<PAGE> 1
MUSTANG SOFTWARE, INC.
6200 Lake Ming Road
Bakersfield, California 93306
(805) 873-2500
Fax : (805) 873-2474
April 24, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Mustang Software, Inc.
Dear Sirs:
On behalf of Mustang Software, Inc. (the "Company"),
enclosed herewith is the definitive copies of the Company's
Proxy Statement and form of Proxy in the form in which such
material is being furnished to shareholders of the Company.
In accordance with Rule 14a-6(d), please be advised that such
material is being released (i.e. mailed) to shareholders
beginning on April 24, 1997
Very truly yours,
Mustang Software, Inc.
by: /s/ Donald M. Leonard
Donald M.Leonard
Vice President Finance and Chief Financial Officer
Enclosures
cc: The Nasdaq Stock Market (Attn: Reports Section)
(via Federal Express, w/3 copies of encls.)
<PAGE> 2
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
MUSTANG SOFTWARE, INC.
(Name of Registrant as Specified In Its Charter)
-------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 3
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of MUSTANG SOFTWARE, INC. (the "Company")
will be held at the Rio Bravo Resort, located at 11200 Lake Ming Road,
Bakersfield, California, 93306, on May 27, 1997,at 10:00 a.m. Pacific
Daylight Time, for the following purposes:
1. To elect a Board of Directors to serve for the ensuing year;
2. To consider and act upon a proposal to ratify the
appointment of Arthur Andersen LLP as the independent accountants of the
Company for the year ending December 31, 1997; and
3. To transact such other business as may properly come
before the meeting or any adjournments thereof.
Only holders of Common Stock of record at the close of business
on April 15, 1997 will be entitled to vote at the meeting.
Your proxy is enclosed. You are cordially invited to attend the
meeting, but if you do not expect to attend, or if you plan to attend, but want
the proxy holders to vote your shares, please date and sign your proxy and
return it in the enclosed postage paid envelope. The giving of this proxy
will not affect your right to vote in person if you find it convenient to
attend. Please return the proxy promptly to avoid the expense of additional
proxy solicitation.
Dated: April 24, 1997 For the Board of Directors
Michael S. Noling,
Secretary
<PAGE> 4
PROXY STATEMENT
FOR ANNUAL MEETING TO BE HELD
May 27, 1997, at 10:00 a.m. Pacific Daylight Time
Your proxy is solicited on behalf of the Board of Directors of
Mustang Software, Inc. (the "Company") for use at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the Rio Bravo Resort,
located at 11200 Lake Ming Road, Bakersfield, California, 93306, on May
27, 1997, at 10:00 a.m. Pacific Daylight Time If a proxy in the
accompanying form is duly executed and returned, the shares represented
by the proxy will be voted as directed. If no direction is given, the shares
will be voted for the election of the seven nominees for Director named
herein and for ratification of the appointment of Arthur Andersen LLP as
the independent accountants of the Company for the year ending December
31, 1997. Any proxy given may be revoked anytime prior to its exercise by
notifying the Secretary of the Company in writing of such revocation, by
giving another proxy bearing a later date, or by attending and voting in
person at the meeting.
The cost of this solicitation of proxies will be borne by the
Company. Solicitations will be made by mail. In addition, the officers and
regularly engaged employees of the Company may, in a limited number of
instances, solicit proxies personally or by telephone. The Company will
reimburse banks, brokerage firms, other custodians, nominees and
fiduciaries for reasonable expenses incurred in sending proxy materials to
beneficial owners of Common Stock of the Company.
The Company's Annual Report to Shareholders, consisting of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (without exhibits) as filed with the Securities and
Exchange Commission, is being provided to each shareholder
concurrently with this Proxy Statement.
Holders of Common Stock of record at the close of business on
April 15, 1997 (the "Record Date") will be entitled to vote at the meeting.
There were 3,374,967 shares of Common Stock outstanding at that date.
Each share is entitled to one vote and a majority of the shares of Common
Stock outstanding is necessary to constitute a quorum for the meeting.
Shareholders have cumulative voting rights in the election of Directors.
Under the cumulative voting method, a shareholder may multiply the
number of shares owned by the number of Directors to be elected and cast
this total number of votes for any one candidate or distribute the total
number of votes in any proportion among as many candidates as the
shareholder desires. A shareholder may not cumulate his or her votes for a
candidate unless such candidate's name has been placed in nomination prior
to the voting and unless a shareholder has given notice at the meeting prior
to the voting of his or her intention to cumulate his or her votes. If any
shareholder gives such notice, then all shareholders may then cumulate their
votes.
<PAGE> 5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's Directors are elected annually to serve until the
next annual meeting of shareholders and thereafter until their successors are
elected. The Company's Bylaws currently provide for a variable Board of
Directors with a range of between five and nine members, with the number
currently set at seven. No proxy will be voted for more than seven
nominees for Director.
Unless otherwise directed by shareholders, the proxy holders will
vote all shares represented by proxies held by them for the election of the
maximum number of the following nominees, all of whom are now
members of and constitute the Company's Board of Directors. The
Company is advised that all of the nominees have indicated their availability
and willingness to serve if elected. If any nominee becomes unavailable or
unable to serve as a Director of the Company prior to the voting, the proxy
holders will refrain from voting for the unavailable nominee or will vote for
a substitute nominee in the exercise of their best judgment.
Information Concerning Nominees
Information concerning the nominees based on data furnished by them is set
forth below:
<TABLE>
<CAPTION>
Director
Name Age Position with Company Since
- - -------------- ---- --------------------- ---------
<S> <C> <C> <C>
James A. Harrer 38 President, Chief Executive Officer
and Chairman of the Board 1988
Richard J. Heming 46 Director 1988
C. Scott Hunter 29 Vice President Engineering, Chief
Technical Officer and Director 1995
Stanley A. Hirschman 50 Director 1995
Michael S. Noling 58 Secretary and Director 1995
Bruce Fredrickson 53 Director 1996
Donald M. Leonard 34 Vice President Finance,
Chief Financial Officer and Director 1997
</TABLE>
James A. Harrer founded the Company's business in January
1986, has served the Company in various positions and currently serves as
its President and Chief Executive Officer and as Chairman of its Board of
Directors. Mr. Harrer has primary responsibility for the Company's
marketing, overseeing all advertising, public relations, sales promotion,
merchandising and package design, identifying new markets, expanding
foreign markets and identifying target technology. He was the principal
programmer of Mustang's Wildcat! product line through version 3. Prior to
founding the Company, Mr. Harrer served for seven years as a Branch
Manager of Grant Supply Company, an oil field supply company where he
controlled all aspects of that company's Bakersfield Division Operations.
Mr. Harrer has also taught computer programming at Bakersfield College.
Richard J. Heming joined the Company's business in January 1987
and served the Company in various positions until his resignation in
November 1996. Since leaving the Company, Mr. Heming has been serving
as a consultant to various companies for computer and Internet solutions.
Mr. Heming continues to serve the Company as a director. From December
1996 until January 1997, Mr. Heming served as a consultant to the
Company. Prior to his involvement with the Company, Mr. Heming served
from June 1985 to January 1987 as an investigator and network manager for
a law firm in Bakersfield, California, where he coordinated the installation
of a 64-computer network. From 1981 to June 1985, he founded a private
investigation practice, established loss prevention programs for several
major department store chains and assisted in the design and
implementation of a computerized risk management system for the City of
Bakersfield. Mr. Heming received his B.A. in Criminology in 1972 from
the University of Maryland at College Park.
C. Scott Hunter joined the Company in June 1988 and has served
as the Company's Vice President Engineering since August 1991 and as its
Chief Technical Officer since April 1996. Mr. Hunter became a director of
the Company upon completion of the Company's initial public offering in
April 1995. He is responsible for the coordination of new products under
development as well as normal software maintenance. Mr. Hunter became
the lead programmer on Wildcat! after the release of Wildcat! 3 and is also
the lead programmer on QmodemPro for Windows. Mr. Hunter has been
involved actively in programming in Pascal for ten years.
<PAGE> 6
Stanley A. Hirschman became a director of the Company upon
completion of the Company's initial public offering in April 1995. Mr.
Hirschman is currently Vice President of Global Partners, Inc. From
February 1989 until May 1996, Mr. Hirschman was Vice President, Store
Operations, of Software Etc. Stores (now part of the NeoStar Retail Group,
Inc.). From September 1984 to February 1989, Mr. Hirschman worked in
various management positions at T.J.Maxx, including Assistant Vice
President, Store Administration. His previous experience included
multi-store management and merchandising responsibilities at Lane Bryant,
a clothing retailer, and The Gap, including Director of Operations for its
Banana Republic Division.
Michael S. Noling became a director of the Company in May 1995,
is the Chairman of the Audit Committee and became the Company's
Secretary in November 1996. Mr. Noling is not an employee of the
Company and receives no compensation from the Company except in his
capacity as a director. In December 1996, Mr. Noling joined the board of
directors of Transoft Technologies Corporation, a privately held company
that supplies software and systems to the digital video market. Since
December 1995, Mr. Noling also has served as Chairman of the Board of
Coryphaeus Software, Inc., a privately held software company that designs
and markets software for creating real-time 3D simulations. In September
1993, Mr. Noling joined Wavefront Technologies as President and Chief
Executive Officer and was elected to the Board of Directors in December
1993. In June 1995, Silicon Graphics completed the acquisition of
Wavefront Technologies and Alias Research to form a combined software
company, Alias/Wavefront. Previously, Mr. Noling was Executive Vice
President and Chief Financial Officer for Applied Magnetics Corporation, a
global high technology computer component supplier listed on the New
York Stock Exchange. Prior to joining Applied Magnetics Corporation in
March 1991, Mr. Noling was a managing partner with Andersen Consulting,
where he had extensive experience in key operating and financial positions.
Mr. Noling previously served for one year as a White House Fellow in the
U.S. Office of Management and Budget. He received a B.S. in Engineering
and an M.B.A. from the University of Wisconsin - Madison. Mr. Noling
holds a CPA certificate.
Bruce Fredrickson became a director of the Company in October
1996. Mr. Fredrickson has more than 15 years of experience in the
computer industry. He currently serves as president of Channel Tactics in
Boulder, Colorado, a computer consulting firm specializing in the launch of
software and hardware products into the consumer and VAR channels. Prior
to founding Channel Tactics in 1991, Mr. Fredrickson served for five years
as Vice President of Marketing for Ingram Micro, a large distributor of
computer hardware and software. Prior to Ingram Micro, he founded the
National Computer Training Institute (NCTI), where he established
computer-training centers across the United States. In addition to the
Company, Mr. Fredrickson currently serves on the boards of directors of the
following companies in the computer industry: InterTrust, Document
Directions and Allenbach Industries. He also serves on the advisory board
for COMDEX.
Donald M. Leonard has served as the Company's Vice President
Finance and Chief Financial Officer since June 1993. He became a director
of the Company in April 1997. Mr. Leonard is responsible for the
Company's financial matters and tax strategies, and supervises the
development of Mustang's custom internal accounting and customer
database system. From January 1991 to June 1993, Mr. Leonard served as a
manager in audit and tax at Kenneth E. Rhodes & Co., a Bakersfield
accounting firm, where he was responsible for a portion of the client base
and supervised the firm's computer operations. From April 1988 to January
1991, he was employed by Rohmiller, Brown, Rhodes & Co., and from
January 1985 to April 1988, he was employed by Brown, Waits and
Armstrong, both Bakersfield accounting firms. Mr. Leonard obtained a B.S.
in Accounting at California State University in Bakersfield in 1987 and is a
Certified Public Accountant.
Directors of the Company hold office until the next annual meeting
of shareholders and until their earlier resignation or removal. No family
relationships exist between any of the executive officers or directors of the
Company.
<PAGE> 7
Compensation of Directors
The Company pays its outside directors $1,000 (except Mr. Fredrickson who is
paid $2,500) for each board meeting attended and reimburses them for
reasonable expenses incurred in attending meetings. Except Mr. Fredrickson,
upon becoming a director and in January 1996, each of the Company's outside
directors was granted stock options to purchase 5,000 shares of Common Stock
from the Company 1994 Incentive Stock Option Plan and Nonstatutory Stock Option
Plan, exercisable at the fair market value per share on the date of grant
vesting in three equal annual installments, subject to the optionee remaining
a director on the respective vesting date. Upon becoming a director,
Mr. Fredrickson was granted options to purchase 15,000 shares of Common Stock
from the Company 1994 Incentive Stock Option Plan and Nonstatutory Stock Option
Plan, exercisable at the fair market value per share on the date of grant
vesting in two equal annual installments, subject to the Mr. Fredrickson
remaining a director on the vesting date. In 1997, the Company adopted a
policy that the nonemployee directors holding less than a 5% investment in the
Company would be granted each year on their respective anniversary date
of joining the Board annual stock options to purchase the number of shares
equal to the prior year's grant of options. The exercise price of such options
is to be equal to the fair market value of the Common Stock on the date of
the grant.
Committees and Attendance at Board Meetings
Five (including two telephonic) meetings of the Board of Directors
were held in 1996. Each Director attended at least 75% of the aggregate of
all meetings held by (i) the Board of Directors and (ii) those committees of
the Board of Directors on which such Director served.
The Audit Committee consists of all four of the Company's
independent directors, Michael S. Noling (Chairman), Stanley A.
Hirschman, Bruce Fredrickson and Richard J. Heming. Its duties include
making recommendations to Board of Directors concerning the engagement
of independent public accountants, evaluating and approving the
professional services provided by the Company's independent public
accountants and reviewing the adequacy of the Company's internal
accounting controls. The Audit Committee did not meet independently of
the full board in 1996.
The Compensation Committee consists of one employee, James A.
Harrer (Chairman), and two independent directors, Stan Hirschman and
Bruce Fredrickson. The duties of the Compensation Committee include
recommending to the Board of Directors all officer salaries, stock option
grants, management incentive programs and bonus payments (but Mr.
Harrer does not participate in compensation decisions with respect to his
employment arrangements with the Company). The Compensation
Committee met four times during 1996.
During 1996, the Stock Option Committee consisted of directors,
James A. Harrer and Richard J. Heming. The Stock Option Committee
administered the Company's Stock Option Plan and reported to the
Compensation Committee recommendations for the granting of stock
options. The Stock Option Committee did not meet independently of the full
board in 1996. In 1997, the Stock Option Committee was disbanded and it
was resolved that the entire Board of Directors would administer the
Company's Stock Option Plan and grant stock options thereunder based
upon recommendations provided to the Board by the Compensation
Committee.
The Board of Directors presently has no Nominating Committee.
Executive Compensation
The following table sets forth all compensation paid by the
Company during 1994, 1995 and 1996 to its Chief Executive Officer and
the other executive officers whose annual salary and bonus were greater
than $100,000 during 1996:
<PAGE> 8
<TABLE>
<CAPTION>
Annual Compensation
Name and Principal Securities All Other
Positions Year Salary Bonus(1) Other(2) Underlying Compens-
Options (#)(3) ation(4)
<S> <C> <C> <C> <C> <C> <C>
James A. Harrer 1996 $151,050 $ 0 $ 0 0 $10,254
President and CEO 1995 $ 99,400 $30,800 $ 8,054 0 $ 8,592
1994 $ 68,000 $40,660 $18,056 0 $ 6,559
Richard J. Heming 1996 $129,993 $ 0 $ 0 0 $12,284
Director(5) 1995 $ 94,320 $ 700 $ 6,717 0 $13,192
1994 $ 68,000 $40,540 $17,465 0 $ 5,136
C. Scott Hunter 1996 $106,200 $ 0 $ 0 7,500 $ 1,658
Vice President of 1995 $ 68,400 $50,700 $ 0 50,000 $ 1,362
Engineering 1994 $ 59,800 $25,600 $ 0 9,000 $ 1,121
</TABLE>
__________
(1) Includes a cash contribution by the Company to a 401(k) profit-
sharing plan paid in 1994, 1995 and 1996 on behalf of such officer
for 1993, 1994 and 1995, respectively.
(2) Consists of an automobile allowance paid by the Company.
(3) Consists of options granted under the Company's 1994 Incentive
and Nonstatutory Stock Option Plan (the "Stock Option Plan").
Options vest over three years, commencing one year from the date
of the grant.
(4) Consists of life and health insurance premiums paid by the
Company.
(5) In November 1996, Mr. Heming resigned as Vice President and
Chief Operations Officer. Following his resignation, Mr. Heming
served the Company in a consulting capacity. The amount in the
table under salary reflects salary paid to Mr. Heming during 1996
as an employee and amounts paid to him as a consultant.
Effective February 8, 1997, the Company reached employment
agreements with Messrs. Harrer and Hunter. Each agreement is for a one-
year term and automatically renews for succeeding one year terms unless
either the Company or the employee gives the other a notice of non renewal
at least 30 days prior to the expiration of the then current term. The
agreements are terminable by either party with or without cause upon the
expiration of 30 days' notice of termination. Upon a termination by the
Company without cause or by the Employee for good reason (which
includes because of a change of control of the Company), the employee is
entitled to compensation equal to nine months' salary and continued health
benefits for nine months. Upon a termination by the employee without good
reason or by the Company with cause, the employee is entitled to
compensation equal to four months' salary and continued health benefits for
four months.
Neither Mr. Harrer nor Mr. Heming holds any options to purchase
Common Stock of the Company and none were granted to either of them
during 1996. The following table provides certain information regarding
stock option grants made to C. Scott Hunter during 1996:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Percent of
Securities Total Options
Underlying Granted to Exercise Expiration
Options Employees Price Date
Name Granted (#) in 1996 ($/Sh)
<S> <C> <C> <C> <C>
Bruce Fredrickson 15,000 6.7% 2.75 9/30/2006
Scott Hunter 7,500 3.4% 3.00 7/7/2006
</TABLE>
Messrs. Harrer, Heming or Hunter exercised no options during 1996.
The following table provides certain information concerning Mr. Hunter's
unexercised options at December 31, 1996:
<PAGE> 9
FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Shares Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
December 31, 1996 December 31, 1996
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
C. Scott Hunter 22,667 43,833 (1) (1)
</TABLE>
__________
(1) None of Mr. Hunter's options were in the money at December 31, 1996.
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more
than 10% of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission ("SEC") initial reports of
ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Directors, executive officers and 10% or
greater shareholders are required by the SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
The Company believes, based solely on a review of the copies of
such reports furnished to the Company, that each report required of the
Company's executive officers, directors and 10% or greater shareholders
was duly and timely filed during the year ended December 31, 1996.
Certain Relationships and Related Transactions
The Company leases its executive offices and sales, marketing and
production facilities from Messrs. Harrer and Heming pursuant to a lease
that commenced on December 1, 1993 and expires on November 30, 1998.
The lease provides for a monthly base rent of $11,535, subject to annual
increases through the term of the lease, plus a percentage of operating
expenses and utility costs. The Company believes that this lease is on terms
no less favorable than those that could have been obtained from an
unaffiliated third party, and that the rent is comparable to that for similar
facilities in the area. Messrs. Harrer and Heming incurred debt in the
aggregate amount of $822,000, pursuant to two loans in the respective
original principal amounts of $450,000 and $372,000, to purchase said
facilities. Monthly payments of Messrs. Harrer and Heming under these
two loans equal approximately $4,500 and $2,900, respectively. The
Company has guaranteed all of this debt and has subordinated its leasehold
interest in the facilities to the lenders. In addition, in the event of a
default by Messrs. Harrer and Heming under the loan agreement covering
$372,000 of this debt, the lender thereunder may exercise an assignment from
Messrs. Harrer and Heming of their interest as landlord in a contingent 20-year
lease, previously signed by the Company as tenant, for such facilities. In
that event, this contingent lease provides for a monthly rent of $6,200,
would supersede the current lease, and would obligate the Company to pay
such rent through November 2013.
Shareholding Information as to Directors, Director Nominees and Management
The following table sets forth as of the Record Date, information
regarding the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to be the beneficial owner of more than
five percent of the outstanding shares of Common Stock, (ii) each of the
directors of the Company beneficially owning Common Stock, (iii) each of
the executive officers named in the Summary Compensation Table in Item
10, and (iv) the executive officers and directors of the Company as a
group:
<TABLE>
<CAPTION>
Name of beneficial owner or Common Stock
identity of group Amount Percent
<S> <C> <C>
Richard J. Heming 849,250 25.1%
James A. Harrer 722,450 21.4%
C. Scott Hunter 53,580 1.6%
All executive officers and
directors as a group (8)
persons) 1,658,370 49.1%
__________
</TABLE>
__________
(1) Includes any shares purchasable upon exercise of options exercisable
within 60 days of March 15, 1997.
<PAGE> 10
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has reappointed Arthur Andersen LLP as the Company's
independent public accountants for the year ending December 31, 1997.
Arthur Andersen LLP has been the Company's certified public accountant
since 1995.
Although not required by California law, the Company seeks shareholder
ratification of the appointment of the Company's auditors at each annual
meeting. In the event the necessary vote is not obtained, the matters will be
returned to the Board of Directors and Audit Committee for consideration of
alternatives. Even if the appointment is ratified, the Board in its discretion
may direct the appointment of a different independent accounting firm anytime
during the year if the Board determines that such a change would be in the
best interests of the Company and its shareholders.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting, with opportunity to make a statement if they so desire and to
be available to respond to appropriate shareholder questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS.
3. OTHER BUSINESS
Management knows of no other matters that may be presented to the Annual
Meeting. However, if any other matter properly comes before the Annual
Meeting, it is intended that proxies in the accompanying form will be
voted according to the judgment of the persons named therein.
PROPOSALS BY SHAREHOLDERS
Any proposal that a shareholder wishes to have presented at the 1998 Annual
Meeting of shareholders and included in the Company's proxy statement for
such meeting must be received by the Company at 6200 Lake Ming Road,
Bakersfield, California 93306 by December 13, 1997. Proposals should be
addressed to the attention of Mr. James A. Harrer, President.
April 24, 1997 By Order of the Board of Directors
Michael S. Noling, Secretary
<PAGE> 11
[PROXY]
Mustang Software, Inc.
6200 Lake Ming Road
Bakersfield, California 93306
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James A. Harrer and Donald M. Leonard, and
each of them, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and vote as designated below, all the
shares of Common Stock of Mustang Software, Inc. (the "Company") held of
record by the undersigned on April 15, 1997, at the Annual Meeting of
Shareholders to be held on May 27, 1997, or any adjounments thereof.
1. Election of Directors
__ FOR all nominees listed below
(except as marked to the contrary below)
__ WITHHOLD AUTHORITY
to vote for all nominees listed below
(INSTRUCTION: To withhold authority to vote for any indivdual
nominee, strike a line through the nominee's name below.)
James A. Harrer
Richard J. Heming
C. Scott Hunter
Stanley A. Hirschman
Michael S. Noling
Bruce Fredrickson
Donald M. Leonard
2. To ratify the appointment of Arthur Andersen LLP as independent
accountants for the year ending December 31, 1997.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the Proxies are each authorized to vote upon
such other business as may properly come before the meeting.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy
will be voted FOR Proposals 1 and 2.
Dated: ______________________, 1997
___________________________________
(Signature)
___________________________________
(Signature if held jointly)
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as an attorney, as executor,
administrator, trustee or guardian, please give full title to 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.
