PROXY STATMENT
ADJOURNED ANNUAL MEETING OF SHAREHOLDERS
To Be Reconvened October 2, 1996
PROXY STATMENT SUPPLEMENT
The attached Summary Compensation Table together with explanatory notes should
be substituted for the information contained on page 7 of the Proxy Statement
of New Paradigm Software Corp. (the "Corporation") dated August 9, 1996 to
correct an error discovered subsequent to its publication.
Also, Beverly Brown, a Director of the Corporation resigned on August 31, 1996
and is not standing for re-election because she is actively pursuing other
business interests. The vacancy created by her resignation has not been filled
and the Board of Directors does not currently expect to name a replacement
nominee for election as a director prior to the adjourned Annual Meeting.
The By-Laws of the Corporation provide that vacancies in the Board of
Directors may be filled by a majority of the directors then in office,
although less than a quorum, or by the sole remaining director. The Board
of Directors will attempt to identify a qualified candidate to replace
Ms. Brown prior to the 1997 Annual Meeting of Shareholders of the Corporation.
If a qualified candidate is identified by the Board of Directors, the Board
of Directors intends to exercise its authority to elect such candidate to
fill the vacancy resulting from Ms. Brown's resignation.
The foregoing is to be considered an integral part of the proxy solicitation
materials.
The enclosed blue Proxy (the "Revised Proxy") replaces the white-colored
Proxy sent to you eairlier (the "Original Proxy"), and any Original Proxy
completed and returned by you earlier will be invalidated upon receipt by the
Corproation of a completed Revised Proxy. However, if you have already
completed and returned an Original Proxy and do not complete and return
a Revised Proxy, your shares will be voted at the adjourned Annual Meeting
in a manner specified on your Original Proxy as to the items listed on the
Original Proxy.
John Brann
Secretary
INFORMATION AS TO EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of the
Corporation's chief executive officer and each of the other executive officers
(the "Named Officers") for services rendered in all capacities to the
Corporation. The Corporation has only four executive officers.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------- ---------------------------------------
Name and Principal Position Fiscal Year Salary Bonus Other Securities Restricted All Other
Ended Annual underlying Stock Compen-
March 31, Compen- options Awards sation
sation
<S> <C> <C> <C> <C> <C> <C> <C>
Mark Blundell - Chief 1994(*)
Executive Officer, Chief 1995 $150,000 $0 $57,000(1) 0 $0 $1,456(2)
Financial Officer, President 1996 $150,000 $20,000 $57,000(1) 38,666 $0 $1,100(2)
John Brann - Vice President
Technology 1994(*)
1995 $100,000 $0 $0 0 $0 $0
1996 $100,000 $0 $25,000(3) 38,666 $0 $810(2)
Philip V. Caltabiano - Senior 1994(*)
Vice President Sales and 1995 $100,000 $0 $0 0 $188(4) $0
Marketing 1996 $100,000 $0 $0 33,333 $188(4) $0
Nicholas Field - Vice 1994(*)
President Implementation 1995 $70,000 $0 $0 0 $100(5) $0
1996 $80,000 $0 $0 22,500 $50(5) $0
<FN>
<F1>
(1) Reflects an expense allowance of $4,000 per month and a care allowance
of $750 per month paid to Mr. Blundell pursuant to the provisions of his
employment agreement dated as of July 14, 1996, as amended.
<F2>
(2) Reflects the insurance premium paid by the Corporation for term life
insurance for Mr. Blundell and Mr. Brann.
<F3>
(3) Reflects severance pay paid to Mr. Brann when his employment terminated on
March 18, 1996 upon expiration of his visa to work in the United States.
Mr. Brann has since received an O-1 visa and has been reemployed by the
Corporation.
<F4>
(4) Upon first joining the Corporation in 1993, the Corporation awarded
Mr. Caltabiano a stock grant of 20,000 shares of Common Stock, 15,000 of
which have vested. 5,000 shares of Common Stock will vest on December 31,
1996, unless his employment is terminated earlier. The amount included in the
table reflects 5,000 shares of Common Stock that vested in each of the fiscal
years ended March 31, 1995 and March 31, 1996. These shares were awarded in
connection with the organization of the Corporation and have been valued at
par value ($.01 per share) before giving effect to a reverse split of the
Corporation's Common Stock that was approved by the Corporation's shareholders
on April 18, 1995.
<F5>
(5) Upon first joining the Corporation in 1993, the Corporation awarded
Mr. Field a stock grant of 8,000 shares of Common Stock, all of which have
vested. The amount included in this table reflects 2,667 shares that vested
during the year ended March 31, 1995 and 1,333 shares that vested during the
year ended March 31, 1996. These shares were awarded in connection with the
organization of the Corporation and have been valued at par value
($.01 per share) before giving effec to a reverse split of the Corporation's
Common Stock that was approved by the Corporation's shareholoders on April 18,
1995.
* Pursuant to Item 402(b) of Regulation S-B, no information for the fiscal
year ended March 31, 1994 is required to be presented.
</FN>
</TABLE>
NEW PARADIGM SOFTWARE CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, OCTOBER 2, 1996
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[logo]
New Paradigm Software Corp.
335 Madison Avenue 11th Floor
New York NY 10017
The undersigned hereby appoints Mark Blundell, John Brann and Daniel A. Gordon
proxies, with the power of substitution, to vote at the Annual Meeting of
Shareholders of New Paradigm Software Corp. to be held on October 2, 1996 at
the principal executive offices of the Corporation at 11:00 a.m., and at any
adjournment thereof, on the matters referred to below and described in the
accompanying Proxy Statement, and on any other business before the meeting
with all powers the undersigned would possess if personally present.
A majority (or, if only one, then that one) of the proxies or their substitutes
acting at the meeting may exercise all powers hereby conferred.
PLEASE SIGN AND DATE BELOW. ON THE REVERSE SIDE MARK YOUR VOTES. RETURN
THIS PROXY IN THE SELF-ADDRESSED STAMPED ENVELOPE.
Signature(s)____________________________________ Date___________________
THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NOT OTHERWISE
SPECIFIED, THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSALS 2 THROUGH 5.
PLEASE MARK YOUR VOTES LIKE THIS: [X]
The Board of Directors recomments a vote FOR all nominees in Item 1, and
a vote FOR Proposals 2-5.
1) Election of Mark Blundell, John Brann, Dan Gordon, Jeff Kahn and Michael
Taylor as directors for a one-year term expiring at the 1997 Annual
Meeting:
FOR THE NOMINESS [ ]
WITHHOLD AUTHORITY to vote for the nominee(s) [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee(s)
write that nominee's name below:
___________________________________________________________
2) Proposal to Adopt a By-Law amendment to eliminate the applicability of
New York Business Corporation Law Section 912 (an anti-takeover provision):
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3) Proposal to adopt the Executive Stock Option Plan:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4) Proposal to ament the Employee Stock Option Plan:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5) Ratification of the appointment of BDO Seidman, LLP as independent public
accountants for the fiscal year ending March 31, 1997:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
And, in their discretion, in the transaction of such other business as may
properly come before the Annual Meeting.
