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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to S240.14a-11(c) or S240.14a-12
Ultradata Systems, Incorporated
......................................................................
(Name of Registrant as Specified In Its Charter)
Ultradata Systems, Incorporated
......................................................................
(Name of Person(s) Filing Proxy Statement)
1) Title of each class of securities to which transaction applies:
Common Stock
..................................................................
2) Aggregate number of securities to which transaction applies:
3,410,000
..................................................................
3) Price per unit or other underlying value of transaction pursuant to
Exchange Act Rule 0-11. Set forth the amount on which the filing fee is
calculated and state how it was determined.
N/A
..................................................................
4) Proposed maximum aggregate value of transaction:
...................................................................
[ ] 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:
N/A
......................................
2) Form, Schedule or Registration Statement No.:
......................................
3) Filing Party:
PROXY
ULTRADATA SYSTEMS, INCORPORATED
SOLICITED BY THE BOARD OF DIRECTORS
For use at the July 9, 1998 Annual Meeting
The undersigned hereby appoints Monte Ross and Steven H. Akre as Proxies and
each with power of substitution, who shall be present at the meeting to vote
all of the shares of the undersigned as follows regarding the election of
directors:
(1) ELECTION OF DIRECTORS
_____ FOR all nominees listed _____ WITHHOLD AUTHORITY
below (except as indicated to vote for all
to the contrary below) nominees listed
below
Nominees: Monte Ross, Mark L. Peterson, Ernest Clarke, Steven H. Akre,
Bruce Miller, John J. Clancy.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided below.)
________________________________________________________________
and in their discretion upon such other business as may be properly brought
before the Annual Meeting of Stockholders of ULTRADATA SYSTEMS, INCORPORATED
to be held at The St. Louis Club, 7701 Forsyth Boulevard, St. Louis, MO at
10:00 a.m. local time, and any adjournments thereof. This proxy revokes all
prior proxies given by the undersigned.
(Continued on the reverse side)
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
THE MANAGEMENT SLATE OF DIRECTORS.
Date:_________________________
Signature:____________________
Print Name:___________________
Signature:____________________
(if jointly held)
IMPORTANT: Please sign exactly as name appears here. Joint owners should both
sign. When signing as executor, trustee, guardian, attorney or officer of a
corporation, give title as such. If a partnership, please sign in
partnership name.
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.
ULTRADATA SYSTEMS, INCORPORATED
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 9, 1998
____________________
To the Holders of the Common Stock:
PLEASE TAKE NOTICE, that the Annual Meeting of Stockholders of ULTRADATA
SYSTEMS, INCORPORATED will be held on July 9, 1998 at 10:00 a.m., at The
St. Louis Club, 7701 Forsyth Boulevard, St. Louis, Missouri.
The purposes of the meeting are as follows:
1. To elect six directors of the Company to serve until the next annual
meeting of stockholders and until their successors are elected and
qualify;
2. To transact such other business as may properly be brought before the
meeting.
Stockholders of record as of the close of business on May 29, 1998 will be
entitled to vote at said meeting.
Enclosed is the 1997 Annual Report to Shareholders, along with a proxy
statement and proxy. Stockholders who do not expect to attend the Annual
Meeting are requested to sign and return the enclosed proxy in the enclosed
envelope.
By Order of the Board of Directors
MARK L. PETERSON,
Secretary
June 5, 1998
ULTRADATA SYSTEMS, INCORPORATED
9375 Dielman Industrial Drive
St. Louis, Missouri, 63132-2201
PROXY STATEMENT FOR HOLDERS OF COMMON STOCK
This Proxy Statement is furnished to shareholders of ULTRADATA SYSTEMS,
INCORPORATED (the "Company") in connection with the solicitation by the
Board of Directors of proxies to be used at the Annual Meeting of
Shareholders of the Company. Such meeting will be held on July 9, 1998, at
10:00 a.m. at The St. Louis Club, 7701 Forsyth Boulevard, St. Louis,
Missouri for the purposes set forth in the Notice of Meeting. It is
anticipated that this Proxy Statement and accompanying material will be
mailed to shareholders on June 5, 1998
If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked at any time up until the time when it is voted by the Proxy
Committee. The proxy may be revoked by sending written revocation to the
Proxy Committee or by making a proxy bearing a later date or by appearing
and voting at the Annual Meeting. The proxy is in ballot form and each
shareholder may indicate approval or disapproval as to the proposals
identified in the proxy and accompanying Notice of Annual Meeting and as
set forth and discussed in this Proxy Statement. The proposals will be
presented by the Board of Directors of the Company. Where a choice is
specified with respect to a proposal, the shares represented by the proxy
will be voted in accordance with the specification made. Where a choice is
not so specified, the shares represented by the proxy will be voted in favor
of the proposal. The Proxy Committee appointed by the Board of Directors
consists of Monte Ross and Steven H. Akre, Esq.
VOTING SECURITIES OUTSTANDING
Stockholders of record entitled to vote will be determined as of the close
of business on May 29, 1998. At that date, there were outstanding and
entitled to vote 3,359,834 shares of common stock of the Company
(constituting the only class of stock outstanding and entitled to vote at
the meeting). Each share of common stock entitles the holder thereof to one
vote.
The following table sets forth the beneficial ownership of outstanding
shares of Common Stock of the Company as of May 29, 1998 by any person who,
to the knowledge of the Company, owns beneficially more than 5% of the
outstanding Common Stock, by each director of the Company, and by the
directors and officers of the Company as a group. None of the persons
identified below owns any securities of the Company other than the Common
Stock listed below:
Name and Amount and
Address of Nature of Percentage
Beneficial Beneficial of Outstanding
Owner (1) Ownership Shares (6)
Monte Ross(2) 598,500 17.54%
shares of
record
Mark L. Peterson(3) 176,705 5.17%
shares of
record
Ernest Clarke(4) 155,552 4.56%
shares of
record
Steven Akre(5) 3,496 0.10%
shares of
record
Bruce Miller 2,872 0.08%
shares of
record
John Clancy 3,692 0.11%
shares of
record
All officers and 1,035,492 30.30%
directors as a group (10 persons)
(1) The address of each of these shareholders is c/o Ultradata
Systems,Incorporated,9375 Dielman Industrial Drive, St. Louis, Missouri
63132.
(2) Includes 530,000 shares owned by the Monte Ross and Harriet J. Ross
Living Trust. Mr. Ross and his wife share investment control over the
trust; they may revoke it or amend it at will; and they receive all
income from the trust during the life of either of them.
(3) Includes 134,387 shares owned by the Mark L. Peterson and Ryia Peterson
Living Trust and 8,318 owned by Ryia Peterson. Mr. Peterson and his wife
share investment control over the trust; they may revoke it or amend it
at will; and they receive all income from the trust during the life of
either of them.
(4) Includes 130,852 shares owned jointly by Mr. Clarke with his wife. Also
includes 2,080 shares owned by children residing with Mr. Clarke.
(5) Includes 3,120 shares owned by the G. Akre Irrevocable Trust, over which
Mr. Akre's wife has investment control.
(6) In determining the percentage of outstanding shares, all
presently exercisable options owned by the shareholder or the group
are treated as having been exercised.
ELECTION OF DIRECTORS
(Item #1 on the Proxy Card)
Proxies solicited herein will be voted (unless authority is withheld) for
the election, as directors of the Company, of the six nominees named in the
following table, who will hold office until the Annual Meeting to be held in
1999 and until their respective successors are elected and qualify.
Management has no reason to expect that any of the nominees will fail to be
a candidate at the meeting and, therefore, does not at this time have in
mind any substitute for any nominee. In the event that any nomine
lable, it is intended that such shares will be voted for the substitute
nominee or nominees as may be determined by the Board of Directors.
In accordance with the laws of the State of Delaware and the Company's
Certificate of Incorporation, the election of directors requires a
plurality of the votes cast. Proxies and ballots marked "FOR all nominees,"
"WITHHOLD AUTHORITY to vote for all nominees," or specifying that votes be
withheld for one or more designated nominees, or which are executed without
specification of a choice (in which case they will be voted for all
nominees), are counted to determine the total number of votes cast. Broker
non-votes are not counted.
The following table sets forth certain information regarding the nominees for
director of the Company as of June 5, 1998:
NAME AGE POSITION
Monte Ross 66 President & Chief Executive Officer, Director
Mark L. Peterson 41 Vice President - Engineering, Secretary, Director
Ernest Clarke 58 Vice President - Government Programs, Director
Steven H. Akre, Esq. 45 Director
Bruce L. Miller 55 Director
John J. Clancy 61 Director
Directors hold office until the annual meeting of the Company's stockholders
and the election and qualification of their successors. Officers hold
office, subject to removal at any time by the Board, until the meeting of
directors immediately following the annual meeting of stockholders and until
their successors are appointed and qualified.
Background of Directors:
Monte Ross founded the Company in 1986 and has served as its President and
Chief Executive Officer since inception. Mr. Ross is a Fellow of the
Institute of Electrical and Electronic Engineers and the past President of
the International Laser Communication Society. Mr. Ross was awarded a
Master of Science degree in Electrical Engineering by Northwestern
University in 1962. He is the father-in-law of Mark L. Peterson, the
Company's Vice President-Engineering.
Mark L. Peterson has been a Director of the Company since it was founded in
1986. He has served as the Company's Vice President of Engineering since
1988. He is responsible for the design of the Company's hand-held products.
Mr. Peterson was awarded a Master of Science degree in Electrical
Engineering by Washington University in 1980. He is the son-in-law of
Monte Ross.
Ernest Clarke has been employed as the Company's Vice President - Government
Programs since 1990. His primary responsibility has been the development of
custom test systems for organizations involved in government laser systems
programs. Mr. Clarke was awarded a Master of Science degree in Electrical
Engineering by Stanford University in 1966.
Steven Akre has served as a member of the Board of Directors and as the
corporate counsel for the Company since it was founded. Mr. Akre is an
attorney-at-law, whose specialization is in taxation and corporate mergers
and acquisitions.
Bruce L. Miller has been a Director of the Company since 1989. Since 1992
he has been employed as Chairman of the Board of CoreSource, Inc., located
in Chicago, Illinois, which is engaged in the business of organizing and
managing health care programs for employees and providers. Mr. Miller is
presently a Director of Harris Bank Glencoe, which is a subsidiary of
Harris Bank Corp. of Chicago.
John J. Clancy joined the Company in 1995 to serve as a member of the Board of
Directors. Mr. Clancy has served on the Board of Directors at Cimplex
Corporation, Inc. in San Jose, and Engineering Software Research &
Development, Inc. in St. Louis. Mr. Clancy was employed by McDonnell
Douglas in a variety of positions progressing from Programmer, to Salesman, to
Divisional President. Mr. Clancy was awarded a Bachelor of Science; Chemical
Engineering: University of Illinois; Master of Science: The Johns Hopkins
University; Mater of Business Administration: Washington University - St.
Louis; Master of Liberal Arts: Washington University - St. Louis; Doctor of
Philosophy in History and Business: Washington University - St. Louis.
The following table sets forth the names, ages, and positions with the
Company of the Company's executive officers who are not nominees for the
Board of Directors.
NAME AGE POSITION
David Biernbaum 43 Vice President-Chief Operating Officer
Leonard Missler 50 Vice President - Software Development
Duane Crofts 60 Vice President - Advanced Products
Daniel Muehlemann 33 Vice President of Sales
David Biernbaum joined the Company in 1997 as Vice President and Chief
Operating Officer. Prior to joining the Company, Mr. Biernbaum had twenty
years experience in consumer products marketing, product development, sales
management and finance.
Leonard Missler has served as Vice President - Software Development for the
Company since 1990. His primary responsibility has been the development of
software for the Company's hand-held products the Company. Mr. Missler was
awarded a Master of Science degree in Electrical Engineering by Washington
University in 1970.
Duane Crofts joined the Company as Vice President - Advanced Products in
1994. Mr. Crofts was awarded a Bachelor of Science degree in Mechanical
Engineering by the University of Missouri at Rolla.
Daniel B. Muehlemann joined the Company in October 1996 as Vice President of
Sales. Mr. Muehlemann holds a Bachelor's degree in Communications from
Southwest Missouri State University.
Compliance With Section 16(a) Of The Exchange Act
None of the directors, officers or beneficial owners of more than 10% of the
Company's common stock failed to file on a timely basis reports required
during 1997 by Section 16(a) of the Exchange Act.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors has a standing Audit Committee. The
members of the Board who served on the Audit Committee during the Company's
last fiscal year are Steven H. Akre, Bruce L. Miller and John J. Clancy.
The Committee met once during such fiscal year, which ended December 31,
1997. The functions of the Committee include the recommendation to the
Board of independent auditors for the annual audit of the Company, and the
discussion and review of the audit work with the auditors so appointed.
The Comapny has no Nominating Committee or Compensation Committee.
The Board of Directors met six (6) times during the last fiscal year. No
director failed to attend at least 75% of the meetings.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by, or
paid by the Company to the following persons for services rendered in all
capacities to the Company during each of the fiscal years ended December 31,
1997, 1996, and 1995: (1) the Registrant's Chief Executive Officer, and (2)
each of the other executive officers whose total salary and bonus for the
fiscal year ended December 31, 1997 exceeded $100,000.
Annual
Compensation Long-Term Comp.
Name and Position Year Salary Bonus Other(1) Options
Monte Ross, 1997 $130,000 $ 0 $ 5,000 (2)
President 1996 $114,404 $ 14,000 $ 3,000 (3)
1995 $105,000 $ 2,000 $15,000 (4)
(1) Includes five annual payments beginning in 1991, of $12,800 to a Rabbi
trust for the benefit of Mr. Ross. The trust was established in 1991 as
deferred compensation for services rendered prior to 1991, for which he
received $50,000 less than his base salary. The amounts in 1996 and 1997
respectively represent a car allowance in lieu of mileage reimbursement.
(2) During 1997 the Board's Stock Option Committee awarded Mr. Ross options
to purchase an additional 12,500 shares of Common Stock at an exercise price
of $5.75.
(3) During 1996 the Board's Stock Option Committee awarded Mr. Ross options
to purchase an additional 15,000 shares of Common Stock at an exercise price
of $7.39. None of the options have been exercised.
(4) During 1995 the Board's Stock Option Committee awarded Mr. Ross options
to purchase a total of 15,000 shares of Common Stock at an average price
per share of $5.25. None of the options have been exercised.
Employment Agreements
Employment Agreements
Messrs. Ross, Peterson and Clarke have individual employment agreements with
the Company beginning September 1, 1994. Except as noted herein, the terms of
the employment agreements are substantially identical. The agreements,
which were scheduled to terminate on October 31, 1997, were extended by
action of the Board of Directors to October 31, 1999. The agreements
provide for base salaries, which are adjusted annually by the Board of
Directors. If the majority of the Board cannot agree as to a level of
will increase by 10% for Mr. Clark and Peterson and 5% for Mr. Ross. The
employment agreements restrict each officer from competing with the Company
for one year after the termination of his employment unless that employee
establishes that his employment by a competitor will not involve the use of
any information which is considered confidential by the Company.
Compensation of Directors.
The Directors of the Company who are not officers receive $500 per meeting
and are reimbursed for out-of-pocket expenses incurred on the Company's
behalf.
Stock Option Awards
The following tables set forth certain information regarding the stock
options or warrants acquired by the Company's Chief Executive Officer
during the year ended December 31, 1997 and those options held by him on
December 31, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Percent Potential Realizable
of Total Value at Assumed
Options Annual Rates of
Number of Granted Stock Price
Securities to Appreciation
underlying Employees Exercise For Option Term
option in Fiscal Price Expiration
Name Granted (#) Year ($/Share) Date 5% ($) 10%($)
Monte Ross 12,500 24% $5.75 1 2/24/02 $19,860 $45,200
AGGREGATED FISCAL YEAR OPTION VALUES
Number of Securities Underlying Value of Unexercised in-
Unexercised Options at Fiscal the-Money Options at
Name Year-End (#) Fiscal Year-End ($)
Monte Ross 57,500 Exercisable $293,125
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Leonard Missler, Vice President - Software Development, has a Royalty
Agreement with the Company dated September 14, 1989. The Agreement
terminates on September 13, 2009. Mr. Missler specifies in the Agreement
that he will keep confidential all of the Company's information regarding
its technology and products. In exchange, the Agreement provides that the
Company will pay Mr. Missler a royalty equal to 1% of net sales of the
Company's ROAD WHIZ products and 1/2% of net sales of other products
incorporating the ROAD WHIZ database. During the three years ended December
31, 1997, royalty expense totaling $116,480, $55,540, and $66,477,
respectively, were recognized.
Steven H. Akre, Esquire, a member of the Company's Board of Directors, has
performed legal services as general counsel for the Company since its
inception. During 1997, 1996 and 1995, Mr. Akre was paid $44,557, $20,219
and $21,453, respectively, for legal services.
MISCELLANEOUS
Independent Certified Public Accountants
KPMG Peat Marwick LLP are the independent certified public accountants who
audited the Company's financial statements for the fiscal year ended
December 31, 1997, and are expected to audit the Company's financial
statements for the fiscal year ended December 31, 1998. It is expected
that representatives of KPMG Peat Marwick will be present at the Annual
Meeting of Shareholders, and will have an opportunity to make a statement
should they so desire and to answer appropriate questions of shareholders.
Transaction of Other Business.
As of the date of this Proxy Statement, Management has no knowledge of any
business which will be presented for consideration at the meeting other
than that described above. Should any other matter come before the meeting,
it is the intention of the persons named in the accompanying proxy to vote
such proxy in accordance with their best judgment.
Shareholder Proposals.
In order for shareholder proposals intended to be presented at the 1999
Annual Meeting of Shareholders to be eligible for inclusion in the
Company's Proxy Statement and the form of proxy for such meeting, they must
be received by the Company at its principal offices in St. Louis prior to
February 7, 1999.
Solicitation of Proxies
The entire expense of preparing, assembling and mailing this Proxy Statement,
the form of proxy and other material used in the solicitation of proxies
will be paid by the Company. In addition to the solicitation of proxies by
mail, arrangements may be made with brokerage houses and other custodians,
nominees and fiduciaries to send proxy material to their principals, and the
Company will reimburse them for expenses in so doing. To the extent
necessary in order to insure sufficient representation, officers and other
regular employees of the Company, who will not be additionally compensated
therefor, may request the return of proxies personally, by telephone or
telegram. The extent to which this will be necessary depends on how
promptly proxies are received, and shareholders are urged to send their
proxies without delay.
By Order of the Board of Directors
MONTE ROSS
Chairman
Dated: St. Louis, Missouri
June 5, 1998
