<PAGE> 1
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 (Amendment No. ___)
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 Section 240.14a-11(c) or
Section 240.14a-12
PROLOGIC MANAGEMENT SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant As Specified In Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing the Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies:
--------------------------------------------------------------
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):
--------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------
[ ] 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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<PAGE> 2
PROLOGIC MANAGEMENT SYSTEMS, INC.
2030 East Speedway Boulevard
Tucson, Arizona 85719
(520) 320-1000
__________________
NOTICE AND PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 18, 1996
__________________
To the Holders of Our Common Stock:
The 1996 Annual Meeting of Shareholders of PROLOGIC Management Systems,
Inc. (the "Company") will be held at the Plaza International Hotel, 1900 East
Speedway Boulevard, Tucson, Arizona on September 18, 1996, at 10:00 a.m., local
time, to elect five directors to the Company's Board of Directors, to approve
the appointment of KPMG Peat Marwick LLP as the Company's independent public
accountants, and to consider and act upon such other business as may properly
come before the Annual Meeting. Management is presently aware of no other
business to come before the Annual Meeting.
The Board of Directors has fixed the close of business on July 12, 1996
as the record date to the determination of shareholders entitled to receive
notice of and to vote at the Annual Meeting or any adjournment thereof. Shares
of Common Stock can be voted at the Annual Meeting only if the holder is present
or at the Annual Meeting in person or represented by valid proxy. A copy of the
Company's Annual Report to Shareholders, which includes certified consolidated
financial statements, was mailed with this Notice and Proxy Statement on or
about August 26, 1996 to all shareholders of record on the record date for the
Annual Meeting. The officers and directors of the Company cordially invite you
to attend the Annual Meeting.
Your attention is directed to the attached Proxy Statement.
By Order of the Board of Directors
William E. Wallin
Secretary
Tucson, Arizona
August 23, 1996
IMPORTANT
Shareholders are earnestly requested to SIGN, DATE and MAIL the
enclosed proxy. A postage-paid envelope is provided for mailing in the United
States.
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<PAGE> 3
PROLOGIC MANAGEMENT SYSTEMS, INC.
2030 East Speedway Boulevard
Tucson, Arizona 85719
(520) 320-1000
__________________
PROXY STATEMENT
__________________
This Proxy Statement is furnished by the Board of Directors of PROLOGIC
MANAGEMENT SYSTEMS, INC., an Arizona corporation (the "Company"), in connection
with the Company's Annual Meeting of Shareholders (the "Annual Meeting") to be
held on September 18, 1996. The proxy materials are being mailed on or about
August 26, 1996 to the Company's common shareholders (the "Shareholders") of
record at the close of business on July 12, 1996 (the "Record Date"). As of the
Record Date, there were 3,328,070 shares of the Company's common stock (the
"Common Stock"), issued and outstanding. There are no shares of the Company's
preferred stock issued and outstanding. The holders of Common Stock are entitled
to one vote for each share held of record on all matters submitted to a vote of
the Shareholders, except that holders of Common Stock are entitled to cumulative
voting with respect to the election of directors. In cumulative voting, the
holders of Common Stock are entitled to cast for each share held the number of
votes equal to the number of directors to be elected. The accumulated shares may
be voted as a block or may be apportioned among two or more nominees in equal or
unequal numbers. Discretionary authority to cumulate is not being solicited
hereby. The holders of a majority of the voting power of the issued and
outstanding Common Stock entitled to vote, present in person or represented by
proxy, shall constitute a quorum at the Annual Meeting.
The enclosed proxy is solicited by the Board of Directors of the
Company. A person giving the enclosed proxy has the power to revoke it at any
time before it is exercised by (i) attending the Annual Meeting and voting in
person, (ii) duly executing and delivering a proxy bearing a later date, or
(iii) sending written notice of revocation to the Company's Secretary at 2030
East Speedway Boulevard, Tucson, Arizona 85719. The Company will bear the cost
of the solicitation of proxies, including the charges and expenses of brokerage
firms and others who forward solicitation material to beneficial owners of
Common Stock. In addition to the use of the mails, proxies may be solicited by
personal interview, telephone or telefacsimile.
If the enclosed proxy is properly executed and returned to the Company
in time to be voted at the Annual Meeting, it will be voted as specified on the
proxy, unless it is properly revoked prior thereto. If no specification is made
on the proxy as to any one or more of the proposals, the shares represented by
the proxy will be voted for the election of the nominees for directors named
below with apportionment of accumulated shares left to the discretion of the
proxy holder and for ratification of the creditors. With respect to any other
matters that may come before the Annual Meeting, the shares will be voted at the
discretion of the proxy holders.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspectors of election appointed for the meeting and will
determine whether or not a quorum is present. The inspectors of election will
treat abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum, but as unvoted for purposes of
determining the approval of any matter submitted to the Shareholders for a vote.
If a broker indicates on the proxy that it does not have discretionary authority
as to certain shares to a vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
The information included herein should be reviewed in conjunction with
the consolidated financial statements, notes to consolidated financial
statements and independent auditors' report included in the Company's Annual
Report to Shareholders.
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<PAGE> 4
ELECTION OF DIRECTORS
The Company's Board of Directors is comprised of five members
classified, each serving a one-year term. At the Annual Meeting, five directors
will be elected, and each director's term will expire at the close of the 1997
Annual Meeting of Shareholders. The shares represented by the enclosed proxy
will be voted for the election as directors of the nominees named below, unless
a vote is withheld from any or all of the individual nominees. If any nominee
becomes unavailable for any reason or if a vacancy should occur before election
(which events are not anticipated), the shares represented by the enclosed proxy
may be voted for such other person as may be determined by the holders of the
proxy. The five nominees receiving the highest number of votes cast at the
meeting will be elected.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The present terms of each of the present members of the Company's Board
of Directors expires upon the close of the 1996 Annual Meeting of Shareholders.
The Board has determined to decrease the number of directors from seven to five,
effective upon the adjournment of the Annual Meeting. John W. Barrett, Sharon
O'Reilly and Joseph A. Sisneros will not stand for re-election as directors at
the Annual Meeting.
The individuals named below have been unanimously proposed as nominees
for election as directors in the election to be held at the meeting.
Information concerning the names, ages, terms, positions with the
Company and the Board, and business experience of the nominees and the directors
whose present terms continue after the Annual Meeting is set forth below. Each
director has served continuously with the Company since his or election as
indicated below.
<TABLE>
<CAPTION>
Director
Name Age Position Since
---- --- -------- --------
<S> <C> <C> <C>
James M. Heim(2) 44 President, Chief Executive 1984
Officer, and Director
Richard E. Metz 49 Executive Vice President, 1984
Chief Operating Officer,
and Director
Herbert F. Day(1)(2) 51 Director 1995
Luke V. McCarthy(1)(2)(3) 40 Director 1996
Craig W. Rauchle 41 Director nominee -
</TABLE>
- -------------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Nominating Committee.
JAMES M. HEIM, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr.
Heim is a co-founder of the Company and has served as President and as a
Director of the Company since its inception in 1984. In addition, Mr. Heim
served as the Chief Financial Officer of the Company from 1984 through 1994. Mr.
Heim holds both a Juris Doctorate from the College of Law and a Bachelor of
Science in Business Administration from the University of Arizona.
RICHARD E. METZ, EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER AND
DIRECTOR. Mr. Metz, who became Chief Operating Officer in January of 1995, is a
co-founder of the Company and has served as a director since its inception in
1984. Mr. Metz has over twenty-five years of business management and investment
experience, including ten years as a computer hardware and software VAR prior to
his affiliation with the Company. Since 1982, Mr. Metz has owned and managed The
Metz Group, a business management consulting and investment firm
-3-
<PAGE> 5
specializing in contract negotiations and dispute avoidance and resolution.
Mr. Metz is a member of the American Arbitration Association and serves on its
regional Advisory Council, and is an Associate of the American Bar Association,
Dispute Resolution and Intellectual Property Sections.
HERBERT F. DAY, DIRECTOR. Mr. Day, who became a Director in 1995, has
over twenty-five years of experience in the computer industry with IBM
Corporation. He has held professional and management positions in sales,
marketing, product management and product and business planning. Mr. Day
received his Bachelors of Science degree in Electrical Engineering from the
University of Maryland. He is currently employed as a Program Director by the
IBM Corporation.
LUKE V. MCCARTHY, DIRECTOR. Mr. McCarthy has over twenty-five years
experience in management, investments and the legal profession. He has been the
CEO of several companies, ranging from real estate development to investment
advisors for tax exempt pension funds. He has managed asset portfolios as large
as $850 million. Since 1989, Mr. McCarthy has been the President of MacWest
Capital Corporation, a real estate management, mortgage banking and investment
firm of which he was a founder. MacWest has served as court appointed trustee
for the disposition of failed real estate entities with assets in excess of $250
million. In addition, from 1991 to 1995, Mr. McCarthy maintained a private law
practice specializing in mergers and acquisitions, securities and corporate
finance. He holds a B.S. in Finance and Accounting, a Juris Doctorate and is a
CPA.
CRAIG W. RAUCHLE, DIRECTOR NOMINEE. Mr. Rauchle has served since
December 1994 as the Executive Vice President of Inter-Tel, Incorporated of,
which designs, produces and markets business telephone systems. Mr. Rauchle also
serves as the President of Inter-Tel DataCom, Inc. Mr. Rauchle joined Inter-Tel
in 1979 and has served in various capacities prior to being named an Executive
Vice President.
BOARD AND COMMITTEE MEETINGS
In March 1996, the Board of Directors created an Audit Committee, a
Compensation Committee and a Nominating Committee. None of the committees met
during the fiscal year ended March 31, 1996, principally because the Company's
initial public offering on March 16, 1996 preceded the fiscal year end by so few
days.
The Audit Committee makes recommendations to the Board concerning the
selection of outside auditors, reviews the financial statements of the Company
and considers such other matters in relation to the internal and external audit
of the financial affairs of the Company as may be necessary or appropriate to
facilitate accurate and timely financial reporting. The Compensation Committee
of the Board of Directors review all aspects of compensation of the Company's
officers and makes recommendations on such matters to the full Board of
Directors. The Nominating Committee of the Board of Directors makes
recommendations to the Board concerning the selection of nominees to stand for
election to the Board of Directors. The Nominating Committee met after the end
of the fiscal year ended March 31, 1996 to recommend director nominees to the
Board. In addition to Mr. McCarthy, directors John W. Barrett and Sharon
O'Reilly, who are not standing for reelection at the Annual Meeting, served on
the Nominating Committee. The Board of Directors has also formed a Stock Option
Committee and a 401(k) Committee, which administer the Company's Stock Option
Plans and 401(k) Plan. Messrs. Metz, Barrett and McCarthy comprise the Stock
Option Committee.
During the fiscal year ended March 31, 1996, the Board of Directors of
the Company met on five occasions. During the period in which he served as
director, each of the directors nominated for election at the Annual Meeting
attended 75% or more of the meetings of the Board of Directors and of the
meetings held by committees of the Board on which he or she served.
-4-
<PAGE> 6
PRINCIPAL SHAREHOLDERS
AND SHAREHOLDINGS OF MANAGEMENT
The following table sets forth information, as of July 15, 1996,
concerning the Common Stock beneficially owned by (i) each director and nominee
of the Company, (ii) the Company's Chief Executive Officer, (iii) each person
known to the Company to own beneficially more than 5% of the outstanding Common
Stock, and (iv) all of the Company's directors, nominees and executive officers
as a group. Except as otherwise noted, the named beneficial owner has sole
investment and voting power.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Name(1) Owned of Class
------- ----- --------
<S> <C> <C>
James M. Heim & Marlene Heim(2) 1,089,060 32.72%
Joseph A. Sisneros 216,320 6.50%
Richard E. Metz 169,200 5.08%
Herbert F. Day 0 ---
Luke V. McCarthy 0 ---
Craig W. Rauchle 0 ---
All directors, nominees and 1,258,260 37.80%
executive officers as a group
(6 persons)
</TABLE>
- ------------------
(1) Except as otherwise noted below, the persons named in the table have
sole voting and investment power with respect to all shares of the
Common Stock shown as beneficially owned by the person named, subject
to applicable community property law. The shareholdings include,
pursuant to rules of the Securities and Exchange Commission, shares of
Common Stock which a person has a right to acquire as of July 15, 1996
or written 60 days thereafter. Except as otherwise noted, the addresses
for the persons named in the table is 2030 East Speedway Boulevard,
Tucson, Arizona 85719.
(2) Includes 697,320 shares owned by HFG Ltd. Properties, an Arizona
limited partnership of which Mr. Heim is the sole general partner. In
addition, James M. Heim and Marlene Heim own an aggregate of 391,740
shares of Common Stock.
-5-
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid or awarded by the Company to Mr. Heim, the Company's Chief
Executive Officer, during the fiscal year ended March 31, 1996. No officer of
the Company received compensation in excess of $100,000 during that fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- ------------
Name and Stock All Other
Principal Position Year Salary Bonus Options/SARs(#) Compensation
- ------------------ ---- ------ ----- --------------- ------------
<S> <C> <C> <C> <C> <C>
James M. Heim 1996 $40,000 $24,333 0 0
President and Chief
Executive Officer
</TABLE>
During the fiscal year ended March 31, 1996, no stock options were
granted to or exercised by Mr. Heim.
EMPLOYMENT AGREEMENTS
The Company has entered into Employment Agreements ("Agreements"), with
Mr. James M. Heim, its President and Chief Executive Officer, and Mr. Joseph A.
Sisneros, its Vice President of Sales and Marketing. The terms of the Agreements
are substantially identical and provide for employment by the Company for a term
of three years, from March 31, 1994. Since April 1, 1995, Messrs. Heim and
Sisneros' annual base salaries were increased to $72,000 and $60,000,
respectively, per fiscal year. The Agreements provide that the Board of
Directors may, at its discretion, increase the amount of base salary or approve
additional compensation in the form of bonuses during the contract period. The
Company may terminate employment for cause on thirty days written notice, and
the terminated employee shall be barred for a period of three years from
directly or indirectly engaging in any employment or other competition with the
Company. Furthermore, for a period of five years, the terminated employee will
be barred from soliciting or calling on any customers of the Company. However,
under the terms of each of these Agreements, the terminated employee shall not
be bound by these non-competition and non- solicitation clauses if the holders
of the common stock of the Company exercise the right to choose a majority of
the Board of Directors, and this majority votes to terminate the employment,
where the employee has performed or complied with all material terms and
conditions of the Agreement. In the event of termination by the death or
permanent disability of the employee, the Company shall have the right to
terminate the Agreement after ninety days, but the Company has agreed to pay his
full salary until this termination occurs. The Agreement also restricts the
employee from disclosing proprietary information or competing with the Company
during the term of the Agreement.
In July 1995, the Company's subsidiary Great River Systems, Inc. (the
"Subsidiary") entered into an Employment Agreement ("Agreement"), with Sharon
O'Reilly, President of the Subsidiary. The terms of the Agreement provides for
employment by the Subsidiary for a term of 33 months ending on March 31, 1998,
with an annual base salary of $60,000. The Agreement provides that the Board of
Directors may, at its discretion, increase the amount of base salary or approve
additional compensation in the form of bonuses during the contract period. The
Agreement provide additional incentives based on sales and profit performance,
and includes an option to purchase 40,000 shares of the Company's common stock,
at an exercise price of $5.00 per share. The options become exercisable in equal
monthly increments over the term of the Agreement. The Subsidiary may not
terminate the Agreement other than for cause.
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<PAGE> 8
DIRECTOR COMPENSATION
Since January 1, 1996, the Company has compensated its outside
directors for attendance at meetings of the Board of Directors at the rate of
$500 per meeting. Directors who are also employees of the Company receive no
additional compensation for serving as a director. The Company reimburses its
directors for travel and out-of-pocket expenses in connection with their
attendance at meetings of the Board of Directors.
INCENTIVE COMPENSATION
The Company intends, at some point in the future, to institute an
incentive bonus plan for all of its employees, including its officers, based
upon performance. The terms of such a plan have not yet been defined and the
plan has not been presented to the Board of Directors for consideration. The
Company believes that this practice is prevalent within its industry and is a
necessary component in the recruiting and retaining of qualified employees. As
such, it is anticipated that the Company's plan will be substantially similar to
the incentive bonus plans of other companies within its industry.
STOCK OPTION PLAN
The Company's Board of Directors adopted a 1994 Stock Option Plan (the
"Plan"). Under the Plan, the Company has reserved 500,000 shares of Common Stock
for issuance pursuant to the exercise of options. Options may be granted to
selected employees, directors, officers, consultants or advisors.
The Plan is administered by a committee appointed by the Board of
Directors. Options may be granted only to such employees, officers, directors,
consultants and advisors of the Company or any Parent or majority owners, as the
committee shall select from time to time in its sole discretion, provided,
however, that only employees of the Company may be granted Incentive Stock
Options (ISOs).
Under the Plan, the Company may grant either ISOs or options which are
not qualified as incentive stock options (NQSOs). The committee determines the
number of shares for which the option shall be granted, the exercise price of
the option, the periods during which the option may be exercised, and all terms
and conditions of the option. The exercise price of an option shall not be less
than the fair market value of the Common Stock on the date of grant. The
exercise price of any ISO granted to a person owning more than 10% of the total
combined voting power of all classes of stock of the Company shall be equal to
at least 110% of the fair market value of the shares at the time of the grant.
The term of these options may not exceed ten years.
In the event that the number of outstanding shares of Common Stock is
changed by a stock dividend, stock split, reverse stock split, combination,
reclassification or similar change in the capital structure of the Company
without consideration, the number of shares available under the Plan, the number
of shares subject to outstanding options, and the exercise price per share of
such options shall be proportionately adjusted, subject to any required action
by the Board or shareholders of the Company. Upon a change in control of the
Company, the committee shall be permitted to take any actions it deems
appropriate with regard to stock options outstanding under the Plan. Such
actions may include, without limitation, accelerating exercisability of options
and requiring the optionee to surrender options held for certain consideration
described in the Plan. In the event of a recapitalization or reorganization
after which the Company is not the surviving corporation, the Committee may
adjust the number, type or price of options to reflect the restructuring event.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
In 1993 and 1994, Dr. Delmer J. Heim and Mildred A. Heim, the parents
of James M. Heim, Chief Executive Officer and President, made two loans to the
Company, in the form of eight (8%) percent simple interest bearing loans, both
due and payable on or before March 31, 1998. The first of these loans was made
on December 29, 1993, and was in the amount of $43,282, and the second loan was
made on February 10, 1994, in the amount of $10,000, which amounts are
outstanding as of December 31, 1995.
In June 1994, in consideration of present and future financial
consulting services, including financial statement analysis, market trends,
management strategies and related topics, Mr. Barrett acquired 50,000 non-
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<PAGE> 9
redeemable Warrants to purchase Common Stock at a price of $0.40 per share,
which price was in excess of the fair market value of the Common Stock at that
time.
Prior to 1994, HFG Properties, Ltd., a limited partnership comprised of
members of the Heim family, James and Marlene Heim and Delmer and Mildred Heim
(the "Lending Parties") loaned to the Company, in the aggregate, the sum of
$526,144, for which the Company executed a series of promissory notes in favor
of the Lending Parties. Subsequent to the making of the loans, the Lending
Parties forgave $397,391 of the obligations in exchange for the issuance by the
Company of Common Stock to the Lending Parties, including Mr. Heim, who is an
officer and director of the Company and to eight additional persons, including
Mr. Sisneros, an officer and director of the Company. The shares were issued at
a per share price of $0.375, which was determined by the Board of Directors to
be the fair value of the Common Stock as of that date.
In connection with the issuance of shares of Common Stock, the eight
persons assumed, in the aggregate, $112,500 of the obligations of the Company to
the Lending Parties. As security for these obligations, these shareholders
placed their shares in escrow with a third party escrow holder who, in the event
of default under the terms of the notes, may sell such shares and pay off the
indebtedness. The entire principal amount remains outstanding and the notes
executed by these shareholders are all current.
In September of 1995, the Company completed the acquisition of Great
River Systems, Inc. (GRSI). All of the outstanding common stock of GRSI was
acquired for 100,000 shares of common stock of the Company, valued at $40,000,
$100,000 in cash and promissory notes totaling $150,000, bearing interest at
eight (8%) percent, payable on or before July 31, 1996. The selling shareholders
were Sharon O'Reilly and Michael Lowther whose ownership was 80% and 20%
respectively. These notes are secured by the assets of GRSI. The entire amount
is outstanding as of December 31, 1995. Ms. O'Reilly and Mr. Lowther are both
parties to employment contracts with the Company that expire on March 31 of
1998. Ms. O'Reilly and Mr. Lowther were also granted anti-dilution rights
pursuant to which they have the right to acquire from the Company 5,340 and
1,335 shares of Common Stock, respectively, at $2.20 per share. Ms. O'Reilly and
Mr. Lowther have agreed not to sell any of the Company's securities held by them
without the prior written consent of the underwriter in the Company's initial
public offering of shares of Common Stock before September 14, 1997.
In January of 1996, the Company completed the purchase of SYMRP
Scheduler software from Symmetrix, Inc., a Massachusetts based consulting firm.
The purchase included the software, the underlying patent, copyright and trade
secrets regarding the scheduling technology. The consideration includes $50,000
in cash and a Promissory note for $150,000, bearing interest at ten (10%)
percent, amortized quarterly with final payment on or before January 1, 1997. In
addition, the Company has agreed to pay ten (10%) percent royalties for a period
of five years ending December 31, 2000, with minimum royalty payments of
$250,000. In order to secure the promissory note and minimum royalty payment
thereon, the Company has provided a security interest to Symmetrix in the
technology as well as reversion rights in the technology.
The Board of Directors has adopted a policy that all transactions
and/or loans between the Company and its officers, directors and/or 5%
shareholders will be on terms no less favorable than could be obtained from
independent third parties and will be approved by a majority of the independent
disinterested directors of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and change in ownership with the
Securities and Exchange Commission (the "SEC") and the National Association of
Securities Dealers Automated Quotation System. Such reports are filed on Form 3,
Form 4, and Form 5 under the Exchange Act. Officers, directors and greater than
ten-percent shareholders are required by Exchange Act regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during fiscal year
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<PAGE> 10
ended March 31, 1996 all officers, directors, and greater than ten-percent
beneficial owners complied with the applicable Section 16(a) filing
requirements.
APPOINTMENT OF AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP, independent
certified public accountants, to serve as the Company's independent auditors for
the fiscal year ending March 31, 1997. The Board recommends ratification of this
appointment by the shareholders. This firm has served as the Company's auditors
since 1994. The Company anticipates that a representative of the firm will be
present at the Annual Meeting to make a statement if they desire to do so and to
answer appropriate questions that may be asked by shareholders.
PROPOSALS BY SHAREHOLDERS
Any Stockholder proposal which is intended to be presented at the
Company's 1997 Annual Meeting of Shareholders must be received at the Company's
principal executive offices by no later than April 25, 1997, if such proposal is
to be considered for inclusion in the Company's proxy statement and form of
proxy relating to such meeting.
OTHER BUSINESS
The Annual Meeting is being held for the purposes set forth in the
Notice which accompanies this Proxy Statement. The Board of Directors is not
presently aware of business to be transacted at the Annual Meeting other than as
set forth in the Notice.
By Order of the Board of Directors,
James M. Heim
Chairman of the Board of Directors
Tucson, Arizona
August 23, 1996
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<PAGE> 11
PROLOGIC MANAGEMENT SYSTEMS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints WILLIAM E. WALLIN and LUKE
V. McCARTHY, or either of them acting in the absence of the other, with full
power of substitution, the true and lawful attorneys and proxies of the
undersigned, to attend the Annual Meeting of the Shareholders of PROLOGIC
MANAGEMENT SYSTEMS, INC. (the "Company") to be held at the Plaza International
Hotel, 1900 East Speedway Boulevard, Tucson, Arizona, on September 18, 1996, at
10:00 a.m. local time, and any adjournments thereof, and to vote the shares of
Common Stock of the Company standing in the name of the undersigned, as
directed below, with all the powers the undersigned would possess if
personally present at the meeting.
This proxy will be voted in accordance with the directions indicated
herein. If no specific directions are given, this proxy will be voted for
approval of all nominees listed on the reverse, for approval of the proposals
listed on the reverse and, with respect to any other business as may properly
come before the meeting, in the discretion of the proxies.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE> 12
A /X/ PLEASE MARK YOUR
VOTE AS IN THIS
EXAMPLE.
FOR all nominees WITHHOLD
listed below (except authority to vote on all
1. ELECTION OF as marked below). nominees listed below.
DIRECTORS. / / / /
NOMINEES: James M. Heim, Richard E. Metz, Herbert F. Day, Luke V. McCarthy
and Craig Rauchls
INSTRUCTION. To withhold authority to vote for any individual nominee, check the
"FOR all nominees" box above and write that nominee's name in the following
space.
_______________________________________________________________________________
2. APPOINTMENT OF AUDITORS. Proposal to approve FOR AGAINST ABSTAIN
the appointment of KPMG Peat Marwick LLP as / / / / / /
the Company's independent public accounts.
PLEASE PROMPTLY DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.
(Signature)_________________ (Signature)_________________ Dated_________, 1996
NOTE: When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. 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. If a joint tenancy,
please have both joint tenants sign.
