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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PROJECT SOFTWARE & DEVELOPMENT, INC.
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(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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PROJECT SOFTWARE & DEVELOPMENT, INC.
-----------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 15, 1999
---------------------------------
Notice is hereby given that a Special Meeting of Stockholders of Project
Software & Development, Inc. (the "Company") will be held at the offices of the
Company at 100 Crosby Drive, Bedford, Massachusetts 01730 on Wednesday, December
15, 1999, beginning at 10:00 A.M., local time, for the following purposes:
1. To act upon a proposal to amend the Company's Restated Articles of
Organization to increase the authorized Common Stock, par value $.01
per share, of the Company from 15,350,000 to 50,000,000 shares.
2. To transact such further business as may properly come before the
Special Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on November 12, 1999
as the record date for the determination of the stockholders of the Company
entitled to notice of, and to vote at, the Special Meeting and any adjournment
thereof. Only stockholders of record on such date are entitled to notice of, and
to vote at, the Special Meeting or any adjournment thereof.
By Order of the Board of Directors,
/s/ Paul D. Birch
PAUL D. BIRCH
Clerk
Bedford, Massachusetts
November 17, 1999
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YOUR VOTE IS IMPORTANT
PLEASE SIGN AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING.
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PROJECT SOFTWARE & DEVELOPMENT, INC.
100 CROSBY DRIVE
BEDFORD, MASSACHUSETTS 01730
(781) 280-2000
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PROXY STATEMENT
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SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 15, 1999
This Proxy Statement and the enclosed form of proxy are being mailed to
stockholders on or about November 17, 1999 in connection with the solicitation
by the Board of Directors of Project Software & Development, Inc. (the
"Company") of proxies to be used at a Special Meeting of Stockholders of the
Company, to be held on Wednesday, December 15, 1999, and at any and all
adjournments thereof (the "Special Meeting"). When proxies are returned properly
executed, the shares represented will be voted in accordance with the
stockholders' directions. Stockholders are encouraged to vote on the matters to
be considered. However, if no choice has been specified by a stockholder, the
shares covered by any executed proxy will be voted as recommended by management.
Any stockholder may revoke his proxy at any time before it has been exercised by
providing the Company with a later dated proxy, by notifying the Company's Clerk
in writing or by attending the Special Meeting and voting in person.
The Board of Directors of the Company (the "Board") has fixed the close of
business on November 12, 1999 as the record date (the "Record Date") for the
determination of the stockholders of the Company entitled to notice of, and to
vote at, the Special Meeting and any adjournment thereof. Only stockholders of
record on such Record Date are entitled to notice of, and to vote at, the
Special Meeting or any adjournment thereof. At the close of business on the
Record Date, there were issued and outstanding 10,650,906 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), each of which is
entitled to cast one vote.
QUORUM AND TABULATION OF VOTES
The By-Laws of the Company provide that the holders of a majority of the
shares of Common Stock issued and outstanding and entitled to vote thereat will
constitute a quorum at the Special Meeting. Shares of Common Stock represented
by a properly signed and returned proxy will be treated as present at the
Special Meeting for purposes of determining a quorum. In general, abstentions
and broker "non-votes" are counted as present or represented for purposes of
determining the presence or absence of a quorum for the Special Meeting. A
"non-vote" occurs when a broker or nominee holding shares for a beneficial owner
votes on one proposal, but does not vote on another proposal because, in respect
of such other proposal, the broker or nominee does not have discretionary voting
power and has not received instructions from the beneficial owner.
The affirmative vote of a majority of the shares of Common Stock
outstanding as of the Record Date will be necessary to approve the proposed
amendment to the Company's Restated Articles of Organization. Abstentions and
broker "non-votes" with respect to the proposed amendment will count as being
present and represented at the Special Meeting, but will not be included in
calculating the number of votes cast in favor of the proposed amendment.
Votes will be tabulated by the Company's transfer agent, BankBoston, N.A.
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PROPOSED AMENDMENT TO RESTATED ARTICLES OF
ORGANIZATION TO INCREASE AUTHORIZED SHARES
On October 15, 1999, the Company's Board of Directors voted to recommend to
the stockholders that the Company's Restated Articles of Organization be amended
to increase the number of authorized shares of Common Stock from 15,350,000
shares to 50,000,000 shares (the "Amendment"). The Company's Board of Directors
also voted to effect a two-for-one stock split by means of a stock dividend of
one share of fully paid and nonassessable Common Stock on each share of Common
Stock issued and outstanding at the close of business on the date of the Special
Meeting, contingent on stockholder approval of the Amendment. The payment
distribution date for the stock dividend is expected to be on or about December
22, 1999.
On the Record Date, there were issued and outstanding 10,650,906 shares of
Common Stock and options to purchase an additional 1,074,109 shares of Common
Stock. If the Amendment is approved, the Board will have authority to issue an
additional 34,650,000 shares of Common Stock. Of the additional shares proposed
to be authorized by the Amendment, an aggregate of approximately 10,650,906
shares are expected to be issued to stockholders of record on December 15, 1999
on account of the stock dividend. The balance of the additional authorized
shares of Common Stock will be used for such corporate purposes as may be
determined by the Board of Directors to be necessary or desirable, including,
without limitation, raising capital or acquiring property through the sale of
stock, acquiring businesses through mergers or the exchange of stock and
attracting or retaining valuable employees by the issuance of stock-based
compensation awards. The Company at present has no commitments, agreements or
undertakings obligating the Company to issue any such additional shares;
however, the Board of Directors considers the authorization of additional shares
of Common Stock advisable to ensure prompt availability of shares for such
purposes should the occasion arise.
Under Massachusetts law, the Board of Directors generally may issue
authorized but unissued shares of Common Stock without stockholder approval.
Frequently, opportunities arise that require prompt action, and the Company
believes that the delay necessitated by the need for stockholder approval of a
specific issuance could be to the detriment of the Company and its stockholders.
The Board of Directors does not currently intend to seek stockholder approval
prior to any future issuance of additional shares of Common Stock, unless
stockholder action is required in a specific case by applicable law, the rules
of any exchange or market on which the Company's securities may then be listed,
or the Restated Articles of Organization or By-Laws of the Company, as then in
effect.
The additional shares of Common Stock authorized for issuance pursuant to
the Amendment will have all of the rights and privileges that the currently
outstanding shares of Common Stock possess. The increase in authorized shares
will not affect the terms, or rights of the holders, of existing shares of
Common Stock. All outstanding shares will continue to have one vote per share on
all matters to be voted on by the stockholders, including the election of
directors. Shares of the Company's Common Stock, including the additional shares
proposed for authorization, do not have preemptive or similar rights.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL TO AMEND
THE COMPANY'S RESTATED ARTICLES OF ORGANIZATION.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of October 20, 1999 (i) by
each person or entity known to the Company to own beneficially five percent or
more of the Company's Common Stock, (ii) by each director of the Company, (iii)
by the Chief Executive Officer of the Company and each of the Company's four
most highly compensated executive officers other than the Chief Executive
Officer who were serving as executive officers at the end of the Company's last
fiscal year, and (iv) by all executive officers and directors of the Company as
a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
-------------------
NAME NUMBER PERCENT
- ---- --------- -------
<S> <C> <C>
Robert L. Daniels(2)(3)..................................... 2,628,360 24.7%
100 Crosby Drive
Bedford, MA 01730
Kopp Investment Advisors, Inc.(4)........................... 811,029 7.6%
6600 France Avenue South
Edina, MN 55435
Susan H. Daniels(2)(3)(5)................................... 802,129 7.5%
100 Crosby Drive
Bedford, MA 01730
Norman E. Drapeau, Jr.(6)................................... 83,498 *
Paul D. Birch(7)............................................ 71,732 *
John W. Young(6)............................................ 37,748 *
Ted D. Williams(6).......................................... 17,500 *
William J. Sawyer(6)........................................ 11,250 *
Alan L. Stanzler(8)......................................... 146,800 1.4%
Stephen B. Sayre(6)......................................... 13,000 *
Richard P. Fishman(9)....................................... 8,500 *
All directors and executive officers as a group (9 persons)
(2)(3)(6)(7)(8)(9)........................................ 4,566,546 42.9%
</TABLE>
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* Less than one percent.
(1) The persons named in this table have sole voting and investment power with
respect to the shares listed, except as otherwise indicated. The inclusion
herein of shares listed as beneficially owned does not constitute an
admission of beneficial ownership.
(2) Excludes 116,800 shares held in trusts for the benefit of Mr. Daniels'
children and 600 shares held by Mr. Daniels as custodian for the benefit of
a minor child. Each of Robert L. Daniels and Susan H. Daniels disclaims
beneficial ownership of these shares.
(3) Includes shares held by Robert L. Daniels as Trustee of the 1996 Daniels
Voting Trust (the "Voting Trust"). Of the 1,502,258 shares subject to the
Voting Trust, 801,129 are owned beneficially by Mr. Daniels and 701,129 are
owned beneficially by Susan H. Daniels. Mr. Daniels, as Trustee, has sole
voting power with respect to the shares subject to the Voting Trust. Mr.
Daniels also owns 1,126,102 shares free of the Voting Trust, and Susan
Daniels also owns 101,000 shares free of the Voting Trust. Each of Mr.
Daniels and Susan Daniels disclaims beneficial ownership of the shares
beneficially owned by the other. Robert and Susan Daniels are divorced.
(4) This information is as of June 30, 1999, and is based upon a report on
Schedule 13F filed by Kopp Investment Advisors, Inc. with the Securities and
Exchange Commission on August 3, 1999.
(5) Excludes 5,500 shares held by Susan H. Daniels as Trustee of the Susan
Daniels Family Charitable Foundation. Susan H. Daniels disclaims ownership
of these shares.
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(6) Represents shares issuable pursuant to outstanding stock options exercisable
within 60 days of the date of this table.
(7) Includes 54,999 shares issuable pursuant to outstanding stock options
exercisable within 60 days of the date of this table.
(8) Includes 116,800 shares held by Mr. Stanzler as trustee under three trusts
for the benefit of Mr. Daniels' children. Mr. Stanzler has sole voting power
with respect to the shares held by these trusts. Also includes 13,000 shares
issuable pursuant to outstanding stock options exercisable within 60 days of
the date of this table. Also includes 9,000 shares underlying Stock
Appreciation Rights granted to Mr. Stanzler by Mr. Daniels, exercisable for
five years from December 8, 1997.
(9) Includes 7,500 shares issuable pursuant to outstanding stock options
exercisable within 60 days of the date of this table.
SOLICITATION
No compensation will be paid by any person in connection with the
solicitation of proxies. Brokers, banks and other nominees will be reimbursed
for their out-of-pocket expenses and other reasonable clerical expenses incurred
in obtaining instructions from beneficial owners of the Common Stock. In
addition to the solicitation by mail, special solicitation of proxies may, in
certain instances, be made personally or by telephone by directors, officers and
certain employees of the Company. It is expected that the expense of such
special solicitation will be nominal. All expenses incurred in connection with
this solicitation will be borne by the Company.
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the proxy materials related to the
2000 Annual Meeting of Stockholders or Special Meeting in lieu thereof must be
received by the Company at its Executive Offices no later than November 5, 1999
or, if the date of such meeting is more than 30 calendar days before or after
March 24, 2000, a reasonable time before the solicitation of proxies by the
Company with respect to such meeting is made.
In addition, the Company's By-Laws provide that a stockholder must give
written notice to the Company of any business to be conducted at any meeting of
stockholders in accordance with the procedural requirements fully set forth in
Article III of the Company's By-Laws. In the case of a regularly scheduled
annual meeting, such notice must be given not less than sixty days prior to the
scheduled annual meeting describing any proposal to be brought before such
meeting, even if such item is not to be included in the Company's proxy
statement relating to such meeting. To bring an item of business before the 2000
Annual Meeting, a stockholder must deliver the requisite notice of such item to
the Company no later than December 10, 1999.
MISCELLANEOUS
The Board does not intend to present at the Special Meeting any business
other than the proposals listed herein, and the Board was not aware, a
reasonable time before mailing this Proxy Statement to stockholders, of any
other business which may be properly presented for action at the Special
Meeting. If any other business should come before the Special Meeting, the
persons present will have discretionary authority to vote the shares they own or
represent by proxy in accordance with their judgment.
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SKU 1286-PS-99
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PROJECT SOFTWARE & DEVELOPMENT, INC. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR PROPOSAL 1 (APPROVAL OF AMENDMENT OF
RESTATED ARTICLES OF ORGANIZATION).
PROJECT SOFTWARE & DEVELOPMENT, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 15, 1999
The undersigned stockholder of Project Software & Development, Inc. (the
"Company"), revoking all prior proxies, hereby appoints Norman E. Drapeau, Jr.
and Paul D. Birch, and each of them acting singly, proxies, with full power of
substitution, to vote all shares of capital stock of the Company which the
undersigned is entitled to vote at the Special Meeting of Stockholders to be
held at the offices of the Company, 100 Crosby Drive, Bedford, Massachusetts, on
Wednesday, December 15, 1999, beginning at 10:00 A.M., local time, and at any
adjournments thereof, upon matters set forth in the Notice of Special Meeting
dated November 17, 1999 and the related Proxy Statement, copies of which have
been received by the undersigned, and in their discretion upon any business that
may properly come before the meeting or any adjournments thereof. Attendance of
the undersigned at the meeting or any adjourned session thereof will not be
deemed to revoke this proxy unless the undersigned shall affirmatively indicate
the intention of the undersigned to vote the shares represented hereby in person
prior to the exercise of this proxy.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS GIVEN WITH RESPECT TO PROPOSAL 1 BELOW (APPROVAL OF AMENDMENT OF RESTATED
ARTICLES OF ORGANIZATION), THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
1. To approve the amendment of the Company's Restated Articles of Organization.
FOR AGAINST ABSTAIN
Mark here for address change and note at left.
Mark here if you plan to attend the meeting.
Please promptly date and sign this proxy and
mail it in the enclosed envelope to assure
representation of your shares. No postage need
be affixed if mailed in the United States.
Please sign exactly as name(s) appear on stock
certificate. If stockholder is a corporation,
please sign full corporate name by president or
other authorized officer and, if a partnership,
please sign full partnership name by an
authorized partner or other person.
