 63,447 $56,810 $58,712
FORMER OFFICERS:
Peter J. McDonald............ -- -- 21,131 2,619 $ -- $ --
Byron Jacobs................. 8,214 $ 1,486 32,142 -- $18,305 $ --
</TABLE>
- ---------------
(1) Company stock options generally vest one-seventh six months from the date of
grant and 1/42 per month thereafter for each full month of the optionee's
continuous employment by the Company. Options are exercisable only to the
extent vested.
(2) The value of the unexercised in-the-money options is based on the closing
price of the Company's Common Stock ($2.38 per share as reported on the
Nasdaq National Market) on December 31, 1997, and is net of the exercise
price of such options.
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<PAGE> 10
TEN-YEAR OPTION REPRICINGS
The following table provides the specified information concerning all
repricings of options to purchase the Company's Common Stock held by any
executive officer of the Company since April 19, 1994, the date of the Company's
initial public offering:
<TABLE>
<CAPTION>
LENGTH OF
ORIGINAL
NUMBER OF OPTION TERM
SECURITIES MARKET PRICE REMAINING AT
UNDERLYING OF STOCK AT EXERCISE PRICE NEW DATE OF
OPTIONS THE TIME OF AT TIME OF EXERCISE REPRICING
NAME AND PRINCIPAL POSITION(S) DATE REPRICED REPRICING REPRICING PRICE (MONTHS)
- ------------------------------ ------- ---------- ------------ -------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael A. Morgan 6/19/97(1) 3,375 $1.53 $4.00 $1.53 75
Vice President, Finance 6/19/97(1) 5,000 $1.53 $3.13 $1.53 85
and Administration, and 6/19/97(1) 7,500 $1.53 $3.13 $1.53 98
Chief Financial Officer
</TABLE>
- ---------------
(1) Options that were repriced continue to vest in accordance with their
original vesting schedule, however, no vested portion of any repriced
options were eligible for exercise until March 19, 1998, provided the
employee was employed with the Company as of that date. See also "REPORT OF
THE COMPENSATION COMMITTEE ON REPRICING OF OPTIONS."
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive between $500 and
$750 for attendance at each Board Meeting. Additionally, the Company's 1992
Stock Option Plan (the "Option Plan") provides that the Board has no authority,
discretion, or power to grant options to any independent directors. Instead,
each nonemployee director is automatically granted a nonqualified stock option
to purchase 5,000 shares of Common Stock upon initial appointment or election
and, for each year that a nonemployee director continues to serve on the Board,
options to purchase 5,000 shares of Common Stock on the anniversary date of such
initial appointment or election. Such options vest quarterly over a three year
period. Options to purchase 5,000 shares at an exercise price of $3.40 per share
were granted to Messrs. Sprague and Cleveland in February 1997.
In August 1997 Bruce Cleveland was granted additional non-qualified options
to purchase 20,000 shares of the Company's Common Stock at an exercise price of
$1.01, which was 85% of the fair market value of the stock on the date of grant.
These options were granted to Mr. Cleveland in exchange for his services to the
Company as a marketing consultant during 1997. Such options were approved by a
unanimous vote of the Board of Directors, including the only other disinterested
member of the Compensation Committee, Peter Sprague.
Directors who are employees of the Company do not receive any compensation
for their services as directors.
TERMINATION AND CHANGE OF CONTROL ARRANGEMENTS
The Company has entered into an agreement with its Chief Executive Officer
("CEO") providing for benefits upon termination. The agreement provides that in
the event the CEO's employment is terminated by the Company, other than for
"Cause," or if the CEO terminates his employment with the Company for "Good
Reason" (as those terms are defined in the agreement), the CEO shall be entitled
to the following: (i) a severance payment equal to six (6) months of his
then-current base salary; and (ii) continued vesting for a period of six (6)
months post-termination in all stock options granted prior to the date of
termination.
The Company has also entered into an agreement with its executive officer,
other than the CEO, providing for benefits upon termination and in the event of
a "Change of Control" (as defined in the agreement). The agreement provides that
in the event of a Change of Control, if the executive officer's employment is
terminated by the Company or its successor within twelve (12) months of a Change
of Control, other than for cause, or if the executive officer terminates his
employment because of a change in
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<PAGE> 11
duties, or in certain other circumstances, the executive officer shall be
entitled to the following: (i) a one-time payment equal to twelve (12) months of
his then-current base salary; (ii) full vesting in all stock options; and (iii)
payment of any unearned portion of the executive officer's targeted incentive
compensation or bonus for that fiscal year. The agreement also provides that the
executive officer shall receive payment equal to one (1) year of his
then-current base salary in the event the executive officer is terminated by the
Company other than for "Cause," or if the executive officer terminates his
employment with the Company for "Good Reason" (as those terms are defined in the
agreement).
The Option Plan provides that in the event of certain mergers, sales of
assets, or sales by the shareholders of substantially all of their voting stock
in the Company constituting a "Transfer of Control," as defined in the Option
Plan, the Board may, in its sole discretion, arrange for the surviving,
continuing, successor, or purchasing corporation or a parent corporation
thereof, as the case may be (the "Acquiring Corporation"), to either assume the
Company's rights and obligations under outstanding stock option agreements under
the Option Plan (the "Options") or substitute options for the Acquiring
Corporation's stock for such outstanding Options. The Board may also provide
that any options that are not assumed or substituted for by the Acquiring
Corporation will be fully vested and exercisable as of a date prior to the
Transfer of Control. An Option will terminate effective as of the date of the
Transfer of Control to the extent that the Option is neither assumed by the
Acquiring Corporation, nor exercised as of the date of the Transfer of Control.
The Company's 1994 Employee Stock Purchase Plan (the "Purchase Plan")
provides that in the event of a "Transfer of Control," as defined in the
Purchase Plan, the Board may, in its sole discretion, arrange for the assumption
of the Company's rights and obligations under the Purchase Plan by the acquiring
or successor corporation. All purchase rights shall terminate if no assumption
occurs.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and persons who beneficially own more than 10% of
the Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by such persons.
Based solely on the Company's review of such forms furnished to the Company
and written representations from certain reporting persons, the Company believes
that all filing requirements applicable to the Company's executive officers,
directors, and persons who beneficially own more than 10% of the Company's
Common Stock were complied with in 1997, except for (i) a statement of initial
beneficial ownership for Michael Seashols, the Company's Chairman of the Board,
in August 1997, reporting one transaction, (ii) a statement of initial
beneficial ownership for David D. Parker, the Company's President and Chief
Executive Officer, in September 1997, reporting one transaction, (iii) an annual
statement of changes in beneficial ownership for Michael A. Morgan, the
Company's Vice President, Finance and Chief Financial Officer, reporting two
transactions, (iv) an annual statement of changes in beneficial ownership for
Michael Seashols, the Company's Chairman of the Board, reporting three
transactions, (v) an annual statement of changes in beneficial ownership for
Bruce Cleveland, a Company Director, reporting two transactions, and (vi) an
annual statement of changes in beneficial ownership for Peter Sprague, a Company
Director, reporting one transaction, all of which were not timely filed.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For transactions between the Company and its officers, directors, and
holders of more than 5% of its outstanding common stock, see "Summary
Compensation Table," "Stock Options Granted in 1997," "Option Exercises and 1997
Year-End Values," and "Compensation of Directors."
All future transactions, including loans, between the Company and its
officers, directors, principal shareholders, and their affiliates will continue
to be approved by the Board, including a majority of the disinterested
directors.
8
<PAGE> 12
REPORT OF THE COMPENSATION COMMITTEE ON REPRICING OF OPTIONS
During 1997 the Compensation Committee (the "Committee") of the Board of
Directors was comprised of two outside directors of the Company. In January
1998, Michael Seashols was added to the Compensation Committee. No member of the
Committee is a current or former officer or employee of the Company.
In June 1997, the Committee considered the options held by the Company's
executive officers and employees and the fact that a broad decline in the price
of the Common Stock of the Company had resulted in a substantial number of stock
options granted pursuant to the Option Plan having exercise prices well above
the recent historical trading prices for the Common Stock.
In June 1997, the Committee was advised by management that management
believed that key employee turnover was likely to increase in part because the
Company's total compensation package for long-term employees, which included
substantial options with exercise prices well above the current trading price,
was less attractive than compensation offered by other companies in the same
geographic location. This is because options granted to new hires at other
companies would likely be granted at current trading prices, providing more
opportunity for appreciation than the Company's options.
The Committee believed that the Company's success in the future would
depend in large part on its ability to retain a number of its highly skilled
technical, managerial and marketing personnel and the loss of key employees
could have significant adverse impact on the Company's business. The Committee
also believed that unless an adjustment was made in option prices, existing
employees holding options would perceive a substantial inequity in comparison to
new employees granted stock options with exercise prices set at the current,
lower fair market value of the Company's Common Stock and that employee morale
would suffer as a consequence. The Committee concluded that it was important and
cost-effective to provide equity incentives to employees and executive officers
of the Company to improve the Company's performance and the value of the Company
for its shareholders. The Committee considered granting new options selectively
to current key employees at fair market value, but recognized that the size of
the option grants required to offset the decline in market price would result in
significant additional dilution to shareholders. The Committee recognized that
an exchange of existing options with exercise prices higher than fair market
value for options at fair market value would provide additional incentives to
employees because of the increased potential for appreciation. The Committee
also recognized that the new options could require continued service during a
nine (9) month blackout period in which employees could not exercise any
repriced options, providing optionees participating in the exchange with an
added incentive to remain with the Company. Considering these factors, the
Committee determined that it was in the best interests of the Company and its
shareholders to restore the incentives for employees and executive officers to
remain as employees of the Company and to exert their maximum efforts on behalf
of the Company by granting replacement stock options under the Option Plan.
Replacement Options would be offered in place of options with exercise prices
above a certain threshold, with an exercise blackout period of nine months, and
exercise prices equal to $1.53, the closing sale price of the Company's Common
Stock preceding the Committee's approval of the repricing as reported on the
Nasdaq National Market. The replacement options are subject to termination if
the optionee fails to agree within a reasonable period to the cancellation of
the old options to be replaced.
Accordingly, in June 1997, the Committee approved an offer to all employees
of the Company, including executive officers whom the Committee considered
separately, to exchange outstanding options with exercise prices above $3.00 per
share for options with an exercise price of $1.53 per share, with an exercise
blackout period of up to nine (9) months. All replacement options will terminate
no later than ten (10) years from the date of grant. Accordingly, optionees who
participated in the exchange received a lower exercise price in exchange for
forfeiting the right to exercise any such options for a period of nine (9)
months from the date of grant. The offer to exchange options was completed in
June 1997; in total, options for 158,078 shares with exercise prices ranging
from $3.00 per share to $5.13 per share have been exchanged for options for an
equal number of shares at an exercise price of $1.53 per share, the closing
price of the Company's Common Stock on June 19, 1997, the date of the
Committee's approval of the repricing.
COMPENSATION COMMITTEE
Bruce Cleveland
Peter J. Sprague
9
<PAGE> 13
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
Overview and Policies for 1997
The Committee is responsible for setting and administering the policies
governing compensation of the Company's employees, including its executive
officers. The objectives of the Company's executive officer compensation policy
are to attract, retain, and reward executive officers who contribute to the
Company's success and to motivate these executives to achieve the Company's
business objectives.
The Committee's overall policy is to offer the Company's executive officers
competitive compensation opportunities based upon their personal performance,
the financial performance of the Company, and their contribution to that
performance. It is a policy of the Committee that a portion of each officer's
compensation be contingent upon the Company's performance as well as individual
level of performance. Each executive officer's compensation package is comprised
of three elements: (i) base salary which reflects individual performance and is
designed primarily to be competitive with salary levels in the industry, (ii)
quarterly and/or annual variable performance awards payable in cash and tied to
the achievement of quarterly and/or annual financial or other performance goals
established by the Committee, and (iii) long-term stock-based incentive awards
designed to strengthen the mutuality of interests among the executive officers
and the Company's shareholders. The Committee also compares aggregate executive
compensation as well as compensation for each executive with similarly-sized
high technology companies in the Company's geographic location.
The Committee strongly believes that employee compensation should be based
in part on the Company's performance and utilizes stock options and incentive
bonuses to accomplish this goal. The Committee believes that equity ownership by
employees, including executive officers, serves to align their interests with
the interests of shareholders by providing the employees with incentive to build
shareholder value.
Quarterly and annual bonuses are earned by each executive officer on the
basis of the Company's achievement of corporate and business unit performance
targets established by the Committee at the start of the year. The individual
bonus targets for 1997 were based on attainment of predetermined financial
targets, as well as other strategic management objectives. In 1997, the Company
did not achieve its financial targets but did attain a significant strategic
management objective in the disposition of its Tandem operations, and any bonus
compensation based on such objective was earned and paid accordingly.
Generally, stock option grants are reviewed annually by the Committee.
Grants are designed to align the interests of the executive officer with those
of the shareholders and provide each individual with a significant incentive to
manage the Company from the perspective of an owner with an equity stake in the
business. The size of the option grant to each executive officer is set at a
level which is intended to create a meaningful opportunity for stock ownership
based upon the individual's current position with the Company and the base
salary associated with that position, the size of comparable grants made to
individuals in similar positions in the industry, the individual's potential for
future responsibility and promotion over the option term, the individual's
personal performance in recent periods, and the number of options held by the
individual at the time of grant. The relative weight given to these factors
varies with each individual in the sole discretion of the Committee.
Chief Executive Officer Compensation
The Committee annually reviews the performance and compensation of the
President and Chief Executive Officer based on the assessment of his past
performance and its expectation of his future contributions to the Company's
performance. Peter McDonald served as the Company's Chief Executive Officer from
June 1986 until August 1997. Effective June 1997 through August 1997, Mr.
McDonald's base salary was set at $200,000, reduced from $225,000. This
adjustment was made due to poor corporate performance and a general reduction in
expenses. Mr. McDonald did not receive any bonuses in 1997 in light of the
Company's performance relative to operational targets set by the Company's Board
of Directors.
10
<PAGE> 14
Mr. McDonald was succeeded by David D. Parker as President and Chief
Executive Officer in August 1997. In August 1997 Mr. Parker entered into an
agreement with the Company that set his base salary at $120,000. An additional
$60,000 in annual cash bonus compensation could be earned in quarterly
increments provided the Company met certain operational targets established by
the Board of Directors, as well as other discretionary bonuses determined by the
Compensation Committee. In 1997 Mr. Parker was paid one quarterly bonus. Mr.
Parker also received 200,000 options, vesting over three and one half years, in
order to align his interests with those of the Company's shareholders.
Deductibility of Executive Compensation
The Company has considered the amendments to the Internal Revenue Code and
related regulations of the Internal Revenue Service which restrict deductibility
of executive compensation paid to each of the most highly compensated executive
officers at the end of any fiscal year to the extent such compensation exceeds
$1,000,000 for any such officers in any year and does not qualify for an
exception under the statute or proposed regulations. The Committee does not
believe that other components of the Company's compensation will be likely to
exceed $1,000,000 for any executive officer in the foreseeable future and
therefore concluded that no other action with respect to qualifying such
compensation for deductibility was necessary at this time. In the future, the
Committee will continue to evaluate the advisability of qualifying its executive
compensation for deductibility of such compensation. The Committee's policy is
to qualify its executive compensation for deductibility under applicable tax
laws as practicable.
COMPENSATION COMMITTEE
Bruce Cleveland
Peter J. Sprague
11
<PAGE> 15
COMPARISON OF SHAREHOLDER RETURN
Set forth below is a line graph comparing the percentage change in the
cumulative total return on the Company's Common Stock with the cumulative total
return of the Nasdaq Computer and Data Processing Stocks Index and the Nasdaq
Stock Market (US) Index for the period commencing on April 30, 1994, and ending
on December 31, 1997(1)
COMPARISON OF CUMULATIVE TOTAL RETURN FROM APRIL 30, 1994 THROUGH DECEMBER 31,
1997(2)
ENLIGHTEN SOFTWARE SOLUTIONS, INC., THE NASDAQ COMPUTER AND DATA
PROCESSING STOCKS INDEX, AND THE NASDAQ STOCK MARKET (US) INDEX
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
NASDAQ COMPUTER AND
ENLIGHTEN SOFTWARE DATA PROCESSING NASDAQ STOCK
SOLUTIONS, INC. STOCKS INDEX MARKET (US)
------------------ -------------------- ------------
<S> <C> <C> <C>
April 30, 1994................. $100.00 $100.00 $100.00
December 31, 1994.............. 80.59 119.85 103.38
December 31, 1995.............. 43.90 182.53 146.21
December 31, 1996.............. 68.29 225.23 179.83
December 31, 1997.............. 46.34 276.69 220.67
</TABLE>
- ---------------
(1) The Company's initial public offering was effective on April 19, 1994.
(2) Assumes that $100.00 was invested on April 30, 1994 in the Company's Common
Stock, at the closing sales price, and in each index and that all dividends
were reinvested. No cash dividends have been declared on the Company's
Common Stock. Shareholder returns over the indicated period should not be
considered indicative of future shareholder returns.
12
<PAGE> 16
ELECTION OF DIRECTORS
Five (5) directors of the Company are to be elected for the ensuing year or
until their successors are elected and qualified. Proxies cannot be voted for a
greater number of persons than the number of nominees named. If elected, each
nominee will hold office until the next Annual Meeting of Shareholders or until
his successor is elected and qualified, unless he resigns or his office becomes
vacant by death, removal, or other cause in accordance with the Bylaws of the
Company. The persons named in the accompanying form of proxy will vote the
shares represented thereby for the five nominees but may cumulate the votes for
less than all of the nominees, as permitted by the laws of the State of
California, unless otherwise instructed. The five nominees are Michael Seashols,
Michael A. Morgan, Peter J. McDonald, Peter J. Sprague, and Bruce Cleveland.
Please see "Information About Enlighten Software Solutions, Inc. -- Directors
and Executive Officers" above for information concerning the nominees. The
Company knows of no reason why any of these nominees should be unable or
unwilling to serve. However, if any nominee(s) should for any reason be unable
or unwilling to serve, the proxies will be voted for the election of such other
person(s) for the office of director as the Board may recommend in the place of
such nominee(s).
If a quorum is present and voting, the five nominees receiving the highest
number of votes will be elected directors. Abstentions and shares held by
brokers that are present, but not voted because the brokers were prohibited from
exercising discretionary authority, i.e. "broker non-votes," will be counted as
present for the purposes of determining if a quorum is present.
PROPOSAL TO AMEND THE COMPANY'S BYLAWS TO INCREASE THE
MAXIMUM NUMBER OF DIRECTORS TO A RANGE OF FROM FIVE TO SEVEN
Under the Company's current Bylaws, the Board of Directors must consist of
between three and five directors. In January 1998, the Board of Directors of the
Company adopted an amendment to the Bylaws to increase the range of the number
of directors from three to five, to four to seven. This amendment is intended to
afford the Company greater flexibility in having a Board of Directors of in
excess of five members. Currently, the Company has five members of the Board of
Directors.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of a majority of the votes present and voting at the
annual meeting of shareholders, at which a quorum representing a majority of all
outstanding shares of Common Stock of the Company entitled to vote is present,
either in person or by proxy, is required for approval of this proposal. Votes
against, abstentions, and "broker non-votes" will each be counted as present for
purposes of determining the presence of a quorum. Abstentions and "broker
non-votes" will have the same effect as a negative vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF AN
AMENDMENT TO THE COMPANY'S BYLAWS TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS OF
THE COMPANY TO A RANGE OF FROM FIVE TO SEVEN.
PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected KPMG Peat Marwick LLP as
independent public accountants to audit the financial statements of the Company
for the year ending December 31, 1998. KPMG Peat Marwick LLP has acted in such
capacity since its appointment in 1991. A representative of KPMG Peat Marwick
LLP is expected to be present at the annual meeting with the opportunity to make
a statement if the representative desires to do so, and is expected to be
available to respond to appropriate questions.
The affirmative vote of a majority of the votes cast at the annual meeting
of shareholders, at which a quorum representing a majority of all outstanding
shares of Common Stock of the Company is present and voting, either in person or
by proxy, is required for approval of this proposal. Votes against, abstentions,
and "broker non-votes" will each be counted as present for purposes of
determining the presence of a quorum.
13
<PAGE> 17
Neither abstentions nor "broker non-votes" will be counted as having been cast
affirmatively or negatively on the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT
OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
YEAR ENDING DECEMBER 31, 1998.
SHAREHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals from shareholders intended to be presented at the next annual
meeting of the shareholders of the Company must be received by the Company at
its offices located at 999 Baker Way, Fifth Floor, San Mateo, California 94404,
no later than December 23, 1998, and satisfy the conditions established by the
Securities and Exchange Commission for shareholder proposals to be included in
the Company's proxy statement for that meeting.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors knows of no
other business that will be conducted at the 1998 annual meeting of shareholders
of Enlighten Software Solutions, Inc. other than as described in this Proxy
Statement. If any other matter or matters are properly brought before the
meeting, or any adjournment or postponement thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their best judgment.
By Order of the Board of Directors
Michael A. Morgan, Secretary
April 15, 1998
14
<PAGE> 18
PROXY
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael Seashols and Michael A. Morgan and
each of them, with full power of substitution to represent the undersigned and
to vote all the shares of the stock of Enlighten Software Solutions, Inc.
which the undersigned is entitled to vote at the annual meeting of shareholders
of the Company to be held at 999 Baker Way, Fifth Floor, San Mateo, California
on Wednesday, May 20, 1998, at 10:00 a.m. Pacific Standard Time, and at any
adjournment or postponement thereof: (1) as hereinafter specified upon the
proposals listed below and as more particularly described in the Company's
Proxy Statement, and (2) in their discretion upon such other matters as may
properly come before the meeting.
The undersigned hereby acknowledges receipt of (1) Notice of Annual Meeting of
Shareholders of the Company, (2) accompanying Proxy Statement, and (3) Annual
Report of the Company on Form 10-KSB for the year ended December 31, 1997.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 19
Please mark
your votes as
indicated in
this example. /x/
FOR WITHHOLD
the nominees listed AUTHORITY
below (except as marked to vote for the
to the contrary below). nominees listed below.
1. Election of the following / / / /
directors:
(INSTRUCTION: To withhold
authority to vote for a
nominee, strike a line
through the nominee's name.)
Michael Seashols Michael A. Morgan
Peter J. McDonald Peter J. Sprague
Bruce Cleveland
FOR AGAINST ABSTAIN
2. To approve an amendment to the
Enlighten Software Solutions, Inc. / / / / / /
Bylaws to increase the maximum
number of Directors to a range of
from five (5) to seven (7).
FOR AGAINST ABSTAIN
3. To approve the appointment of KPMG
Peat Marwick LLP as independent / / / / / /
accountants of the Company for the
year ending December 31, 1998.
Whether or not you plan to attend the meeting
in person, you are urged to sign and promptly
mail this proxy in the return envelope so
that your stock may be represented at the
meeting.
The shares represented hereby shall be voted
as specified. If no specification is made,
such shares shall be voted FOR proposals 1,
2 and 3.
Check here for address change and note at
right. / /
Check here if you plan to attend the
annual meeting. / /
Signature(s) Dated: , 1998
---------------------------------------- --------------
Sign exactly as your name(s) appears on your stock certificate. If shares of
stock stand of record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the Proxy. If shares of stock are held of record by a
corporation, the Proxy should be executed by the President or Vice President
and the Secretary or Assistant Secretary, and the corporate seal should be
affixed thereto. Executors or administrators or other fiduciaries who execute
the above Proxy for a deceased stockholder should give their full title. Please
date the Proxy.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
