<PAGE> 1
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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to ss.240.14a-11(C) or ss.240.14a-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:
N/A
..................................................................
2) Aggregate number of securities to which transaction applies:
N/A
..................................................................
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:
N/A
..................................................................
[X] No fee required.
[ ] 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:
<PAGE> 2
ULTRADATA SYSTEMS, INCORPORATED
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 14, 1999
- --------------------------------------------------------------------------------
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 14, 1999 at 10:00
a.m., at The offices of Lewis, Rice & Fingersh, 500 N. Broadway, Suite
2000, 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 June 1, 1999
will be entitled to vote at said meeting.
Enclosed is the 1998 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 7, 1999
<PAGE> 3
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 14, 1999, at
10:00 a.m. at the offices of Lewis, Rice & Fingersh, 500 N. Broadway, Suite
2000, 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 7, 1999.
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 June 1, 1999. At that date, there were outstanding and
entitled to vote 3,409,993 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 June 1, 1999 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:
<TABLE>
<CAPTION>
Amount and
Nature of Percentage
Name and Address of Beneficial of Outstanding
Beneficial Owner (1) Owner Shares (6)
---------------------- ------------ ----------------
<S> <C> <C>
NAME
Monte Ross (2) 606,500 19.22%
shares of
record
Mark L. Peterson (3) 180,705 5.73%
shares of
record
Ernest Clarke (4) 159,552 5.06%
shares of
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
record
Steven H. Akre Esq.(5) 3,496 0.11%
shares of
record
Bruce L. Miller 2,872 0.09%
shares of
record
John J. Clancy 3,692 0.12%
shares of
record
------------ -----------
All officers and directors
as a group (6 persons) 956,817 30.33%
============ ===========
</TABLE>
(1)The address of each of these shareholders is c/o Ultradata Systems,
Incorporated, 9375 Dielman Industrial Drive, St. Louis, Missouri 63132
(2)Includes 536,000 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.
<PAGE> 5
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 2000 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 nominee for director
should be unavailable, 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 1, 1999:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Monte Ross 67 President & Chief Executive Officer, Director
Mark L. Peterson 42 Vice President-Engineering, Secretary, Director
Ernest Clarke 59 Vice President-Government Projects, Director
Steven H. Akre Esq. 46 Director
Bruce L. Miller 56 Director
John J. Clancy 62 Director
</TABLE>
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 and Executive Officers:
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, with the firm of Lewis, Rice & Fingersh. Mr. Akre's
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
<PAGE> 6
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; Master 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.
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
David Biernbaum 44 Vice President-Chief Operating Officer
Leonard Missler 51 Vice President - Software Development
Duane Crofts 61 Vice President - Advanced Products
Daniel Muehlemann 31 Vice President of Sales
</TABLE>
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 All of the officers
failed to file on a timely basis one report, covering one transaction, on Form
4 during 1998 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, 1998. 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 Company has no Nominating Committee
or Compensation Committee.
The Board of Directors met four (4) 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,
1998, 1997, and 1996:
(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.
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
Name & Position Year Salary Bonus Other Options
(1)
<S> <C> <C> <C> <C> <C>
Monte Ross, 1998 $ 154,999 $ - $ 6,000 (2)
President 1997 $ 130,000 $ - $ 5,000 (3)
1996 $ 114,404 $ 14,000 $ 3,000 (4)
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C> <C>
David Biernbaum, 1998 $ 122,803 $ - $ - (5)
Vice President & COO 1997 $ 23,077 $ - $ - (6)
1996 $ - $ - $ -
</TABLE>
(1) Includes premium payments for a life insurance policy on Mr. Ross,
with his estate as beneficiary.
(2) During 1998 the Board's Stock Option Committee awarded Mr. Ross
options to purchase an additional 6,000 shares of Common Stock at an
exercise price of $3.00.
(3) 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.
(4) 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.
(5) During 1998 the Board's Stock Option Committee awarded Mr.
Biernbaum options to purchase an additional 5,000 shares of Common
Stock at an exercise price of $3.00.
(6) During 1997, the Board's Stock Option Committee granted Mr.
Biernbaum options to purchase 17,500 shares of Common Stock at an
exercise price of $7.00 upon joining the Company in October 1997, and
options to purchase an additional 10,000 shares at an exercise price
of $5.75.
EMPLOYMENT AGREEMENTS
Messrs. Ross, Peterson and Clarke and Biernbaum 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 are scheduled to terminate on 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
salary adjustment, the salary will increase by 10% for Mr. Clark and Peterson
and 5% for Mr. Ross and Mr. Biernbaum. 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 $500 per
meeting and are reimbursed for out-of-pocket expenses incurred on the
Company's behalf.
STOCK OPTION AWARDS
The following tables set forth certain information regarding the stock
options or warrants acquired by the Company's Chief Executive Officer and
Chief Operating Officer during the year ended December 31, 1998 and those
options held by them on December 31, 1998. There were no options exercised in
1998.
OPTION GRANTS IN CURRENT FISCAL YEAR
<TABLE>
<CAPTION>
Percent
of total
options Potential realizable
Number of granted value at assumed
securities to annual rates of
underlying employees Exercise Appreciation
option in fiscal price Expiration for option term
Name granted year ($/share) Date 5% 10%
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Monte Ross 6,000 2% $3.00 11/30/05 $ 4,973 $ 10,989
Monte Ross 57,500 21% $4.00 3/31/05 $ 63,545 $ 140,417
David Biernbaum 5,000 2% $3.00 11/30/05 $ 4,144 $ 9,158
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
David Biernbaum 27,500 10% $4.00 3/31/05 $ 30,391 $ 67,156
</TABLE>
AGGREGATED FISCAL YEAR OPTION VALUES
<TABLE>
<CAPTION>
Number of securities underlying
unexercised options at fiscal Value of unexercised in-the-money
Name year-end (#) options at fiscal year-end
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Monte Ross 63,500 $ -
David Biernbaum 32,500 $ -
</TABLE>
OPTIONS REPRICED
On April 1, 1998, the Board of Directors authorized the cancellation of
235,892 options, of which 189,192 were held by executive management and
directors. The options which were cancelled were issued at exercise prices
between $5.00 and $7.82 per share. New options for 235,892 shares at were
issued, on April 1, 1998, of $4.00 per share. Included among the repriced
options were 57,500 granted to Monte Ross and 27,500 granted to David
Biernbaum, which are identified in the table above titled "Option Grants in
Current Fiscal Year". The market price of the Company's stock, had decreased
and the repricing of certain options held by executive officers, directors and
key Company personnel was made to maintain the incentive potential of such
options.
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(TM)
products and 1/2% of net sales of other products incorporating the ROAD
WHIZ(TM) database. During the three years ended December 31, 1998, royalty
expense totaling $53,752 $116,480 and $55,540, 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 1998, 1997 and 1996, The firm of Lewis, Rice and Fingersh,
with which Mr. Akre is affiliated as partner, was paid $103,984, $44,557 and
$20,219, respectively, for legal services.
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
2000 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 8, 2000.
<PAGE> 9
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 7, 1999
<PAGE> 10
PROXY
ULTRADATA SYSTEMS, INCORPORATED
SOLICITED BY THE BOARD OF DIRECTORS
For use at the July 14, 1999 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 offices of Lewis, Rice & Fingersh, 500 N. Broadway, Suite
2000, St. Louis, MO at 10:00 a.m. local time, on July 14, 1999 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.
