<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant _X_
Filed by a party other than Registrant ____
Check the appropriate box:
__ Preliminary Proxy Statement
_X_ Definitive Proxy Statement
__ Definitive Additional Materials
__ Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
THE VANTIVE CORPORATION
(Name of Registrant as Specified In Its Charter)
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:(1)
--------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
____ 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:
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<PAGE> 2
THE VANTIVE CORPORATION
2455 AUGUSTINE DRIVE
SANTA CLARA, CA 95054
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 1998
To the Stockholders of The Vantive Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Vantive Corporation (the "Company") will be held on Tuesday, May 5, 1998, at
6:00 p.m. at The Santa Clara TechMart at 5201 Great America Parkway, Santa
Clara, California, for the following purposes:
1. To elect six (6) members of the Board of Directors to hold
office until the 1999 Annual Meeting of Stockholders and until
their respective successors are elected and qualified.
2. To consider and vote upon a proposal to amend the Company's
1991 Stock Option Plan to (i) increase the maximum aggregate
number of shares of the Company's Common Stock issuable
thereunder by 1,200,000 shares;
3. To vote upon a proposal to ratify the appointment of Arthur
Andersen LLP as the Company's independent public accountants
for the year ending December 31, 1998.
4. To transact such other business as may properly come before
the meeting.
Stockholders of record at the close of business on March 16, 1998 are
entitled to notice of, and to vote at, this meeting and any adjournments
thereof. For ten days prior to the meeting, a complete list of the stockholders
entitled to vote at the meeting will be available for examination by any
stockholder for any purpose relating to the meeting during ordinary business
hours at the principal office of The Vantive Corporation.
By Order of the Board of Directors
KATHLEEN A. MURPHY
Secretary
Santa Clara, California
April 5, 1998
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. PROXIES ARE REVOCABLE, AND
ANY STOCKHOLDER MAY WITHDRAW HIS PROXY AND VOTE IN PERSON AT THE MEETING.
<PAGE> 3
THE VANTIVE CORPORATION
2455 AUGUSTINE DRIVE
SANTA CLARA, CA 95054
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
APRIL 5, 1998
The accompanying proxy is solicited by the Board of Directors of The
Vantive Corporation, a Delaware corporation (the "Company"), for use at the 1998
Annual Meeting of Stockholders to be held May 5, 1998, or any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting. The date of this Proxy Statement is April 5, 1998, the approximate date
on which this Proxy Statement and the accompanying form of proxy were first sent
or given to stockholders.
GENERAL INFORMATION
Annual Report. An annual report for the year ended December 31, 1997,
is enclosed with this Proxy Statement.
Voting Securities. Only stockholders of record as of the close of
business on March 16, 1998 will be entitled to vote at the meeting and any
adjournment thereof. As of that date, there were 25,451,083 shares of Common
Stock of the Company, par value $0.001 per share, issued and outstanding.
Stockholders may vote in person or by proxy. Each holder of shares of Common
Stock is entitled to one vote for each share of stock held on the proposals
presented in this Proxy Statement. The Company's bylaws provide that a majority
of all of the shares of the stock entitled to vote, whether present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at the meeting.
Solicitation of Proxies. The cost of soliciting proxies will be borne
by the Company. In addition to soliciting stockholders by mail and through its
regular employees, the Company may request banks and brokers, and other
custodians, nominees and fiduciaries, to solicit their customers who have stock
of the Company registered in the names of such persons and will reimburse them
for their reasonable, out-of-pocket costs. The Company may use the services of
its officers, directors, and others to solicit proxies, personally or by
telephone, without additional compensation.
Voting of Proxies. All valid proxies received prior to the meeting will
be voted. All shares represented by a proxy will be voted, and where a
stockholder specifies by means of the proxy a choice with respect to any matter
to be acted upon, the shares will be voted in accordance with the specification
so made. If no choice is indicated on the proxy, the shares will be voted in
favor of the proposal. A stockholder giving a proxy has the power to revoke his
or her proxy, at any time prior to the time it is voted, by delivery to the
Secretary of the Company of a written instrument revoking the proxy or a duly
executed proxy with a later date, or by attending the meeting and voting in
person.
1
<PAGE> 4
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of January 18,
1998, with respect to the beneficial ownership of the Company's Common Stock by
(i) each director and director-nominee of the Company, (ii) the Chief Executive
Officer, the four other highest compensated executive officers of the Company
whose salary and bonus for the year ended December 31, 1997 exceeded $100,000,
(iii) all directors and executive officers of the Company as a group and (iv)
each person known by the Company to own more than 5% of the Company's Common
Stock.
<TABLE>
<CAPTION>
SHARES OWNED (1)
--------------------------------
NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE OF
BENEFICIAL OWNERS CLASS
----------------- -------------
DIRECTORS AND EXECUTIVE OFFICERS
<S> <C> <C>
John R. Luongo (2) ............................ 1,594,500 6.3
William H. Davidow (3) ........................ 152,773 *
c/o Mohr, Davidow Ventures
3000 Sand Hill Road
Bldg. 1, Suite 240
Menlo Park, CA 94025
Peter A. Roshko (4) ........................... 32,123 *
c/o Granite Investment
735 Montgomery Street, Suite 400
San Francisco, CA 94111
Kevin G. Hall (5) ............................. 29,208 *
c/o Norwest Equity Partners
3000 Sand Hill Road
Bldg. 3, Suite 105
Menlo Park, CA 94025
Aneel Bhusri (6) .............................. 11,375 *
c/o PeopleSoft, Inc.
4440 Rosewood Drive
Pleasanton, CA 94588
Raymond L. Ocampo Jr. (7) ..................... 8,125 *
John M. Jack (8) .............................. 302,893 1.2
Kathleen A. Murphy (9). ....................... 246,460 *
Christopher W. Lochhead (10) .................. 228,750 *
Garry Hallee (11) ............................. 164,941 *
All directors and executive officers as a group
(13 persons) (12) ........................... 3,170,637 12.5
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C> <C>
5% STOCKHOLDERS
Amerindo Investment Advisors, Inc. (13)....... 4,325,700 17.8
One Embarcadero Center
San Francisco, CA 94111
Putnam Investments, Inc. (14).................. 3,528,897 14.0
One Post Office Square
Boston, MA 012109
</TABLE>
* Represents less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options or warrants held by
that person that are currently exercisable, or become exercisable
within 60 days following January 18, 1998, are deemed outstanding.
However, such shares are not deemed outstanding for purposes of
computing the percentage ownership of any other person. All options
held by the individuals named in the table are immediately exercisable,
subject to a right of repurchase in favor of the Company for all
exercised unvested shares. Unless otherwise indicated in the footnotes
to this table, the persons and entities named in the table have sole
voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where
applicable. Unless otherwise indicated in the table, the individuals
named in the table may be contacted c/o The Vantive Corporation, 2455
Augustine Drive, Santa Clara, CA 95054.
(2) Mr. Luongo is President, Chief Executive Officer and a director of the
Company. Includes 210,000 shares subject to options exercisable within
60 days of January 18, 1998. Of the shares indicated as owned by Mr.
Luongo, 120,063 shares were subject to a right of repurchase in favor
of the Company as of January 18, 1998.
(3) Mr. Davidow is a director of the Company. Includes 149,995 shares held
by The Davidow Family Trust dated 7/26/91 of which Mr Davidow is a
trustee. Mr. Davidow disclaims beneficial ownership of all such shares.
Also includes 2,778 shares subject to options exercisable within 60
days of January 18, 1998.
(4) Mr. Roshko is a director of the Company. Includes 13,750 shares subject
to options exercisable within 60 days of January 18, 1998.
(5) Mr. Hall is a director of the Company. Includes 13,750 shares subject
to options exercisable within 60 days of January 18, 1998.
(6) Mr. Bhusri is a director of the Company. Includes 9,375 shares subject
to options exercisable within 60 days of January 18, 1998.
(7) Mr. Ocampo is a director of the Company. Includes 8,125 shares subject
to options exercisable within 60 days of January 18, 1998.
(8) Mr. Jack is Chief Operating Officer of the Company. Includes 301,000
shares subject to options exercisable within 60 days of January 18,
1997. Of the shares indicated as owned by Mr. Jack, 174,917 shares were
subject to a right of repurchase in favor of the Company as of January
18, 1998.
(9) Ms. Murphy is Chief Financial Officer and Secretary of the Company.
Includes 223,656 shares subject to options exercisable within 60 days
of January 18, 1998. Of the shares indicated as owned by Ms. Murphy,
127,405 shares were subject to a right of repurchase in favor of the
Company as of January 18, 1998.
(10) Mr. Lochhead is Executive Vice President of Strategic Marketing of the
Company. Represents 225,000 shares subject to options exercisable
within 60 days of January 18, 1998. Of the shares indicated as owned by
Mr. Lochhead, 129,167 shares were subject to a right of repurchase in
favor of the Company as of January 18, 1998.
3
<PAGE> 6
(11) Mr. Hallee is Executive Vice President of Engineering of the Company.
Includes 164,500 shares subject to options exercisable within 60 days
of January 18, 1998. Of the shares indicated as owned by Mr. Hallee,
130,687 shares were subject to a right of repurchase in favor of the
Company as of January 18, 1998.
(12) See Notes (2) through (11). Includes 1,306,124 shares subject to
options exercisable within 60 days of January 18, 1998. Of the shares
indicated as owned by these stockholders, 741,989 shares are subject to
a right of repurchase in favor of the Company as of January 18, 1998.
(13) Reflects the ownership of Amerindo Investment Advisors, Inc., a
California corporation ("Amerindo"), Amerindo Investment Advisors,
Inc., a Panama corporation ("Amerindo Panama"), the Amerindo Investment
Advisors, Inc. Profit Sharing Trust (the "Plan"), the Amerindo Advisors
(UK) Limited Retirements Benefits Scheme ("Retirement Benefits
Scheme"), Alberto Vilar, Gary A. Tanaka, James P.F. Stableford and
Renata Le Port. Each of Amerindo, Amerindo Panama, the Plan, Retirement
Benefits Scheme, Messrs. Vilar, Tanaka, Stableford and Ms. Le Port
disaffirms membership in any group under Rule 13D(A)(5) of the
Securities Exchange Act of 1934.
(14) Putnam Investments, Inc., which is a wholly-owned subsidiary of Marsh &
McLennan Companies, Inc., wholly owns two registered investments
advisers: Putnam Investment Management, Inc., which is the investment
adviser to the Management, Inc., which is the investment adviser to the
Putnam family of mutual funds and the Putnam Advisory Company, Inc.,
which is the investment adviser to Putnam's institutional clients. Both
subsidiaries have dispository power over the shares as investment
managers, but each of the mutual fund's trustees have voting power over
the shares held by each fund, and the Putnam Advisory Company, Inc. has
shared voting power over the shares held by the institutional clients.
4
<PAGE> 7
ELECTION OF DIRECTORS
Six (6) directors, constituting the Company's full Board, are to be
elected at the Annual Meeting. If elected, the nominees will serve as directors
until the Company's Annual Meeting of Stockholders in 1999, and until their
successors are elected and qualified.
Management's nominees for election to the Board of Directors and
certain information with respect to their age and background are set forth
below. Management knows of no reason why any nominee should be unable or
unwilling to serve. However, if any nominee(s) should for any reason be unable
or unwilling to serve, the proxies will be voted for such substitute nominees as
management may designate.
If a quorum is present and voting, the nominees for directors receiving
the highest number of votes will be elected as directors. Abstentions and shares
held by brokers that are present, but not voted because the brokers were
prohibited from exercising discretionary authority, i.e., "broker non-votes,"
will be counted as present for purposes of determining if a quorum is present.
<TABLE>
<CAPTION>
DIRECTOR
NAME POSITION WITH THE COMPANY AGE SINCE
- ---- ------------------------- --- -----
<S> <C> <C> <C>
John R. Luongo President, Chief Executive Officer 48 1993
and Director
Aneel Bhusri Director 32 1996
William H. Davidow Director 62 1991
Kevin G. Hall Director 39 1994
Raymond L. Ocampo Jr. Director 45 1997
Peter A. Roshko Director 39 1991
</TABLE>
John R. Luongo has been President, Chief Executive Officer and a
director of the Company since June 1993. He was an independent consultant from
November 1992 to June 1993, President, Chief Executive Officer and Chairman of
the Board of Trifox, Inc., a software company, from September 1991 to November
1992, Senior Consultant at Merrill, Pickard, Andersen and Eyre, a venture
capital firm, from September 1990 to June 1991 and Senior Vice President
International Division, at Oracle Corporation from July 1982 to July 1990.
Aneel Bhusri has served as a director of the Company since December
1996. He served in several capacities with PeopleSoft, Inc. since August 1993,
currently as its Senior Vice President of Product Strategy. From June 1992 to
March 1993, Mr. Bhusri served as an associate at Norwest Venture Capital. From
1988 to 1991, he was a financial analyst in Morgan Stanley's Corporate Finance
Department.
William H. Davidow has served as a director of the Company since July
1991. He has been a General Partner at Mohr, Davidow Ventures since May 1985.
From 1973 to 1985, he held a number of management
5
<PAGE> 8
positions at Intel Corporation, including Senior Vice President of Marketing and
Sales. He also serves as Chairman of the Board of Rambus, Inc. and is a director
of Power Integrations, Inc. and several private companies.
Kevin G. Hall has served as a director of the Company since May 1994.
He has served as a General Partner of Norwest Equity Partners, IV since August
1993. Prior to his relationship with Norwest Equity Partners, IV, he served as a
principal in Brentwood Associates, a venture capital firm, from June 1988 to
August 1993.
Raymond L. Ocampo Jr. has served as a director of the Company since
January 1997. He is the Executive Director of the Berkeley Center for Law &
Technology and currently serves as a mediator and arbitrator, mostly in cases
involving software, the Internet and related computer technologies. He served in
several capacities with Oracle Corporation from July 1986 to November 1996,
primarily and most recently as its Senior Vice President, General Counsel and
Corporate Secretary. He is a member of the board of KQED, the Bay Area public
television affiliate, and several other nonprofit organizations and private
companies.
Peter A. Roshko has served as a director of the Company since July
1991. Mr. Roshko co-founded and has been a co-Member of Granite Investments, an
investment company, since August 1995. From December 1993 to August 1995, Mr.
Roshko was a General Partner at Cottonwood Ventures, a venture capital firm.
From June 1993 to December 1993, Mr. Roshko was an independent investor and
consultant in the venture capital industry. Mr. Roshko was a General Partner at
Mohr, Davidow Ventures from March 1987 to June 1993.
BOARD MEETINGS
During 1997, the Board held eight meetings. No incumbent director
attended fewer than 75% of such meetings of the Board and the Committees on
which he serves.
The Company has an Audit Committee, a Compensation Committee and
Nominating Committee.
The Audit Committee's function is to review with the Company's
independent accountants and management the annual financial statements and
independent accountants' opinion, review the scope and results of the
examination of the Company's financial statements by the independent
accountants, approve all professional services and related fees performed by the
independent accountants, recommend the retention of the independent accountants
to the Board, subject to ratification by the stockholders, and periodically
review the Company's accounting policies and internal accounting and financial
controls. During 1997 the members of the Audit Committee were Mr. Davidow and
Roger Sippl, a former director. During 1997, the Audit Committee held two
meetings.
The Compensation Committee's function is to review and establish salary
levels for executive officers, including the Chief Executive Officer, and
certain other management employees and to grant stock options. The members of
the Compensation Committee are Messrs. Hall, Ocampo and Roshko. During 1997, the
Compensation Committee held three meetings. For additional information
concerning the Compensation Committee, see "Compensation Committee Report On
Executive Compensation."
The Nominating Committee's function is to select new members to fill
vacancies on the Board occurring between stockholder meetings and to determine
which candidates will be presented to the stockholders as nominees for election,
subject to approval by the Board. The members of the Nominating Committee are
Messrs. Davidow and Luongo. During 1997, the Nominating Committee did not meet.
6
<PAGE> 9
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information concerning the compensation
of the Chief Executive Officer of the Company and the four other most highly
compensated executive officers of the Company as of December 31, 1997 whose
total salary and bonus for 1997 exceeded $100,000, for services in all
capacities to the Company, during 1997, 1996 and 1995:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
Compensation
--------------------------------- Awards
Name and Principal Position Year Salary Bonus Options (Shares)
- ----------------------------------------- ---- -------- ------- ----------------
<S> <C> <C> <C> <C>
John R. Luongo .......................... 1997 $290,114 $ -- 60,000
President and Chief Executive Officer 1996 $180,452 $ -- 100,000
1995 $180,000 $ -- 124,500
John M. Jack (1) ........................ 1997 $130,000 $255,562 60,000
Chief Operating Officer 1996 $130,000 $328,161 34,000
1995 $ 86,667 $159,843 326,000
Kathleen A. Murphy (2) .................. 1997 $150,000 $ 28,800 7,100
Chief Financial Officer and 1996 $143,045 $ 35,000 12,800
Secretary 1995 $ 56,167 $ 5,000 285,200
Christopher W. Lochhead (3) ............. 1997 $150,000 $142,500 0
Executive Vice President of 1996 $ 83,370 $ 75,000 240,000
Strategic Marketing
Garry Hallee (4) ........................ 1997 $150,000 $ 57,300 64,500
Executive Vice President, 1996 $ 25,577 $ 12,500 100,000
Research and Development
</TABLE>
(1) Mr. Jack joined the Company in May 1995.
(2) Ms. Murphy joined the Company in August 1995.
(3) Mr. Lochhead joined the Company in June 1996.
(4) Mr. Hallee joined the Company in October 1996.
7
<PAGE> 10
The following table provides the specified information concerning
grants of options to purchase the Company's Common Stock made during 1997 to the
persons named in the Summary Compensation Table:
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
% of Total Rates of Stock Price
Options Appreciation for Option
Options Granted to Exercise Term(1)
Granted Employees in Price Expiration ----------------------------
Name (Shares)(2) Fiscal Year ($/Sh)(2) Date 5% ($) 10% ($)
- ----------------------- ----------- ------------ -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
John R. Luongo 60,000 2.8 $ 22.50 3/04/07 $849,008 $2,151,552
John M. Jack 60,000 2.8 $ 22.50 3/04/07 $849,008 $2,151,552
Kathleen A. Murphy 2,600 * $ 32.25 1/22/07 $ 53,142 $ 134,671
1,500 $ 22.25 3/05/07 $ 20,989 $ 53,191
1,000 $26.375 6/25/07 $ 16,587 $ 42,035
1,000 $ 25.25 10/29/07 $ 15,880 $ 40,242
Christopher W. Lochhead 0 * -- -- -- --
Garry Hallee 1,500 3.0 $ 22.25 3/05/07 $ 20,989 $ 53,191
20,000 $ 22.25 3/05/07 $279,858 $ 709,215
1,000 $26.375 6/25/07 $ 16,587 $ 42,035
1,000 $ 25.25 10/29/07 $ 15,880 $ 40,242
40,000 $ 25.25 10/29/07 $635,184 $1,609,680
</TABLE>
* Less than 1%.
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The
assumed 5% and 10% rates of stock price appreciation are mandated by
rules of the Securities and Exchange Commission and do not represent
the Company's estimate or projection of the future Common Stock price.
This table does not take into account any appreciation in the price of
the Common Stock to date.
(2) All options granted in 1997 were granted under the Company's 1991 Stock
Option Plan (the "Option Plan"). Under such Option Plan, the Board of
Directors retains discretion to modify the terms, including the price,
of outstanding options. Options granted under the Option Plan are
immediately exercisable, subject to a right of repurchase in favor of
the Company for all exercised unvested shares. All options were granted
at fair market value as determined by the Board of Directors of the
Company on the date of grant. See also "Management--Termination and
Change of Control Arrangements."
8
<PAGE> 11
The following table provides the specified information concerning
exercises of options to purchase the Company's Common Stock in 1997, and
unexercised options held as of December 31, 1997, by the persons named in the
Summary Compensation Table:
AGGREGATE OPTION EXERCISES IN 1997
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised Options In-the-Money Options at
at 12/31/97 12/31/97(1)
----------------------------- ----------------------------
Shares
Acquired on Value
Name Exercise Realized(2) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John R. Luongo ........ -- -- 87,387 122,613 $1,338,259 $1,364,241
John M. Jack .......... 89,000 $2,180,500 117,333 183,667 $2,360,511 $3,142,739
Kathleen A. Murphy .... 39,222 $ 898,495 95,953 127,703 $1,910,355 $2,445,357
Christopher W. Lochhead 15,000 $ 274,969 90,000 135,000 $1,125,000 $1,687,500
Garry Hallee .......... -- -- 33,365 131,135 $ 12,095 $ 52,405
</TABLE>
(1) Calculated on the basis of the fair market value of the underlying
securities at December 31, 1997 of $25.25 per share, as reported by the
NASDAQ National Market, minus the aggregate exercise price.
(2) "Value Realized" represents the fair market value of the underlying
securities on the exercise date minus the aggregate exercise price of
such options.
TERMINATION AND CHANGE OF CONTROL ARRANGEMENTS
The Option Plan provides that, in the event of (i) a sale or exchange
by the stockholders of all or substantially all of the Company's voting stock or
certain mergers or consolidations to which the Company is a party in which the
stockholders of the Company do not retain beneficial ownership of at least a
majority of the voting stock of the Company or its successor, (ii) the sale,
exchange or transfer of all or substantially all of the assets of the Company
other than to one or more subsidiary corporations, or (iii) a liquidation or
dissolution of the Company, the Board of Directors of the Company may provide
for the acquiring or successor corporation to assume or substitute new options
for the options outstanding under the Option Plan. To the extent that the
options outstanding under the Option Plan are not assumed, substituted for, or
exercised prior to such event, they will terminate. In addition, the Company has
agreed with each of John R. Luongo, John M. Jack, Kathleen A. Murphy, Garry
Hallee and Christopher W. Lochhead that each will be credited with 12 months of
service for purposes of option vesting in the event of any change in control of
the Company.
DIRECTOR COMPENSATION
Directors receive $1,500 per month for their services as members of the
Board of Directors and they are reimbursed for their expenses in attending Board
and committee meetings. In addition, each director who is not a member of
management will receive stock options to purchase 10,000 shares of Common Stock
pursuant to the 1995 Outside Directors Stock Option Plan (the "Directors Plan")
upon the anniversary of the initial grant to such director under the Directors
Plan.
9
<PAGE> 12
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 executive officers, directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms filed by such person.
Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that all filing requirements applicable to the Company's executive
officers, directors and greater than 10% stockholders were complied with except
for one open market purchase of stock by Mr. Hall which was reported late.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
In 1997, the Compensation Committee (the "Committee") was composed of
Messrs. Hall and Roshko and Ocampo. Each of these individuals is a non-employee
member of the Company's Board of Directors. The Committee is responsible for
setting and administering policies governing compensation of executive officers.
For all executive officers, the Committee reviews the performance and
compensation levels, including option grants under the Company's 1991 Stock
Option Plan.
COMPENSATION POLICIES GENERALLY.
The goals of the Company's executive officer compensation policies are
to attract, retain and reward executive officers who contribute to the Company's
success, to align executive officer compensation with the Company's performance
and to motivate executive officers to achieve the Company's business objectives.
The Company uses salary, executive officer bonuses and stock options to achieve
these goals. The Committee reviews compensation surveys and other data to enable
the Committee to compare the Company's compensation package with that of
similarly-sized high technology companies in the Company's geographic area.
SALARY. Base salaries of executive officers other than for Mr. John
Luongo, the Company's President and Chief Executive Officer, are reviewed
annually by Mr. Luongo, and adjustments are made, based on individual executive
officer performance, scope of responsibilities and levels paid by
similarly-sized high technology companies in the Company's geographic area.
BONUSES. The Compensation Committee believes that cash
performance-based compensation incentives build stockholder value and align the
interests of executive officers with the stockholders. In 1997, each of the
Company's executive officers developed goals and objectives for the year in
consultation with Mr. Luongo. Mr. Luongo recommended a cash bonus compensation
structure for each such executive officer based on the individual's overall
performance, attainment of the predetermined financial and other goals and the
Company's performance, and, in the case of Mr. Jack, the Committee reviewed and
approved such bonus.
STOCK OPTIONS. The Committee strongly believes that equity ownership by
executive officers provides incentives to build stockholder value and align the
interests of executive officers with the stockholders. The size of an initial
option grant to an executive officer has generally been determined with
reference to similarly-sized high technology companies in the Company's
geographic area for similar positions, the responsibilities and future
contributions of the executive officer, as well as recruitment considerations.
For subsequent option grants, options have been granted to each executive
officer on a quarterly basis primarily based on attainment of predetermined
financial and other goals.
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<PAGE> 13
In addition, the Company has entered into agreements with each of Mr.
Jack, Ms. Murphy, Mr. Hallee and Mr. Lochhead which provide that, upon a change
in control (as defined in the agreement), these executive officers will be
entitled to an acceleration by twelve months of the vesting of any then
exercisable stock options previously granted under the Company's stock option
plan. The Committee believes the agreements are appropriate because they would
allow these executive officers to implement a change in control without being
distracted by concerns over the loss of their personal livelihood. This would
provide the Company the strongest possible negotiating team and help the Company
to make a successful transition. See "Termination and Change of Control
Agreements."
CHIEF EXECUTIVE OFFICER COMPENSATION.
The Compensation Committee annually reviews the performance and
compensation of Mr. Luongo. Mr. Luongo has served as the Company's President and
Chief Executive Officer since June 1993. The compensation of Mr. Luongo is based
upon the same criteria outlined above for the other executive officers of the
Company. While the Chief Executive Officer makes recommendations about the
compensation levels, goals and performance of the other executive officers, the
Compensation Committee sets Mr. Luongo's compensation. In 1997, Mr. Luongo was
given a salary increase of approximately 60% from his 1996 base salary, which
had not increased materially from 1995 to 1996, and is intended to adjust Mr.
Luongo's base salary to be more in line with industry norms. In 1997, the
Committee awarded Mr. Luongo with a bonus in the form of options to purchase
60,000 shares of the Company's common stock to strengthen the alignment of the
interests of Mr. Luongo with its stockholders.
Upon a change in control (as defined in the agreement), Mr. Luongo will
be entitled to an acceleration by twelve months of the vesting of any then
exercisable stock options previously granted to Mr. Luongo under the Company's
stock option plan. The Committee believes the agreement is appropriate for the
reasons stated above. See "Termination and Change of Control Agreements."
COMPENSATION COMMITTEE
Kevin G. Hall
Raymond L. Ocampo Jr.
Peter Roshko
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<PAGE> 14
COMPARISON OF STOCKHOLDER RETURN
Set forth below is a line graph comparing the annual percentage change
in the cumulative total return on the Company's Common Stock with the cumulative
total return of the Nasdaq Stock Market Index (U.S. companies only) and the
NASDAQ Computer & Data Processing Stocks Index for the period commencing on
August 15, 1995, the first day of trading following the date of the Company's
initial public offering, and ending on December 31, 1997.
COMPARISON OF CUMULATIVE TOTAL RETURN
FROM AUGUST 15, 1995 THROUGH DECEMBER 31,
1997(1):
THE VANTIVE CORPORATION, NASDAQ STOCK MARKET - U.S. INDEX,
NASDAQ COMPUTER & DATA PROCESSING STOCKS INDEX
[GRAPH]
<TABLE>
<CAPTION>
August 15, December 31, December 31, December 31,
1995 1995 1996 1997
<S> <C> <C> <C> <C>
The Vantive Corporation $100.00 $187.59 $520.83 $420.83
Nasdaq Computer & Data Processing Stocks Index $100.00 $104.49 $128.85 $158.42
Nasdaq Stock Market - U.S. Index $100.00 $104.27 $128.30 $157.41
</TABLE>
- --------------------
(1) Assumes that $100.00 was invested on August 15, 1995 in the Company's
Common Stock and each index. Stockholder returns over the indicated
period should not be considered indicative of future stockholder
returns.
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<PAGE> 15
PROPOSAL TO AMEND THE 1991 STOCK OPTION PLAN
The Board of Directors and the stockholders approved the adoption of
the 1991 Stock Option Plan (the "Option Plan") in October 1991 and October 1992,
respectively. Amendments to the Option Plan have been adopted by the Board and
approved by the stockholders from time to time. As of February 28, 1998, the
maximum number of shares of the Common Stock of the Company which may be issued
upon the exercise of options granted pursuant to the Option Plan is 8,200,000,
of which 4,106,145 shares were outstanding and 369,345 shares remained available
for future stock option grants. The Board of Directors has amended the Option
Plan, subject to stockholder approval to increase by 1,200,000 the maximum
aggregate number of shares of the Common Stock of the Company that may be issued
thereunder.
The Board of Directors believes that approval of the amendment to the
Option Plan is in the best interests of the Company and its stockholders because
the availability of an adequate number of shares reserved for issuance under the
Option Plan and the ability to grant stock options is an important factor in
attracting, motivating and retaining qualified personnel essential to the
success of the Company. Consequently, the Company grants options to each
employee and each employee is eligible for an additional annual grant, based on
his or her performance. The Company has experienced substantial growth in 1996
and 1997 with revenues growing from $64,274,000 in 1996 to $117,346,000 in 1997.
This has required significant growth in the number of full-time employees, which
increased from 254 at December 31, 1996 to 451 at December 31, 1997, and
resulted in options to purchase an aggregate of 1,690,085 shares being granted
during 1997. The Company also believes that ensuring the availability of an
adequate number of options will be important if the Company undertakes
acquisitions that involve the retention of employees of the acquired business,
as occurred during 1997 when the Company acquired Innovative Computer Concepts,
Inc.
As of February 28, 1998, there were 369,345 shares of Common Stock
available for future grants under the Option Plan.
SUMMARY OF THE PROVISIONS OF THE OPTION PLAN AS AMENDED
The following summary of the Option Plan as amended is qualified in its
entirety by the specific language of the Option Plan, a copy of which is
available to any stockholder upon request.
General. The Option Plan provides for the grant to employees of
incentive stock options within the meaning of section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the grant to employees and
consultants of nonstatutory stock options. Currently, a maximum of 8,200,000 of
the authorized but unissued shares or treasury shares of the Common Stock of the
Company may be issued upon the exercise of options granted pursuant to the
Option Plan. The Board has amended the Option Plan, subject to stockholder
approval, to increase the number of shares issuable thereunder by 1,200,000
shares. In the event of any stock dividend, stock split, reverse stock split,
recapitalization, combination, reclassification, or like change in the capital
structure of the Company, appropriate adjustments will be made to the shares
subject to the Option Plan, to the Option Limit and to outstanding options. To
the extent any outstanding option under the Option Plan expires or terminates
prior to exercise in full or if shares issued upon exercise of an option are
repurchased by the Company, the shares of Common Stock for which such option is
not exercised or the repurchased shares are returned to the Option Plan and
become available for future grant. The Company intends that compensation related
to options granted under the Option Plan qualifies for the "performance-based
compensation" exemption under Section 162(m) of the Code. Section 162(m)
generally limits the deductibility by the Company for federal income tax
purposes of compensation paid to certain executive officers.
Administration. The Option Plan is administered by the Board or a duly
appointed committee of the Board. With respect to the participation of
individuals who are subject to Section 16 of the Securities Exchange Act of 1934
(the "Exchange Act"), the Option Plan must be administered in compliance with
the requirements of Rule 16b-3 under the Exchange Act. Subject to the provisions
of the Option Plan, the Board or the committee determines the persons to whom
options are to be granted, the number of shares to be covered by each option,
whether an option is
13
<PAGE> 16
to be an incentive stock option or a nonstatutory stock option, the terms of
vesting and exercisability of each option, the type of consideration to be paid
to the Company upon exercise of an option, the term of each option, and all
other terms and conditions of the options. The Board or committee will interpret
the Option Plan and options granted under the Option Plan, and all
determinations of the Board or committee will be final and binding on all
persons having an interest in the Option Plan or any option.
Eligibility. All employees (including officers and directors who are
also employees), consultants, advisors or other independent contractors of the
Company or of any present or future parent or subsidiary corporations of the
Company are eligible to participate in the Option Plan. As of December 31, 1997,
the Company had approximately 451 full-time employees, including eight executive
officers, and 48 full-time equivalent consultants. Only employees may be granted
incentive stock options. Consultants, advisors, and other independent
contractors may only be granted nonstatutory stock options.
Terms and Conditions of Options. Each option granted under the Option
Plan is evidenced by a written agreement between the Company and the optionee
specifying the number of shares subject to the option and the other terms and
conditions of the option, consistent with the requirements of the Option Plan.
The per share exercise price of an option must equal at least the fair market
value of a share of the Company's Common Stock on the date of grant. The per
share exercise price of any option granted to a person who at the time of grant
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary corporation of the
Company must be at least 110% of the fair market value of a share of the
Company's Common Stock on the date of grant, and the term of any such option
cannot exceed five years.
Generally, options may be exercised by payment of the exercise price in
cash, by check, or in cash equivalent, by tender of shares of the Company's
Common Stock owned by the optionee having a fair market value not less than the
exercise price, by the assignment of the proceeds of a sale of some or all of
the shares of Common Stock being acquired upon the exercise of the option, or by
any combination of these. However, the Board or committee may restrict the forms
of payment permitted in connection with any option grant or may grant options
permitting payment of the exercise price with a recourse promissory note.
Options granted under the Option Plan will become exercisable and
vested at such times as specified by the Board or committee. Generally, options
granted under the Option Plan are exercisable on and after the date of grant,
subject to the right of the Company to reacquire at the optionee's exercise
price any unvested shares held by the optionee upon termination of employment or
service with the Company or if the optionee attempts to transfer any unvested
shares. Shares subject to options generally vest in installments subject to the
optionee's continued employment or service. The maximum term of options granted
under the Option Plan is ten years. Options are nontransferable by the optionee
other than by will or by the laws of descent and distribution, and are
exercisable during the optionee's lifetime only by the optionee.
Transfer of Control. A "Transfer of Control" will be deemed to occur
upon any of the following events in which the stockholders of the Company do not
retain, directly or indirectly, at least a majority of the beneficial interest
in the voting stock of the Company or its successor: (i) the direct or indirect
sale or exchange by the stockholders of the Company of all or substantially all
of the stock of the Company, (ii) a merger in which the Company is a party or
(iii) the sale, exchange or transfer of all or substantially all of the assets
of the Company. If a Transfer of Control occurs, the surviving, continuing
successor, or purchasing corporation or parent corporation thereof (the
"Acquiring Corporation") will either assume outstanding options or substitute
options for the Acquiring Corporation's stock for the outstanding options.
However, if the Acquiring Corporation elects not to assume or substitute for
outstanding options in connection with a merger described in clause (ii) above,
the Company's Board will provide that any unexercisable and/or unvested portion
of the outstanding options will be immediately exercisable and vested. Any
options which are neither assumed or substituted for by the Acquiring
Corporation nor exercised as of the date of the Transfer of Control will
terminate effective as of such date.
Termination or Amendment. Unless sooner terminated, no options may be
granted under the Option Plan after October 2001. The Board or committee may
terminate or amend the Option Plan at any time, but, without stockholder
approval, the Board may not amend the Option Plan to increase the total number
of shares of Common Stock reserved for issuance thereunder, change the class of
persons eligible to receive options, or expand the class
14
<PAGE> 17
of persons eligible to receive nonstatutory stock options. No amendment may
adversely affect an outstanding option without the consent of the optionee,
unless the amendment is intended to preserve the option's status as an incentive
stock option.
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES OF THE OPTION PLAN
The following summary is intended only as a general guide as to the
United States federal income tax consequences under current law with respect to
participation in the Option Plan and does not attempt to describe all possible
federal or other tax consequences of such participation. Furthermore, the tax
consequences of options are complex and subject to change, and a taxpayer's
particular situation may be such that some variation of the described rules is
applicable. Optionees should consult their own tax advisors prior to the
exercise of any option and prior to the disposition of any shares of Common
Stock acquired upon the exercise of an option.
Incentive Stock Options. Options designated as incentive stock options
are intended to fall within the provisions of section 422 of the Code. An
optionee recognizes no taxable income for regular income tax purposes as the
result of the grant or exercise of such an option.
For optionees who do not dispose of their shares for two years
following the date the option was granted nor within one year following the
exercise of the option, the gain on sale of the shares (which is the difference
between the sale price and the purchase price of the shares) will be taxed as
long-term capital gain. If an optionee satisfies such holding periods upon a
sale of the shares, the Company will not be entitled to any deduction for
federal income tax purposes. If an optionee disposes of shares within two years
after the date of grant or within one year from the date of exercise (a
"disqualifying disposition"), the difference between the fair market value of
the shares on the determination date (see discussion under "Nonstatutory Stock
Options" below) and the option exercise price (not to exceed the gain realized
on the sale if the disposition is a transaction with respect to which a loss, if
sustained, would be recognized) will be taxed as ordinary income at the time of
disposition. Any gain in excess of that amount will be a capital gain. If a loss
is recognized, there will be no ordinary income, and such loss will he a capital
loss. A capital gain or loss will be long-term if the optionee's holding period
is more than 12 months. Any ordinary income recognized by the optionee upon the
disposition of the shares should be deductible by the Company for federal income
tax purposes, except to the extent such deduction is limited by Section 162(m)
of the Code.
The difference between the option exercise price and the fair market
value of the shares on the determination date of an incentive stock option (see
discussion under "Nonstatutory Stock Options" below) is an adjustment in
computing the optionee's alternative minimum taxable income and may be subject
to an alternative minimum tax which is paid if such tax exceeds the regular tax
for the year. Special rules may apply with respect to certain subsequent sales
of the shares in a disqualifying disposition, certain basis adjustments for
purposes of computing the alternative minimum taxable income on a subsequent
sale of the shares and certain tax credits which may arise with respect to
optionees subject to the alternative minimum tax.
Nonstatutory Stock Options. Options not designated as incentive stock
options will be nonstatutory stock options. Nonstatutory stock options have no
special tax status. An optionee generally recognizes no taxable income as the
result of the grant of such an option.
Upon exercise of a nonstatutory stock option, the optionee normally
recognizes ordinary income in the amount of the difference between the option
exercise price and the fair market value of the shares on the determination date
(as defined below). If the optionee is an employee, such ordinary income
generally is subject to withholding of income and employment taxes. The
"determination date" is the date on which the option is exercised unless the
shares are not vested and/or the sale of the shares at a profit would subject
the optionee to suit under Section 16(b) of the Exchange Act, in which case the
determination date is the later of (i) the date on which the shares vest, or
(ii) the date the sale of the shares at a profit would no longer subject the
optionee to suit under Section 16(b) of the Exchange Act. Section 16(b) of the
Exchange Act generally is applicable only to officers, directors and beneficial
owners of more than 10% of the Common Stock of the Company. If the determination
date is after the exercise date, the optionee may elect, pursuant to Section
83(b) of the Code, to have the exercise date be the determination date by filing
an election with the Internal Revenue Service not later than 30 days after the
date
15
<PAGE> 18
the option is exercised. Upon the sale of stock acquired by the exercise of
a nonstatutory stock option, any gain or loss, based on the difference between
the sale price and the fair market value on the date of recognition of income,
will be taxed as capital gain or loss. A capital gain or loss will be long-term
if the optionee's holding period is more than 12 months. No tax deduction is
available to the Company with respect to the grant of a nonstatutory option or
the sale of the stock acquired pursuant to such grant.
POTENTIAL LIMITATION ON COMPANY DEDUCTIONS
Section 162(m) of the Code denies a deduction to any publicly held
corporation for compensation paid to certain employees in a taxable year to the
extent that compensation exceeds $1 million for certain executive officers.
Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with Section 162(m) regulations, compensation attributable to stock
options will qualify as performance-based compensation, provided that: (i) the
stock award plan contains a per employee limitation on the number of shares for
which stock options and stock appreciation rights may be granted during a
specified period; (ii) the per employee limitation is approved by the
stockholders; (iii) the award is granted by a compensation committee comprised
solely of "outside" directors and (iv) the exercise price of the award is no
less than the fair market value of the stock on the date of grant. Compensation
received from grants made under the Option Plan is treated as performance-based
compensation and, therefore, is excluded for purposes calculating the $1 million
deduction limit.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of a majority of the votes present and entitled to
vote at the Annual Meeting of Stockholders, at which a quorum representing a
majority of all outstanding shares of Common Stock of the Company is present and
voting, either in person or by proxy, is required for approval of this proposal.
Abstentions and broker non-votes will each be counted as present for purposes of
determining the presence of a quorum. Abstentions will have the same effect as a
negative vote on this proposal. Broker non-votes will have no effect on the
outcome of this vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL
OF THE INCREASE IN THE MAXIMUM AGGREGATE NUMBER OF SHARES OF THE COMPANY'S
COMMON STOCK ISSUABLE UNDER ITS 1991 STOCK OPTION PLAN BY 1,200,000 SHARES.
16
<PAGE> 19
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected Arthur Andersen LLP
as independent accountants to audit the financial statements of the Company for
the year ending December 31, 1998. Arthur Andersen LLP has acted as the
Company's independent auditors since the Company's inception. A representative
of Arthur Andersen LLP is expected to be present at the Annual Meeting with the
opportunity to make a statement if the representative desires to do so, and is
expected to be available to respond to appropriate questions.
The affirmative vote of a majority of the votes cast at the Annual
Meeting of Stockholders, at which a quorum representing a majority of all
outstanding shares of Common Stock of the Company is present and voting, either
in person or by proxy, is required for approval of this proposal. Abstentions
and broker non-votes will each be counted as present for purposes of determining
the presence of a quorum. Abstentions have the same effect as a negative vote on
this proposal. Broker non-votes will have no effect on the outcome of this vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR
THE YEAR ENDING DECEMBER 31, 1998.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals of stockholders intended to be presented at the next Annual
Meeting of the Stockholders of the Company must be received by the Company at
its offices at 2455 Augustine Drive, Santa Clara, California, 95054, not later
than December 7, 1998, and satisfy the conditions established by the Securities
and Exchange Commission for stockholder proposals to be included in the
Company's proxy statement for that meeting.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which the Board
of Directors intends to present or knows that others will present at the meeting
is as set forth above. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their best judgment.
By Order of the Board of Directors
KATHLEEN A. MURPHY
Secretary
April 5, 1998
17
<PAGE> 20
THE VANTIVE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
Solicited by the Board of Directors
The undersigned hereby appoints John R. Luongo and Kathleen A. Murphy and each
of them, with full power of substitution, to represent the undersigned and to
vote all the shares of stock of The Vantive Corporation which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Corporation and at
any adjournment thereof (1) as hereinafter specified upon the proposals listed
below and as more particularly described in the Corporation's Proxy Statement
and (2) in their discretion upon such other matters as may properly come before
the meeting.
The Annual Meeting of Stockholders of the Corporation will be held on May 5,
1998, at 6:00 p.m., local time, at the Santa Clara TechMart, 5201 Great America
Parkway, Santa Clara, California 95054.
The undersigned hereby acknowledges receipt of (1) Notice of Annual Meeting of
Stockholders of the Company, (2) accompanying Proxy Statement and (3) Annual
Report of the Company for the year ended December 31, 1997.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN
AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE
REPRESENTED AT THE MEETING.
(Continued and to be signed on the reverse side.)
<PAGE> 21
The shares represented hereby shall be voted as specified. If no specification
is made, such shares shall be voted FOR proposals 1, 2 and 3.
1. Election of the following directors --
Nominees: John R. Luongo, Aneel Bhusri, William H. Davidow,
Kevin G. Hall, Raymond L. Ocampo Jr., Peter A. Roshko.
For ___
Against ___
For all except nominees written in below: __________________
2. To approve an amendment to the Company's 1991 Stock Option Plan to increase
the maximum aggregate number of shares of the Company's Common Stock issuable
thereunder by 1,200,000 shares.
For ___
Against ___
Abstain ___
3. To ratify the appointment of Arthur Andersen LLP as independent accountants
of the Company for the year ending December 31, 1998.
For ___
Against ___
Abstain ___
Check here for address change and note at right ______________________________
Check here if you plan to attend the annual meeting ___
Dated ___________, 1998
Signature(s) __________________________________
__________________________________
Sign exactly as your name appears on your stock certificate. If shares of stock
stand of record in the names of two or more persons or in the name of husband
and wife, whether as joint tenants or otherwise, both or all of such persons
should sign the Proxy. If shares of stock are held of record by a corporation,
the Proxy should be executed by the President or a Vice President and the
Secretary or Assistant Secretary, and the corporate seal should be affixed
thereto. Executors or administrators or other fiduciaries who execute the above
Proxy for a deceased stockholder should give their full title.
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
