<PAGE>
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 Rule 14a-11(c) or Rule 14a-12
EAGLE POINT SOFTWARE CORPORATION
- --------------------------------------------------------------------------------
(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)(1) 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:
$[ ], equaling 1/50/th/ of one percent of the proposed maximum
aggregate value of transaction.
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
October 28, 1996
VIA EDGAR TRANSMISSION
- ----------------------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Eagle Point Software Corporation Definitive Proxy Materials
-----------------------------------------------------------
Ladies and Gentlemen:
On behalf of Eagle Point Software Corporation, a Delaware corporation
(the "Company"), transmitted herewith for filing pursuant to Regulation S-T and
Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") is (i) the letter to stockholders of the Chairman, President and Chief
Executive Officer of the Company, (ii) the Notice of Annual Meeting of
Stockholders and Proxy Statement and (iii) form of Proxy Card (collectively, the
"1996 Proxy Materials"). Pursuant to Rule 14a-6(m) of the Exchange Act, a cover
page in the form of Schedule 14A is transmitted with the 1996 Proxy Materials.
The 1996 Proxy Materials will be released to stockholders on or before
October 28, 1996.
Should the Staff have any questions regarding the foregoing, please
call the undersigned at (319) 556-8392.
Very truly yours,
Dennis J. George
Vice President,
Chief Financial Officer,
Secretary and Treasurer
<PAGE>
EAGLE POINT SOFTWARE CORPORATION
4131 WESTMARK DRIVE
DUBUQUE, IOWA 52002-2627
(319) 556-8392
DEAR STOCKHOLDER:
On behalf of the Board of Directors and management of Eagle Point Software
Corporation, I cordially invite you to attend the 1996 Annual Meeting of
Stockholders of Eagle Point Software Corporation to be held at 3:00 p.m., local
time, on Thursday, December 5, 1996, at the Eagle Point Software Corporate
Headquarters, 4131 Westmark Drive, Dubuque, Iowa.
The matters to be considered at the meeting are described in the accompanying
Proxy Statement. It is important that your shares be represented at the Annual
Meeting regardless of the number of shares you hold. You are urged to specify
your voting preference by marking, dating and signing the enclosed proxy card
and returning it in the enclosed business reply envelope. No postage is
required if mailed in the United States. If you wish to vote in accordance with
the Directors' recommendations, all you need to do is date and sign the proxy
card and return it in such envelope.
We hope you can attend the 1996 Annual Meeting, but in any event, please
complete and return the proxy card. If you do attend and wish to vote in
person, you may revoke your proxy at that time.
Sincerely,
RODNEY L. BLUM
Chairman
October 28, 1996
<PAGE>
EAGLE POINT SOFTWARE CORPORATION
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 5, 1996
The 1996 Annual Meeting of Stockholders (the "Annual Meeting") of Eagle Point
Software Corporation, a Delaware corporation (the "Company"), will be held at
3:00 p.m., local time, on Thursday, December 5, 1996 at the Eagle Point Software
Corporate Headquarters, 4131 Westmark Drive, Dubuque, Iowa, for the purpose of
considering and acting upon the following matters:
1. To elect two directors to the Board of Directors of the Company, each
to serve for a three-year term;
2. To ratify the appointment of Deloitte & Touche LLP as independent
accountants for the Company for the fiscal year ending June 30, 1997;
and
3. To transact such other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
Stockholders of record at the close of business on October 18, 1996 are entitled
to receive notice of and to vote at the Annual Meeting or any postponement or
adjournment thereof. A list of such stockholders will be available for
examination by any stockholder for any purpose germane to the Annual Meeting,
during normal business hours, at the principal executive office of the Company,
4131 Westmark Drive, Dubuque, Iowa, 52002-2627, for a period of ten days prior
to the Annual Meeting.
The matters to be considered at the meeting are described in the accompanying
Proxy Statement. It is important that your shares be represented at the Annual
Meeting regardless of the number of shares you hold. You are urged to specify
your voting preference by marking, dating and signing the enclosed proxy card
and returning it in the enclosed business reply envelope. No postage is
required if mailed in the United States. If you wish to vote in accordance with
the Directors' recommendations, all you need do is date and sign the proxy card
and return it in such envelope.
By order of the Board of Directors,
DENNIS J. GEORGE
Secretary
October 28, 1996
<PAGE>
EAGLE POINT SOFTWARE CORPORATION
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement (the "Proxy Statement") is being furnished to the holders
of Common Stock, $.01 par value ("Common Stock"), of Eagle Point Software
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board" or
the "Board of Directors") for use at the 1996 Annual Meeting of Stockholders of
the Company to be held at 3:00 p.m., local time, on Thursday, December 5, 1996,
at the Company's corporate headquarters, 4131 Westmark Drive, Dubuque, Iowa,
52002 and at any and all adjournments or postponements thereof (the "Annual
Meeting"). The Company's principal executive office is located at 4131 Westmark
Drive, Dubuque, Iowa 52002-2627.
Each holder of record of Common Stock at the close of business on October 18,
1996 (the "Record Date") is entitled to receive notice of and to vote at the
Annual Meeting. The holder of a majority of the shares of Common Stock
outstanding and entitled to vote must be present in person or represented by
proxy at the Annual Meeting in order for a quorum to be present. At the close
of business on the Record Date there were 4,941,730 shares of Common Stock
outstanding each of which entitles the registered holder thereof to one vote.
If you are unable to attend the Annual Meeting, you may vote by proxy. The
proxy holders will vote your shares according to your instructions. If you
return a properly signed and dated proxy card but do not mark a choice on one or
more items, your shares will be voted in accordance with the recommendations of
the Board for such items as set forth in this Proxy Statement. The proxy card
gives authority to the proxy holders to vote your shares in their discretion on
any other matter presented at the Annual Meeting. A proxy may indicate that all
or a portion of the shares represented by that proxy are not being voted by a
stockholder with respect to a particular matter. Any such non-voted shares will
be considered present for the purpose of determining the presence of a quorum.
You may revoke your proxy at any time prior to voting at the Annual Meeting by
delivering written notice to the Secretary of the Company, by submitting a
subsequently dated proxy or by attending and voting in person at the Annual
Meeting.
The Company will bear the cost of preparing, handling, printing and mailing this
Proxy Statement, the related proxy card and any additional material which may be
furnished to stockholders, as well as the actual expense incurred by brokerage
houses, fiduciaries and custodians in forwarding such materials to beneficial
owners of Common Stock held in their names. The solicitation of proxies will be
made by the use of the mail and through direct communication with certain
stockholders or their representatives by certain officers, directors or
employees of the Company who will receive no additional compensation therefore.
This Proxy Statement and the related proxy card are first being mailed to
stockholders of the Company on or about October 28, 1996.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors consists of five persons and is divided into three
staggered classes, each class serving a three-year term. The terms of the Class
II Directors expire on the date of the Annual Meeting. Each of the two nominees
for Class II Director, if elected, will serve three years until the 1999 Annual
Meeting of Stockholders, or until a successor has been elected and qualified.
The current Class I and Class III Directors will continue in office until the
1998 and 1997 Annual Meetings of Stockholders, respectively.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the two Class II nominees recommended by the Board of Directors.
Directors are elected by a plurality of the votes cast. Stockholders may not
cumulate their votes. The two nominees receiving the highest number of votes
will be elected. In the event that any nominee of the Company is unable or
declines to serve as a director at the time of the Annual Meeting, the proxies
will be voted for any nominee who shall be designated by the present Board of
Directors to fill the vacancy. It is not expected that any nominee will be
unable or will decline to serve as a director. In the event that additional
persons are nominated for election as directors, the proxy holders intend to
vote all proxies received by them for the nominees recommended by the Board of
Directors.
NOMINEES FOR DIRECTOR
Class II - Nominees to Serve Until
1999 Annual Meeting of Stockholders:
JOHN F. BIVER, age 41, has been a Director of the Company since he co-founded
the Company in 1983. He has served as Vice President-Civil Division since
January 1990. Prior to founding the Company, he was a registered Professional
Engineer with the civil engineering firm of Wright, Kilby, Sejkoara and
Associates.
JAMES P. HICKEY, age 39, has been a Director of the Company since August 30,
1995. Since 1989, Mr. Hickey has been a Principal of William Blair & Company,
an investment banking firm.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF
THE NOMINEES LISTED ABOVE.
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
Class I - Directors Serving Until 1998 Annual Meeting of Stockholders:
DENNIS J. GEORGE, age 33, has been a Director of the Company since April 1989.
Since he joined the Company in April 1989, he has served as Vice President,
Chief Financial Officer, Treasurer and Secretary. During 1988 he was the
Financial Budget Analyst for the Ertl Company, a manufacturer of agricultural
model toys. During 1987 he served as Finance Manager for D.D.S., a provider of
turn-key computer systems to the auto, large truck and implement dealer markets.
THOMAS O. MILLER, age 45, has been a Director of the Company since August 30,
1995. He currently serves as Senior Vice President of Norand Corporation
("Norand"), a manufacturer of hand-held data systems. From 1993 until September
1995 he served as Vice President-Mobile Systems of Norand and from 1990 until
1992 he served as Vice President-Marketing of Norand.
- 2 -
<PAGE>
Class III - Directors Serving Until 1997 Annual Meeting of Stockholders:
RODNEY L. BLUM, age 41, has been a Director of the Company since January 1990.
He joined the Company in January 1990 as its President and Chief Executive
Officer. From May 1988 until he joined the Company, he was Director of Sales and
Marketing of D.D.S., a provider of turn-key computer systems to the auto, large
truck and implement dealer markets. From 1980 until May 1988 he served in
various marketing and management positions at CyCare Systems, Incorporated, a
provider of computerized information processing systems to the healthcare
industry.
DIRECTORS-- MEETINGS, COMMITTEES AND COMPENSATION
The Board of Directors met seven times during the fiscal year ended June 30,
1996 ("Fiscal 1996"), four times pursuant to regularly scheduled meetings and
three times pursuant to special meetings. No director attended fewer than 75
percent of the meetings of the Board and committees thereof on which he served.
The Board of Directors has established two committees: an Audit Committee and a
Compensation Committee. As of June 30, 1996 and as of the date of this Proxy
Statement, the Audit Committee is comprised of Messrs. George, Hickey and
Miller. The Audit Committee reviews the results and scope of the audit and
other services provided by the Company's independent accountants and recommends
the appointment of independent accountants to the Board of Directors. See
"Ratification of Appointment of Independent Accountants." The Audit Committee
met one time during Fiscal 1996.
As of June 30, 1996 and as of the date of this Proxy Statement, the Compensation
Committee is comprised of Messrs. Hickey and Miller. The Compensation Committee
makes recommendations regarding the compensation arrangements for top management
and key employees of the Company, and in Fiscal 1996 administered the Eagle
Point Software Corporation Stock Option Plan (the "Stock Option Plan"). The
Compensation Committee met four times during Fiscal 1996.
Directors who are employees of the Company receive no compensation for serving
as directors. Those directors who are not employees of the Company ("Outside
Directors") do not receive an annual fee for serving as directors, but are
reimbursed for out-of-pocket expenses incurred in connection with attending
meetings. In addition, each Outside Director participates in the Stock Option
Plan. Pursuant to the Company's Stock Option Plan, which was approved by the
Company's stockholders in June 1995 prior to the Company's initial public
offering of Common Stock, each Outside Director, upon joining the Board,
received an option to purchase 2,000 shares of Common Stock at an exercise price
of $20.75, representing the average of the high and low sales prices of a share
of Common Stock as reported on The Nasdaq Stock Market on the day such option
was granted. Upon election to the Board, any new Outside Director will also
receive an option to purchase 2,000 shares of Common Stock with a per share
exercise price equal to the average of the high and low sales prices of a share
of Common Stock as reported on The Nasdaq Stock Market on the day such stock
option is granted. In addition, on the date of each annual meeting of
stockholders of the Company, each person who is an Outside Director immediately
after such meeting will receive an option to purchase 1,000 shares of Common
Stock with a per share exercise price equal to the average of the high and low
sales prices of a share of Common Stock as reported on The Nasdaq Stock Market
on the day such option is granted. As such, after the 1995 Annual Meeting, each
Outside Director received option to purchase 1000 shares of common stock at an
exercise price of $20.875 representing the average of the high and low sales
prices of a share of Common Stock as reported on The Nasdaq Stock Market on the
day such option was
- 3 -
<PAGE>
granted. Each stock option granted to Outside Directors under the Stock Option
Plan is immediately exercisable.
The Board of Directors has no nominating committee. Selection of nominees for
the Board is made by the entire Board of Directors. The names of potential
nominees for the Company's Board should be directed to the Company's Secretary,
Dennis J. George, at 4131 Westmark Drive, Dubuque, Iowa, 52002-2627.
EXECUTIVE OFFICER COMPENSATION
The following table (the "Compensation Table") sets forth the aggregate
compensation for the past three fiscal years of the individual who served as
Chief Executive Officer during Fiscal 1996 and the four other most highly
compensated executive officers for Fiscal 1996 (collectively, the "Named
Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
FISCAL ---------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#)
---------------------------- ------ ---------- ---------- -----------
<S> <C> <C> <C> <C>
Rodney L. Blum 1996 $116,766 $ 46,588 --
Chairman, President and Chief 1995 95,262 77,552 --
Executive Officer 1994 85,229 (1) --
John F. Biver 1996 90,376 23,269 --
Vice President-Civil Division 1995 78,857 61,040 --
1994 70,250 (1) --
Dennis J. George 1996 78,208 30,006 --
Vice President, Chief Financial 1995 55,150 46,969 --
Officer, Treasurer and Secretary 1994 45,679 (1) --
Edward T. Graham 1996 50,000 16,171 --
Vice President- 1995 50,000 9,518 50,000
Structural Division 1994 36,789 14,038 (1) --
William P. LeMay 1996 66,015 1,840 500
Chief Technology Officer 1995 60,228 1,590 3,500
1994 53,015 500 --
</TABLE>
________________________
(1) During Fiscal 1995, the Company granted stock options in lieu of a bonus
for Fiscal 1994 to each of Messrs. Blum, Biver and George with respect to
8,000, 6,400 and 4,800 shares of Common Stock, respectively. These stock
options had an exercise price of $0.39 per share. During Fiscal 1995, the
Company granted stock options for Fiscal 1994 to Mr. Graham with respect to
40,000 shares of Common Stock at an exercise price of $0.37 per share.
During March 1995 all of these stock options were cancelled.
- 4 -
<PAGE>
OPTION GRANTS
The following table sets forth information with respect to individual grants of
options that were made during Fiscal 1996 to each of the Named Executive
Officers and the potential realizable value of these options assuming five
percent and ten percent rates/(1)/ of compound appreciation in the market value
of the Common Stock over the term of the option grants. The table also relates
those values to the gains that would be realized by all holders of Common Stock
if those rates of appreciation were achieved. The Company has never granted
stock appreciation rights.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
INDIVIDUAL GRANTS /(2)/
------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
PERCENT OF ASSUMED ANNUAL RATES OF STOCK
NUMBER OF SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR OPTION TERM
UNDERLYING GRANTED TO EXERCISE -----------------------------------------
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR ($/SH) DATE 5% ($)/(1)/ 10%($)/(1)/
- ---- -------------------- -------------- -------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Rodney L. Blum -- -- -- -- -- --
John F. Biver -- -- -- -- -- --
Dennis J. George -- -- -- -- -- --
Edward T. Graham -- -- -- -- -- --
William P. LeMay 500 0.7% $17.50 1/25/06 $5,505/(3)/ $13,945/(3)/
</TABLE>
______________________
/(1)/ Amounts reflect assumed rates of appreciation set forth in the Securities
and Exchange Commission's executive compensation disclosure rules. Actual
gains, if any, on stock option exercises depend on future performance of
the Company's Common Stock and overall stock market conditions. No
assurance can be given that the amounts reflected in these columns will be
achieved.
/(2)/ Upon a sale of substantially all of the business and assets of the
Company, each outstanding option will become exercisable in full.
/(3)/ The future hypothetical value of one share of Common Stock based on a fair
market value of $17.50 on January 25, 1996, and assumed rates of
appreciation of five percent and ten percent through January 25, 2006,
would be $28.51 and $45.39, respectively.
- 5 -
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
---------------------------------
<TABLE>
<CAPTION>
NO. OF UNEXERCISED
OPTIONS AT JUNE 30, 1995 (#)
----------------------------
NAME EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------
<S> <C> <C>
Rodney L. Blum -- --
John F. Biver -- --
Dennis J. George -- --
Edward T. Graham 15,384 34,616
William P. LeMay 175 3,825
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements ("Executive Employment
Agreements") with each of Rodney L. Blum, John F. Biver and Dennis J. George to
serve as its President and Chief Executive Officer, Vice President-Civil
Division and Vice President, Chief Financial Officer, Secretary and Treasurer,
respectively. Mr. Blum, Mr. Biver and Mr. George (each an "Executive Employee")
received annual salaries of $116,766, $90,376 and $78,208, respectively in
fiscal 1996, and each are entitled to participate in the Company's bonus program
for executive officers. Each Executive Employee's salary is subject to change
as determined by the Compensation Committee of the Board of Directors. None of
the Executive Employment Agreements contain a specified expiration date,
although the Company may terminate each such agreement at any time upon thirty
days' written notice to the Executive Employee, and each Executive Employee may
terminate his respective agreement at any time upon thirty days' written notice
to the Company.
If an Executive Employment Agreement is terminated by virtue of an Executive
Employee's disability, such Executive Employee will be entitled to receive a
lump sum payment equal to one and one-half times the cumulative compensation
payable to him for the twelve months immediately proceeding the effective date
of termination. If an Executive Employment Agreement is terminated by virtue of
an Executive Employee's death, such Executive Employee will be entitled to
receive a lump sum payment equal to two times the cumulative compensation
payable to him for the twelve month period immediately preceding his death. If
an Executive Employment Agreement is terminated for any other reason, other than
for any act of theft, embezzlement, or other documented proof of material
dishonesty, such Executive Employee will be entitled to receive a lump sum
payment equal to two times the cumulative compensation payable to him for the
twelve month period immediately preceding such termination.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
EAGLE POINT'S COMPENSATION PHILOSOPHY
The Company recognizes that the success of its business is based on the
performance of its employees, and that its employees are the Company's primary
asset. With that understanding, the Compensation Committee of the Board of
Directors applies the following operating principles in its duties as
administrator of the compensation of the Company's management and key employees:
- 6 -
<PAGE>
1. Be competitive in all aspects of compensation and consistently
demonstrate a willingness to pay levels of compensation that are
necessary to attract and retain highly qualified executives.
2. Award stock options to executives in order to align management's and
stockholders' interests.
3. Provide variable compensation opportunities based on the financial
performance of the Company -- when objectives are met or exceeded, the
incentive awards can be attractive.
4. Adhere to a compensation strategy that effectively balances short- and
long-term goals of the Company.
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS
The Compensation Committee of the Board, presently comprised of two Outside
Directors, makes executive compensation decisions. In making these decisions,
the Committee considers recommendations made by the Company's senior management
team. Key components of the Company's executive compensation decisions include:
1. Base salary - designed to comprise approximately 60% to 70% of
potential compensation.
2. Cash bonus/stock option awards - designed to help provide a direct
link between executive compensation and the individual's role in
helping the Company attain quarterly and annual performance measures.
The Committee believes this type of executive compensation structure effectively
serves the interests of both the Company and its stockholders. The Committee
also believes the program allows the Company to attract and retain outstanding
executives, and motivate these executives to perform at the highest levels.
CEO COMPENSATION
Mr. Rodney L. Blum has served as the Company's CEO since January 1990. In
Fiscal 1996 Mr. Blum received a salary of $116,766. Mr. Blum's compensation is
substantially related to the Company's performance pursuant to the Company's
bonus program for its executive officers - Mr. Blum is eligible to receive a
bonus payment if certain financial objectives for the Company are met. Mr.
Blum's compensation during Fiscal 1996 reflects the strategic importance of Mr.
Blum to the Company and his anticipated future contributions toward achievement
of the Company's growth objectives.
The foregoing report has been furnished by the Committee.
The Compensation Committee of the Board of Directors
James P. Hickey
Thomas O. Miller
- 7 -
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS
AND PRINCIPAL STOCKHOLDERS
The following table sets forth information as of October 1, 1996 concerning the
beneficial ownership of Common Stock for each Director, the Named Executive
Officers, all Directors and Executive Officers as a group, and each holder of 5%
or more of the Company's Common Stock. Unless otherwise noted, the listed
persons have sole voting and investment power with respect to the shares held in
their names, subject to community property laws if applicable. The table does
not include options which are not exercisable within 60 days.
<TABLE>
<CAPTION>
NUMBER % OF TOTAL
NAME OF OF OUTSTANDING
BENEFICIAL HOLDER SHARES/(1)/ SHARES
- ----------------- -------------- ------------
<S> <C> <C>
John F. Biver* 1,239,816 25.09%
Rodney L. Blum* 953,574 19.30
Dennis J. George* 381,480 7.72
James P. Hickey 5,000/(2)/ --
Thomas O. Miller 3,000/(2)/ --
Edward T. Graham* 16,723/(3)/ --
William P. LeMay* 524/(4)/ --
All Directors and Executive
Officers as a group (7 persons) 2,598,117/(5)/ 52.58
</TABLE>
- -------------------------
/(1)/ Based on the number of shares outstanding at, or acquirable within, 60
days of October 1, 1996.
/(2)/ Includes 3,000 shares which may be acquired under options which are
currently exercisable or which will be exercisable within 60 days of
October 1, 1996.
/(3)/ Includes 15,384 shares which may be acquired under options which are
currently exercisable or which will be exercisable within 60 days of
October 1, 1996.
/(4)/ Includes 175 shares which may be acquired under options which are
currently exercisable or which will be exercisable within 60 days of
October 1, 1996.
/(5)/ Includes 18,559 shares which executive officers and directors have the
right to acquire under options which are currently exercisable or which
will be exercisable within 60 days of October 1, 1996.
* Principal address of such beneficial holder is c/o Eagle Point Software
Corporation, 4131 Westmark Drive, Dubuque, Iowa 52002-2627.
- 8 -
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return since the Common Stock became publicly traded on June 16, 1995 with the
Nasdaq Computer & Data Processing Index (the "Computer Index") and with The
Nasdaq Stock Market - U.S. Index (the "Nasdaq Index"). The comparison is based
on the assumption that $100.00 was invested on June 16, 1995 in each of the
Company's Common Stock, the Computer Index and the Nasdaq Index.
Note: The stock price performance shown below is not necessarily indicative of
future price performance.
COMPARISON OF 12 MONTH CUMULATIVE TOTAL RETURN*
AMONG EAGLE POINT SOFTWARE CORPORATION, THE NASDAQ STOCK MARKET-US INDEX
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX
[GRAPH APPEARS HERE]
*$100 INVESTED ON 6/16/95 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------------------------
<S> <C> <C> <C> <C>
6/16/95 6/30/95 6/30/96
EAGLE POINT SOFTWARE CORPORATION EGPT 100 131 54
NASDAQ STOCK MARKET - US INAS 100 103 132
NASDAQ COMPUTER & DATA PROCESSING INAD 100 104 138
</TABLE>
-9-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
James P. Hickey, an Outside Director of the Company since August 1995, is a
principal of William Blair & Company, L.L.C., an investment banking firm
("William Blair"). William Blair was one of the managing underwriters of the
Company's initial public offering of Common Stock in June 1995. The Company
currently maintains a no-fee money market account with William Blair.
RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTS
The Board of Directors has appointed Deloitte & Touche LLP as independent
accountants of the Company for the fiscal year ending June 30, 1997. If a
majority of the stockholders in attendance at the Annual Meeting, in person or
by proxy, fail to ratify the appointment, the appointment of other independent
accountants will be considered by the Board of Directors. Abstentions will have
the same effect as votes against the proposal. Non-voted shares will not be
considered in attendance for the vote on this proposal. Deloitte & Touche LLP
has audited the Company's financial statements since the fiscal year ended June
30, 1992. Representatives of Deloitte & Touch LLP are expected to be at the
Annual Meeting and will be available to respond to appropriate questions.
Deloitte & Touche LLP will also have the opportunity to make a statement at the
Annual Meeting if they desire to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
APPROVAL OF THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
INDEPENDENT ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,
1997.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's 1997 Annual Meeting of Stockholders must be received by the Company no
later than June 27, 1997. Such proposals may be included in next year's Proxy
Statement if they comply with certain rules and regulations promulgated by the
Securities and Exchange Commission.
COMPLIANCE WITH SECTION 16 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
own more than 10 percent of a registered class of the Company's equity
securities ("Reporting Persons") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Reporting Persons are
required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of such reports and written representations from certain Reporting
Persons, the Company believes that, during Fiscal 1996, its Reporting Persons
complied with all filing requirements applicable to them.
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<PAGE>
ANNUAL REPORT TO STOCKHOLDERS
The Company's 1996 Annual Report for Fiscal 1996 accompanies this Proxy
Statement.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR FISCAL 1996 FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT EXHIBITS, WILL BE PROVIDED
WITHOUT CHARGE TO ANY STOCKHOLDER SUBMITTING A REQUEST THEREFOR TO:
DENNIS J. GEORGE
VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
EAGLE POINT SOFTWARE CORPORATION
4131 WESTMARK DRIVE
DUBUQUE, IOWA 52002-2627
TELEPHONE: (319) 556-8392
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
Annual Meeting, but if any other matters should properly come before the Annual
Meeting, it is intended that the persons named in the accompanying proxy card
will vote on such matters in accordance with their best judgment.
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<PAGE>
PROXY
EAGLE POINT SOFTWARE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 5, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Eagle Point Software Corporation (the
"Company") does hereby acknowledge receipt of Notice of said Annual meeting and
the accompanying Proxy Statement and does hereby constitute and appoint Rodney
L. Blum and Dennis J. George, or either of them, with full power of
substitution, to vote all shares of stock of the Company that the undersigned is
entitled to vote, as fully as the undersigned could do if personally present, at
the Annual Meeting of Stockholders of the Company to be held on Thursday,
December 5, 1996 at 3:00 p.m. (local time) at the Company's corporate
headquarters, 4131 Westmark Drive, Dubuque IA 52002 and at any adjournment
thereof, as follows:
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE TWO NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2 TO APPROVE DELOITTE
& TOUCHE LLP.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
<PAGE>
A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
WITHHOLD
For all nominees AUTHORITY NOMINEES:
listed at right for all nominees listed John F. Biver
James P. Hickey
1. Election [ ] [ ]
of Class II
Directors
(Instructions: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Proposal to approve the appointment
of Deloitte & Touche, LLP as the
independent public accountants of the
Company.
3. As such proxies may in their discretion determine upon such other matters as
may properly come before the meeting.
THIS PROXY SHALL BE VOTED IN ACCORDNCE WITH THE INSTRUCTIONS GIVEN AND, IN THE
ABSENCE OF SUCH INSTRUCTIONS SHALL BE VOTED FOR THE NOMINEES LISTED ABOVE AND IN
FAVOR OF PROPOSAL 2. IF OTHER BUSINESS IS PRESENTED AT SAID METING, THIS PROXY
SHALL BE VOTED ON THOSE MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE
NAMED PROXIES.
You are urged to mark, sign, date and return your proxy card without delay in
the return envelope provided for that purpose which requires no postage if
mailed in the United States.
Signature:
-------------------- --------------------------
(SIGNATURE IF HELD JOINTLY)
Date:________ , 1996
NOTE: When signing the proxy, please take care to have the signature conform to
the stockholder's name as it appears on this side of the proxy. If shares
are registered in the names of two or more persons, each person should
sign. Executors, administrators, trustees and guardians should so
indicate when signing. Corporations and partnerships should sign in their
full corporate or partnership names by a duly authorized person.
