Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(X) Filed by 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 Materials Pursuant
to Rule 14a-11(c) or Rule 14a-12
-------------------------------------------------------------------------
TRACK DATA CORPORATION
-------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
-------------------------------------------------------------------------
<PAGE>
[TDC LOGO]
TRACK DATA CORPORATION
56 PINE STREET
NEW YORK, NY 10005
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 18, 1997
TO THE STOCKHOLDERS OF TRACK DATA CORPORATION:
The Annual Meeting of Stockholders of Track Data Corporation (the
"Company") will be held at 95 Rockwell Place, Brooklyn, New York, 11217, Fifth
Floor Conference Room, at 10:00 A.M. on Thursday, December 18, 1997, for the
following purposes:
(1) To elect seven Directors of the Company to hold office until the next
Annual Meeting of Stockholders and until their successors have been
duly elected and qualified;
(2) To ratify the selection and appointment by the Company's Board of
Directors of Grant Thornton LLP, independent auditors, as auditors for
the Company for the year ended December 31, 1997; and
(3) To consider and transact such other business as may properly come
before the meeting or any adjournments thereof.
A Proxy Statement, form of Proxy, the Annual Report to Stockholders of
the Company for the year ended December 31, 1996 and for the six months ended
June 30, 1997 and 1996 are enclosed herewith. Only holders of record of
Common Stock of the Company at the close of business on November 7, 1997 will
be entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. A complete list of the stockholders entitled to vote
will be available for inspection by any stockholder during the meeting; in
addition, the list will be open for examination by any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting at the office of the Secretary of
the Company, located at 95 Rockwell Place, Brooklyn, New York 11217.
New York, New York By Order of the Board of Directors,
November 12, 1997
Martin Kaye, Secretary
<PAGE>
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO
NOT EXPECT TO BE PRESENT, PLEASE SIGN AND DATE THE ENCLOSED FORM OF PROXY AND
RETURN IT PROMPTLY USING THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. ANY PERSON GIVING A PROXY HAS THE POWER TO
REVOKE IT AT ANY TIME PRIOR TO ITS EXERCISE AND IF PRESENT AT THE MEETING MAY
WITHDRAW IT AND VOTE IN PERSON. ATTENDANCE AT THE MEETING IS LIMITED TO
STOCKHOLDERS, THEIR PROXIES AND INVITED GUESTS OF THE COMPANY.
<PAGE>
TRACK DATA CORPORATION
56 PINE STREET
NEW YORK, NEW YORK 10005
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Track Data Corporation (the "Company") of proxies in
the form enclosed. Such Proxies will be voted at the Annual Meeting of
Stockholders of the Company to be held at 95 Rockwell Place, Brooklyn, New
York, 11217, Fifth Floor Conference Room, at 10:00 A.M. on Thursday, December
18, 1997 (the "Meeting") and at any adjournments thereof for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement and accompanying Proxy are being mailed on or about
November 12, 1997 to all stockholders of record on November 7, 1997 (the
"Record Date").
Any stockholder giving a Proxy has the power to revoke the same at any
time before it is voted. The cost of soliciting Proxies will be borne by the
Company. The Company has no contract or arrangement with any party in
connection with the solicitation of proxies. Following the mailing of the
Proxy materials, solicitation of Proxies may be made by officers and employees
of the Company by mail, telephone, telegram or personal interview. Properly
executed Proxies will be voted in accordance with instructions given by
stockholders at the places provided for such purpose in the accompanying
Proxy. Unless contrary instructions are given by stockholders, it is intended
to vote the shares represented by such Proxies FOR the election of the seven
nominees for director named herein and FOR the selection of Grant Thornton LLP
as independent auditors. The current members of the Board of Directors
presently hold voting authority for Common Stock representing an aggregate of
11,948,000 votes, or approximately 82.4% of the total number of votes eligible
to be cast at the Annual Meeting. The members of the Board of Directors have
indicated their intention to vote affirmatively on all of the proposals.
VOTING SECURITIES
Stockholders of record as of the close of business on the Record Date
will be entitled to notice of, and to vote at, the Meeting or any adjournments
thereof. On the Record Date there were 14,402,737 outstanding shares of
common stock, par value $.01 per share (the "Common Stock"). Each holder of
Common Stock is entitled to one vote for each share held by such holder. The
presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Meeting. Proxies submitted which contain abstentions or broker non-votes will
be deemed present at the Meeting in determining the presence of a quorum.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of September 30, 1997, information
regarding the beneficial ownership of the Company's Common Stock based upon
the most recent information available to the Company for (i) each person known
by the Company to own beneficially more than five (5%) percent of the
Company's outstanding Common Stock, (ii) each of the Company's officers and
directors and (iii) all officers and directors of the Company as a group.
Unless otherwise indicated, each stockholder's address is c/o the Company, 56
Pine Street, New York, New York 10005.
<TABLE>
<CAPTION>
<S> <C> <C>
SHARES OWNED BENEFICIALLY (1)
--------------------------------
NAME NO. OF SHARES % OF CLASS
Barry Hertz (2) 12,058,000 82.9%
Morton Mackof (3) 273,405 1.9%
Stanley Stern (4) 38,434 *
Alan Schnelwar (5) 59,000 *
Martin Kaye (6) 21,000 *
Todd Solomon (7) 14,500 *
Jack Spiegelman (8) 6,000 *
E. Bruce Fredrikson (9)
Syracuse University
School of Management
Syracuse, NY 13244 21,000 *
All Officers and Directors as a Group
(eight persons)(2)(3)(4)(5)(6)(7)(8)(9). 12,491,339 85.1%
<FN>
- --------------
* = less than 1%
(1) Except as noted otherwise, all shares are owned beneficially and of
record. Based on 14,422,737 shares outstanding.
(2) Consists of 11,574,100 shares owned by Mr. Hertz and 363,900 shares owned
by Trusts established in the names of Mr. Hertz's children. Also includes
120,000 options which are presently exercisable from aggregate grants to
purchase 140,000 shares of Common Stock granted to Mr. Hertz under the
Company's Stock Option Plans.
(3) Consists of 17,000 shares issuable upon the exercise of presently
exercisable options granted under the Company's Stock Option Plans and
256,405 shares held in the Track Data Phantom Unit Trust (the "TDC
Trust") to be released upon his termination of employment, or earlier
with approval of the Board of Directors.
(4) Consists of 7,000 shares issuable upon the exercise of presently
exercisable options granted under the Company's Stock Option Plans and
31,434 shares held in the TDC Trust to be released upon his termination
of employment, or earlier with approval of the Board of Directors.
(5) Consists of 6,000 shares owned of record and 53,000 share s issuable upon
the exercise of presently exercisable options granted under the Company's
Stock Option Plans.
(6) Consists of 500 shares owned of record and 20,500 shares issuable upon
the exercise of presently exercisable options granted under the Company's
Stock Option Plans.
(7) Consists of 1,500 shares owned of record and 13,000 shares issuable upon
the exercise of presently exercisable options granted under the Company's
Stock Option Plans.
(8) Consists of 1,000 shares owned by his wife as to which Mr. Spiegelman
disclaims beneficial interest and 5,000 shares issuable upon the
exercise of presently exercisable options granted under the Company's
Stock Option Plans.
(9) Consists of 1,000 shares owned of record and 20,000 shares issuable upon
presently exercisable options granted under the Company's Stock Option
Plans.
</TABLE>
<PAGE>
ITEM I. ELECTION OF DIRECTORS
It is the intention of the persons named in the enclosed form of Proxy,
unless such form of Proxy specifies otherwise, to nominate and to vote the
shares represented by such Proxy FOR the election of Barry Hertz, Alan
Schnelwar, Martin Kaye, Dr. E. Bruce Fredrikson, Morton Mackof, Todd Solomon
and Jack Spiegelman to hold office until the next Annual Meeting of
Stockholders or until their respective successors shall have been duly elected
and qualified. The number of directors has been reduced from eight to seven.
All of the nominees are presently directors of the Company. Mr. Stern is not
standing for reelection as a director. The Company has no reason to believe
that any of the nominees will become unavailable to serve as directors for any
reason before the Annual Meeting. However, in the event that any of them
shall become unavailable, the person designated as proxy reserves the right to
substitute another person of his choice when voting at the Annual Meeting.
OFFICERS AND DIRECTORS
The officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AGE POSITION
- ------------------- --- ------------------------------------------------
Barry Hertz 47 Chairman of the Board, Chief Executive Officer
Alan Schnelwar 58 Senior Vice President and Director
Martin Kaye 50 Vice President - Finance, Secretary and Director
E. Bruce Fredrikson 59 Director
Morton Mackof 50 Director
Todd Solomon 35 Director
Jack Spiegelman 59 Director
Stanley Stern 47 Director
</TABLE>
On March 31, 1996, Track Data Corporation ("Track") merged (the "Merger")
into Global Market Information, Inc. ("Global"). Upon consummation of the
Merger, the name Global was changed to Track Data Corporation (the "Company").
BARRY HERTZ has served as the Company's Chairman and Chief Executive
Officer since its inception. In April 1994 he was elected Secretary of the
Company and served until August 1994. Mr. Hertz also founded Track in 1981.
He was Track's sole owner and its Chief Executive Officer until its Merger
with Global. He holds a Masters degree in Computer Science from New York
University (1973) and a B.S. degree in Mathematics from Brooklyn College
(1971). Mr. Hertz is also Chairman of Innodata Corporation ("Innodata"), a
public company co-founded by Mr. Hertz, of which the Company is a principal
stockholder and which is engaged in the data entry and conversion business.
ALAN SCHNELWAR has been a Vice President of Track in charge of the
Dial/Data service since 1988, and was elected President of the Company in
August 1994. He served as President until March 1996 and became its Senior
Vice President upon the Merger. He holds a B.S. degree in Civil Engineering
from the City University of New York (1967).
MARTIN KAYE has been Vice President-Finance and Director of the Company
since April 1994. He was elected Secretary of the Company in August 1994.
Mr. Kaye is a certified public accountant and has also served as Chief
Financial Officer of Innodata since October 1993 and was appointed as a
Director in March 1995. He had been an audit partner with Deloitte & Touche
LLP for more than five years until his resignation in 1993. Mr. Kaye holds a
B.B.A. in accounting from Baruch College (1970).
MORTON MACKOF has been a Director of the Company since April 1994, became
its President in March 1996 upon the Merger and resigned as President in
November 1996. He was Executive Vice President of Track since February 1991
and was elected its President in December 1994. From 1986 to 1991, he was
President of Medical Leasing of America, Inc. He holds a B.S. degree in
electrical engineering from Rensselaer Polytechnic Institute (1970) and did
graduate work in computer science. He is also a director of Innodata.
DR. E. BRUCE FREDRIKSON has been a Director of the Company since June
1994. He is currently a professor of finance at Syracuse University School of
Management where he has taught since 1966 and has previously served as
chairman of the finance department. Dr. Fredrikson has a B.A. in economics
from Princeton University and a M.B.A. and a Ph.D. in finance from Columbia
University. He serves as director of Eagle Finance Corp., a company which
acquires and services non-prime automobile installment sales contracts. He is
also an independent general partner of Fiduciary Capital Partners, L.P. and
Fiduciary Capital Pension Partners, L.P. He is also a director of Innodata.
TODD SOLOMON has been a Director of the Company since September 1994.
Mr. Solomon has also been President and a Director of Innodata since its
founding in 1988. Since August 1995, Mr. Solomon has been the Chief Executive
Officer of Innodata. On September 15, 1997 Mr. Solomon resigned as President
and CEO and currently serves as Consultant and Vice Chairman of the Board of
Innodata. Mr. Solomon holds an A.B. in history and physics from Columbia
University (1986).
JACK SPIEGELMAN has been a Director of the Company since April 1996.
Since February 1996 he has been a registered representative of J. W. Charles
Securities, Inc. and prior thereto for more than five years was a registered
representative of Fahnestock & Company, Inc. Mr. Spiegelman holds a B.A. in
economics from Brooklyn College (1963).
STANLEY STERN has been a Director of the Company since April 1994, became
its Executive Vice President upon the Merger and resigned as Executive Vice
President in December 1996. Mr. Stern has served as Chief Operating Officer
of Track and in predecessor positions, for more than five years. Mr. Stern
holds a B.B.A. from Baruch College (1973). He is also a director of Innodata.
First Hanover Securities, Inc., the underwriter of the Company's initial
public offering, is entitled to designate one member of the Board of Directors
for five years ending August 10, 1999. To date no such member has been
designated. Directors are elected to serve until the next annual meeting of
stockholders and until their successors are elected and qualified. Officers
serve at the discretion of the Board. There are no family relationships among
directors or officers.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the year ended December
31, 1996. Each director attended at least 75% of all of the meetings of the
Board of Directors held during the period in 1996 such person served as
director.
The Company's Audit Committee is comprised of Dr. Fredrikson and Mr.
Spiegelman. The function of the Audit Committee is to make recommendations
concerning the selection each year of independent auditors of the Company, to
review the effectiveness of the Company's internal accounting methods and
procedures, and to determine through discussions with the independent auditors
whether any instructions or limitations have been placed upon them in
connection with the scope of their audit or its implementation. The Audit
Committee did not meet separately during 1996. The Board of Directors does
not have a Compensation or Nominating Committee. The Board of Directors has
designated Messrs. Fredrikson and Spiegelman to serve as administrators of the
Company's 1995 Stock Option Plan.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company believes that during the period from January 1, 1996 through
December 31, 1996 all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were
complied with.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
paid by the Company or its predecessors, Track and Global, for services to it
during the three fiscal years ended December 31, 1996 to the Company's Chief
Executive Officer and to the executive officers whose aggregate cash and cash
equivalent compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NUMBER OF
STOCK
FISCAL ANNUAL OPTIONS
NAME AND POSITION YEAR SALARY BONUS TOTAL AWARDED
- ----------------------- ------ ---------- -------- ---------- ----------
Barry Hertz 1996 $ 350,000 $ - $ 350,000 40,000
Chairman, CEO (D) 1995 1,173,000 - 1,173,000 100,000(A)
1994 1,535,600 - 1,535,600 100,000
Alan Schnelwar 1996 $ 165,000 $ - $ 165,000 25,500
Senior Vice President 1995 170,000 - 170,000 40,000(A)
1994 140,000 - 140,000 40,000
Morton Mackof 1996 $ 277,000 $ - $ 277,000 30,000
President (B) 1995 308,600 240,000(C) 548,600 2,000(A)
1994 272,740 - 272,740 2,000
Stanley Stern 1996 $ 173,990 $ - $ 173,990 10,000
Executive Vice 1995 181,600 - 181,600 2,000(A)
President (B) 1994 179,433 - 179,433 2,000
David Hubbard 1996 $ 149,450 $ - $ 149,450 12,500
Chief Technology 1995 141,283 - 141,283 1,000(A)
Officer (B) 1994 151,983 - 151,983 1,000
<FN>
(A) Options granted in 1994 and repriced in 1995
(B) Mssrs. Mackof, Stern and Hubbard resigned in November 1996, December
1996 And April 1997, respectively.
(C) Bonus paid by issuance of 60,000 shares of the Company's common
stock.
(D) Prior to the Merger, Mr. Hertz received compensation from Track. In
Connection with the Merger, Mr. Hertz agreed to receive compensation
of $350,000 for 1996 and 1997.
</TABLE>
The above table does not include certain insurance and other personal
benefits, the total value of which does not exceed $50,000 or 10% of such
person's cash compensation.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
POTENTIAL
PERCENT OF REALIZED
TOTAL VALUE AT ASSUMED
OPTIONS ANNUAL RATES
GRANTED TO OF STOCK
NUMBER OF EMPLOYEES EXER- EXPIR- APPRECIATION
OPTIONS IN FISCAL CISE ATION FOR OPTION TERM
NAME GRANTED YEAR PRICE DATE 5% 10%
- -------------- --------- ----------- ------ ------ -------- --------
Barry Hertz 40,000 7.0% $2.00 4/2001 $22,400 $37,200
Alan Schnelwar 25,500 4.5% $2.00 4/2001 $14,280 $23,715
Morton Mackof 30,000 5.3% $2.00 4/2001 $16,800 $27,900
Stanley Stern 10,000 1.8% $2.00 4/2001 $ 5,600 $ 9,300
David Hubbard 12,500 2.2% $2.00 4/2001 $ 7,000 $11,625
</TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR;
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED IN-THE-
OPTIONS AT FISCAL MONEY OPTIONS
SHARES YEAR END AT FISCAL YEAR END
ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE UNEXERCISABLE UNEXERCISABLE
- -------------- ----------- ----------------- --------------------
Barry Hertz - 86,667/53,333 $- /$-
Alan Schnelwar - 39,666/25,834 $- /$-
Morton Mackof - 17,000/15,000 $- /$-
Stanley Stern - 7,000/5,000 $- /$-
David Hubbard - 7,250/6,250 $- /$-
</TABLE>
There are no employment agreements, stock appreciation rights or long-term
incentive plans.
DIRECTORS COMPENSATION
Dr. Fredrikson is compensated at the rate of $1,250 per month plus
out-of-pocket expenses for each meeting attended. Mr. Spiegelman receives
$1,000 per meeting attended plus out-of-pocket expenses. No other director is
compensated for his services as director.
Messrs. Fredrikson and Spiegelman each receive options to purchase 7,000
and 5,000 shares, respectively, on an annual basis under the 1995
Disinterested Directors' Stock Option Plan as compensation for their services
as administrators of the 1995 Stock Option Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For the Company's fiscal year ended December 31, 1996, Messrs. Hertz,
Mackof, Stern, Schnelwar and Kaye were officers of the Company and were
members of the Board of Directors (there is no compensation committee). Mr.
Hertz is Chairman of Innodata Corporation and Mr. Solomon, a director of the
Company, has been President and is presently a consultant and a director of
Innodata Corporation. Mr. Kaye is chief financial officer and a director of
Innodata Corporation. Messrs. Mackof and Stern are also directors of Innodata
Corporation.
BOARD REPORT ON EXECUTIVE COMPENSATION
The following is the Board's compensation policy: The Board of Directors
(the "Board") is responsible for determining the annual salary, short-term and
long-term incentive compensation, stock awards and other compensation of the
executive officers. In its deliberations regarding compensation of executive
officers for 1996 and thereafter, the Board considered the following factors:
(a) Company performance, both separately and in relation to similar companies,
(b) the individual performance of each executive officer, (c) compensation and
stock award information disclosed in the proxy statements of other companies,
(d) historical compensation levels and stock awards at the Company, (e) the
overall competitive environment for executives and the level of compensation
necessary to attract and retain executive talent and (f) the recommendations
of management.
STOCK PRICE PERFORMANCE GRAPH
The following performance graph compares the cumulative total return
(assuming reinvestment of dividends) of an investment of $100 in Track Data
Corporation on August 11, 1994 (initial public offering date) through its
fiscal years ended December 31, 1994, 1995 and 1996 to the Nasdaq Market Index
and the Industry Index for SIC Code 7375, Information Retrieval Services.
COMPARE CUMULATIVE TOTAL RETURN AMONG
TRACK DATA CORPORATION
NASDAQ MARKET INDEX AND SIC CODE 7375 - INFORMATION RETRIEVAL SERVICES
INFORMATION PROVIDED BY MEDIA GENERAL FINANCIAL SERVICES.
[GRAPH]
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSCERTAIN
During 1995 Track made cash advances to Mr. Hertz, without interest, and
to three real estate partnerships owned by Mr. Hertz and members of his
family, with interest at 6% per annum. The loans were unsecured and totaled
approximately $873,000 in the aggregate. These amounts were transferred to
Mr. Hertz in partial satisfaction of a dividend declared prior to the Merger
in accordance with the terms of the Merger Agreement. the Company guarantees
mortgages on two real estate partnerships owned by Mr. Hertz and members of
his family. At December 31, 1996, such mortgages provided for interest at 10%
per annum and had balances of $1,890,000 due May 2000 and $997,000 due June
1998. Track also made cash advances with interest principally at 1% over
prime (9.25% at December 31, 1996) and performed certain services for
Newsware, Inc., a company in the business of delivering and processing
real-time news, which is controlled by Mr. Hertz and Morton Mackof. Newsware
has incurred losses since its inception. the Company provides facilities
management and other services to Newsware. Track provided such services to
Newsware without charge in 1996 and 1995. Such services have an estimated
value of $100,000. The cash advances made by Track were approximately
$572,000 during 1996. At December 31, 1996, Newsware was indebted to Track
for approximately $1,260,000, including accrued interest. The advances made
in 1996 were made pursuant to a note due December 1997, bearing interest at
9%, which is convertible to a 25% common stock interest in Newsware.
The Company's corporate headquarters are located at 56 Pine Street, New
York, New York. The Company maintains office space and data centers at
locations in New York, NY, Brooklyn, NY and Chicago, IL that are leased from
family partnerships controlled by Barry Hertz, the Company's Chairman and
Chief Executive Officer. The aggregate annual rental of approximately 75,000
square feet is approximately $1,065,000. The Chicago lease, comprising
$180,000 of such annual rent expires in 2004, while the other leases expire in
1997. The Company believes that the terms of these leases are at least as
favorable to it as terms which it would have obtained in a comparable
transaction with unaffiliated persons.
ITEM II. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the stockholders, the Board of Directors has
appointed Grant Thornton LLP as the independent auditors to audit the
financial statements of the Company for the fiscal year ending December 31,
1997. Grant Thornton LLP also served as the Company's auditors for the fiscal
years ended December 31, 1996, 1995 and 1994. It is expected that a
representative of Grant Thornton LLP will be present at the Annual Meeting
with the opportunity to make a statement if he desires to do so and to be
available to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR
----------------------------------------------------------
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP
-----------------------------------------------------
AS INDEPENDENT AUDITORS
------------------------
VOTE REQUIRED
The affirmative vote of a majority of the votes cast at the Annual
Meeting, assuming a quorum is present, is required to elect directors and to
approve the selection of auditors. Abstentions will not be counted as
affirmative votes. The current members of the Board of Directors presently
hold voting authority for Common Stock representing an aggregate of
approximately 11,948,000 votes, or approximately 82.4% of the total number of
votes eligible to be cast at the Annual Meeting. The members of the Board of
Directors have indicated their intention to vote affirmatively on all of the
proposals.
EXPENSE OF SOLICITATION
The cost of soliciting proxies, which also includes the preparation,
printing and mailing of the Proxy Statement, will be borne by the Company.
Solicitation will be made by the Company primarily through the mail, but
regular employees of the Company may solicit proxies personally, by telephone
or telegram. The Company will request brokers and nominees to obtain voting
instructions of beneficial owners of the stock registered in their names and
will reimburse them for any expenses incurred in connection therewith.
PROPOSALS OF STOCKHOLDERS
Stockholders of the Company who intend to present a proposal for action
at the next Annual Meeting of Stockholders of the Company must notify the
Company's management of such intention by notice in writing received at the
Company's principal executive offices on or before June 6, 1998 in order for
such proposal to be included in the Company's Proxy Statement and form of
proxy relating to such Meeting. Stockholders who wish to present a proposal
for action at the next Annual Meeting are advised to contact the Company as
soon as possible in order to permit the inclusion of any proposal in the
Company's proxy statement.
OTHER MATTERS
The Company knows of no items of business that are expected to be
presented for consideration at the Annual Meeting which are not enumerated
herein. However, if other matters properly come before the Meeting, it is
intended that the person named in the accompanying Proxy will vote thereon in
accordance with his best judgement.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE
IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES. A PROMPT RETURN OF YOUR PROXY CARD WILL BE APPRECIATED AS IT
WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
New York, New York By Order of the Board of Directors
November 12, 1997
Martin Kaye, Secretary
<PAGE>
[FORM OF PROXY]
TRACK DATA CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned Stockholder of Common Stock of Track Data Corporation (the
"Company") hereby revokes all previous proxies, acknowledges receipt of the
Notice of the Meeting of Stockholders to be held on Thursday, December 18,
1997, and hereby appoints Barry Hertz and Martin Kaye, and each of them, as
proxies of the undersigned, with full power of substitution, to vote and
otherwise represent all of the shares of the undersigned in the Company at
said meeting and at any adjournments thereof with the same effect as if the
undersigned were present and voting the shares. The shares represented by
this proxy shall be voted on the following matters and, in their discretion,
upon any other business which may properly come before said meeting.
1. Election of Directors:
[ ] For all nominees listed below [ ] Withhold authority
(except as indicated) to vote for all
nominees listed below
To withhold authority for any individual nominee, strike through that
nominee's name in the list below.
Barry Hertz Todd Solomon Morton Mackof
Alan Schnelwar E. Bruce Fredrikson
Martin Kaye Jack Spiegelman
2. Ratification of the selection of Grant Thornton LLP as independent
auditors:
[ ]For [ ]Against [ ]Abstain
<PAGE>
THE SHARES REPRESENTED BY THIS PROXY, DULY EXECUTED, WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN FAVOR OF EACH OF THE ABOVE
NOMINEES, FOR SELECTION OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS, AND FOR
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXYHOLDERS
DEEM ADVISABLE.
Dated: , 1997
----
Signature(s) of Stockholder
------------------
(Title, if appropriate)
-----------------------
This proxy should be signed by the Stockholder(s) exactly as his or her name
appears hereon. Persons signing in a fiduciary capacity should so indicate.
If shares are held by joint tenants or as community property, each owner
should sign. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND
DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
