<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
VANTIVE 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:
[ ] 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> 2
THE VANTIVE CORPORATION
2455 AUGUSTINE DRIVE
SANTA CLARA, CA 95054
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 9, 1999
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 Wednesday, June 9, 1999, at
1:30 p.m. at The Santa Clara TechMart at 5201 Great America Parkway, Santa
Clara, California, for the following purposes:
1. To elect five (5) members of the Board of Directors to hold office until
the 2000 Annual Meeting of Stockholders and until their respective
successors are elected and qualified.
2. 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, 1999.
3. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on April 30, 1999 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
DAVID R. SCHELLHASE
Vice President & General Counsel
And Assistant Secretary
Santa Clara, California
May 3, 1999
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
MAY 3, 1999
The accompanying proxy is solicited by the Board of Directors of The
Vantive Corporation, a Delaware corporation (the "Company"), for use at the 1999
Annual Meeting of Stockholders to be held June 9, 1999, or any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting. The date of this Proxy Statement is May 3, 1999, 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 on form 10-K for the year ended December
31, 1998, is enclosed with this Proxy Statement.
Voting Securities. Only stockholders of record as of the close of business
on April 30, 1999 will be entitled to vote at the meeting and any adjournment
thereof. As of that date, there were 26,658,297 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 March 5, 1999,
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, 1998 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)
--------------------------
NUMBER OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNERS SHARES OF CLASS
------------------------------------- --------- -------------
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
John R. Luongo(2)........................................... 1,584,500 5.9
William H. Davidow(3)....................................... 149,995 *
c/o Mohr, Davidow Ventures
2775 Sand Hill Road
Suite 240
Menlo Park, CA 94025
Peter A. Roshko(4).......................................... 40,873 *
c/o Granite Investments
735 Montgomery Street, Suite 400
San Francisco, CA 94111
Raymond L. Ocampo Jr.(5).................................... 0 *
c/o The Vantive Corporation
2525 Augustine Drive
Santa Clara, CA 95054
Patti S. Manuel(6).......................................... 4,375 *
c/o The Vantive Corporation
2525 Augustine Drive
Santa Clara, CA 95054
Thomas L. Thomas(7)......................................... 3,750 *
c/o The Vantive Corporation
2525 Augustine Drive
Santa Clara, CA 95054
John M. Jack(8)............................................. 294,432 1.1
Leonard J. LeBlanc(9)....................................... 300,000 1.1
Phillip M. Dunkelberger(10)................................. 375,000 1.4
Donna Allen Taylor(11)...................................... 50,367 *
Garry Hallee(12)............................................ *
All directors and executive officers as a group (15
persons)(13).............................................. 3,211,554 12.1
5% STOCKHOLDERS
Capital Research and Management Company(14)................. 3,109,160 11.9
333 South Hope Street
Los Angeles, CA 90071
</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 March 5, 1999, 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,
2
<PAGE> 5
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 was Chief Executive Officer and Chairman of the Board of
Directors of the Company until April 1999. Includes 300,000 shares subject
to options exercisable within 60 days of March 5, 1999. Of the shares
indicated as owned by Mr. Luongo, 176,136 shares were subject to a right of
repurchase in favor of the Company as of March 5, 1999.
(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.
(4) Mr. Roshko is a director of the Company. Includes 22,500 shares subject to
options exercisable within 60 days of March 5, 1999.
(5) Mr. Ocampo is a director of the Company.
(6) Ms. Manuel is a director of the Company. Includes 4,375 shares subject to
options exercisable within 60 days of March 5, 1999.
(7) Mr. Thomas is a director of the Company and became Chief Executive Officer
and Chairman of the Board of Directors in April 1999. Includes 3,750 shares
subject to options exercisable within 60 days of March 5, 1999.
(8) Mr. Jack was Chief Operating Officer of the Company until January 1999.
Includes 291,000 shares subject to options exercisable within 60 days of
March 5, 1999. Of the shares indicated as owned by Mr. Jack, 58,250 shares
were subject to a right of repurchase in favor of the Company as of March
5, 1999.
(9) Mr. LeBlanc is Executive Vice President, Chief Financial Officer and
Secretary of the Company. Includes 300,000 shares subject to options
exercisable within 60 days of March 5, 1999. Of the shares indicated as
owned by Mr. LeBlanc, 266,667 shares were subject to a right of repurchase
in favor of the Company as of March 5, 1999.
(10) Mr. Dunkelberger is President and Chief Operating Officer of the Company.
Represents 375,000 shares subject to options exercisable within 60 days of
March 5, 1999. Of the shares indicated as owned by Mr. Dunkelberger,
315,624 shares were subject to a right of repurchase in favor of the
Company as of March 5, 1999.
(11) Ms. Taylor is Vice President of Human Resources of the Company. Includes
49,500 shares subject to options exercisable within 60 days of March 5,
1999. Of the shares indicated as owned by Ms. Taylor, 26,719 shares were
subject to a right of repurchase in favor of the Company as of March 5,
1999.
(12) Mr. Hallee was Executive Vice President of Engineering of the Company until
September 1998.
(13) See Notes (2) through (12). Includes 1,695,465 shares subject to options
exercisable within 60 days of March 5, 1999. Of the shares indicated as
owned by these stockholders, 1,032,632 shares are subject to a right of
repurchase in favor of the Company as of March 5, 1999.
(14) Reflects the ownership of Capital Research and Management Company
("Capital") as of December 31, 1998. Capital, an investment adviser
registered under Section 203 the Investment Advisers Act of 1940, is deemed
to be the beneficial owner of shares as a result of acting as investment
adviser to various investment companies registered under Section 8 of the
Investment Company Act of 1940. Capital disclaims beneficial ownership of
such shares.
ELECTION OF DIRECTORS
Five (5) 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 2000, and until their
successors are elected and qualified.
3
<PAGE> 6
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>
Thomas L. Thomas........................... Chairman of the Board of Directors 50 1998
and Chief Executive Officer
William H. Davidow......................... Director 64 1991
Peter A. Roshko............................ Director 40 1991
Raymond L. Ocampo Jr. ..................... Director 46 1997
Patti S. Manuel............................ Director 43 1998
</TABLE>
Thomas L. Thomas has served as Chairman of the Board of Directors and Chief
Executive Officer of Vantive since April 1999 and as a director of Vantive since
October 1998. He served as Senior Vice President, Global Information Systems and
Chief Information Officer of 3Com Corporation from August 1996 until April of
1999. From September 1995 to July 1996 he was Vice President, Global Information
Systems and Chief Information Officer of 3Com. From 1993 to 1995 he was Vice
President and Chief Information Officer of Dell Computer Corporation. From 1987
to 1993 he was Vice President of Management Information Systems at Kraft General
Foods. He is also a director of ATL Products, Inc.
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 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.
Peter A. Roshko has served as a director of the Company since July 1991.
Mr. Roshko co-founded and has been a co-manager of Granite Investments, an
investment company, since August 1995, and is also co-founder and has been
co-manager of Boulder Ventures, a venture capital firm, since January 1999. 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.
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.
He served in several capacities with Oracle Corporation from July 1986 to
November 1996, primarily as its Senior Vice President, General Counsel and
Corporate Secretary. He is a member of the board of directors of KQED, a Bay
Area public radio and television affiliate, and several other nonprofit
organizations and private companies.
Patti S. Manuel has served as a director of Vantive since August 1998. She
was President and Chief Operating Officer of the Long Distance Division of
Sprint Corporation from February 1998 to March 1999. She also served as
President of Sprint Business, a division of Sprint, from May 1997 to March 1999.
She was President of Sales and Marketing for Sprint Business from 1994 to 1997.
She is also a director of Earthlink Network, Inc.
BOARD MEETINGS
During 1998, the Board held fifteen meetings and acted two times by
unanimous consent. No incumbent director attended fewer than 75% of such
meetings of the Board and the Committees on which he serves.
4
<PAGE> 7
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. At the end
of 1998, the members of the Audit Committee were Messrs. Davidow and Ocampo and
Ms. Manuel. During 1998, the Audit Committee held four 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 during 1998 were Messrs. Roshko, Ocampo and Thomas
and during 1999 are Messrs. Roshko and Ocampo. During 1998, the Compensation
Committee held four meetings and acted one time by unanimous consent. 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. During 1998, the members of the Nominating
Committee were Messrs. Davidow and Luongo. During 1998, the Nominating Committee
did not meet.
5
<PAGE> 8
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, 1998, as well
as one person who was not serving as an executive officer as of December 31,
1998, whose total salary and bonus for 1998 exceeded $100,000, for services in
all capacities to the Company, during 1998, 1997 and 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS
OPTIONS
ANNUAL COMPENSATION (SECURITIES
---------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) SHARES) COMPENSATION
--------------------------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
John R. Luongo(2)............. 1998 $350,000 $ 0 160,000(3)
Former Chief Executive 1997 $290,114 $ 0 60,000
Officer 1996 $180,452 $ 0 100,000 $25,000(4)
John M. Jack(5)............... 1998 $150,000 $ 72,000 214,000(6)
Former Chief Operating 1997 $130,000 $255,562 60,000
Officer 1996 $130,000 $328,161 34,000 0
Phillip M. Dunkelberger(7).... 1998 $263,718 $210,000 650,000(8) 0
President and Chief
Operating Officer
Leonard J. LeBlanc(9)......... 1998 $148,558 $ 50,000 600,000(10)
Executive Vice President,
Chief Financial Officer and
Secretary
Garry Hallee(11).............. 1998 $144,737 $ 51,750 158,000(12)
Former Executive Vice 1997 $150,000 $ 57,300 63,500
President of Research and 1996 $ 25,577 $ 12,500 100,000
Development
Donna Allen Taylor(13)........ 1998 $135,958 $ 47,750 80,000(14)
Vice President of Human
Resources
</TABLE>
- ---------------
(1) Amounts reflect bonuses earned during the fiscal year noted.
(2) Mr. Luongo resigned as an executive officer of the Company in April 1999.
(3) Represents options for 160,000 shares granted in 1998 in consideration for
the cancellation of options for an identical number of shares granted in
1996 and 1997. In September 1998, Mr. Luongo voluntarily canceled an option
for 60,000 of the 160,000 shares granted in 1998.
(4) Represents extraordinary expense reimbursements.
(5) Mr. Jack resigned as an executive officer of the Company in January of
1999.
(6) Includes options for 184,000 shares granted in 1998 in consideration for
the cancellation of options for an identical number of shares granted in
1996, 1997 and 1998.
(7) Mr. Dunkelberger joined the Company in March 1998.
(8) Includes options for 400,000 shares granted in 1998 in consideration for
the cancellation of options for an identical number of shares granted in
1998.
(9) Mr. LeBlanc joined the Company in August 1998.
(10) Includes options for 300,000 shares granted in 1998 in consideration for
the cancellation of options for an identical number of shares granted in
1998.
(11) Mr. Hallee resigned as an executive officer of the Company in September
1998. He had served as Executive Vice President, Research and Development
since October 1996.
6
<PAGE> 9
(12) Includes options for 157,000 shares granted in 1998 in consideration for
the cancellation of options for an identical number of shares granted in
1997 and 1998.
(13) Ms. Taylor became an executive officer of the Company during September
1998.
(14) Includes options for 79,000 shares granted in 1998 in consideration for the
cancellation of options for an identical number of shares granted in 1998.
7
<PAGE> 10
The following table provides the specified information concerning grants of
options to purchase the Company's Common Stock made during 1998 to the persons
named in the Summary Compensation Table:
OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS POTENTIAL REALIZABLE VALUE
SECURITIES GRANTED AT ASSUMED ANNUAL RATES OF
UNDERLYING TO STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES EXERCISE FOR OPTION TERM(1)
GRANTED IN FISCAL PRICE EXPIRATION ---------------------------
NAME (SHARES)(2) YEAR ($/SH)(2) DATE 5%($) 10%($)
---- ----------- ---------- --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
John R. Luongo......... 60,000(3) * $13.25 7/24/08 $ 499,971 $1,267,025
100,000(3) 1.03% $ 7.31 10/30/08 $ 459,879 $1,165,424
John M. Jack........... 30,000 * $13.25 7/24/08 $ 249,986 $ 633,513
60,000(4) * $13.25 7/24/08 $ 499,971 $1,267,025
60,000(4) * $ 7.31 10/30/08 $ 275,928 $ 699,255
30,000(4) * $ 7.31 10/30/08 $ 137,964 $ 349,627
34,000(4) * $ 7.31 10/30/08 $ 156,359 $ 396,244
Phillip Dunkelberger... 150,000 1.55% $26.00 3/18/08 $2,452,689 $6,215,596
150,000(5) 1.55% $13.25 7/24/08 $1,249,928 $3,167,563
100,000 1.03% $10.37 8/4/08 $ 652,478 $1,653,508
100,000(5) 1.03% $ 7.31 10/30/08 $ 459,879 $1,165,424
150,000(5) 1.55% $ 7.31 10/30/08 $ 689,819 $1,748,136
Leonard J. LeBlanc..... 200,000 2.06% $10.62 8/10/08 $1,336,401 $3,386,703
100,000 1.03% $ 8.12 9/18/08 $ 510,977 $1,294,916
200,000(6) 2.06% $ 7.31 10/30/08 $ 919,758 $2,330,848
100,000(6) 1.03% $ 7.31 10/30/08 $ 459,879 $1,165,424
Garry Hallee........... 1,000 * $24.56 2/18/08 $ 15,447 $ 39,146
1,000(7) * $13.25 7/24/08 $ 8,333 $ 21,117
1,000(7) * $13.25 7/24/08 $ 8,333 $ 21,117
15,000(7) * $13.25 7/24/08 $ 124,993 $ 316,756
37,500(7) * $13.25 7/24/08 $ 312,482 $ 791,891
1,500(7) * $13.25 7/24/08 $ 12,499 $ 31,676
1,000(7) * $13.25 7/24/08 $ 8,333 $ 21,117
100,000(7) 1.03% $13.25 7/24/08 $ 833,285 $2,111,709
Donna Allen Taylor..... 1,000 * $24.56 2/18/08 $ 15,447 $ 39,146
1,000(8) * $13.25 7/24/08 $ 8,333 $ 21,117
1,000(8) * $13.25 7/24/08 $ 8,333 $ 21,117
1,000(8) * $13.25 7/24/08 $ 8,333 $ 21,117
7,500(8) * $13.25 7/24/08 $ 62,496 $ 158,378
1,000(8) * $13.25 7/24/08 $ 8,333 $ 21,117
28,000(8) * $13.25 7/24/08 $ 233,320 $ 591,278
1,000(8) * $ 7.31 10/30/08 $ 4,599 $ 11,654
28,000(8) * $ 7.31 10/30/08 $ 128,766 $ 326,319
1,000(8) * $ 7.31 10/30/08 $ 4,599 $ 11,654
7,500(8) * $ 7.31 10/30/08 $ 34,491 $ 87,407
1,000(8) * $ 7.31 10/30/08 $ 4,599 $ 11,654
1,000(8) * $ 7.31 10/30/08 $ 4,599 $ 11,654
</TABLE>
- ---------------
* Less than 1%.
8
<PAGE> 11
(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 1998 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 -- Change in Control Arrangements."
(3) Represents options granted in consideration for the cancellation of options
for identical numbers of shares granted in 1996 and 1997.
(4) Represents options granted in consideration for the cancellation of options
for identical numbers of shares granted in 1996, 1997 and 1998.
(5) Represents options granted in consideration for the cancellation of options
for identical numbers of shares granted in 1998.
(6) Represents options granted in consideration for the cancellation of options
for identical numbers of shares granted in 1998.
(7) Represents options granted in consideration for the cancellation of options
for identical numbers of shares granted in 1997 and 1998.
The following table provides the specified information concerning exercises
of options to purchase the Company's Common Stock in 1998, and unexercised
options held as of December 31, 1998, by the persons named in the Summary
Compensation Table:
AGGREGATE OPTION EXERCISES IN 1998
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
IN-THE-MONEY OPTIONS AT
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT 12/31/98 12/31/98(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John R. Luongo............. -- -- 50,000 100,000 $ 325,000 $ 68,750
John M. Jack............... 40,000 $1,140,000 167,000 291,000 $1,082,500 $200,063
Leonard J. LeBlanc......... -- -- -- 300,000 -- $206,250
Phillip M. Dunkelberger.... -- -- -- 250,000 -- $171,875
Garry Hallee............... 7,500 $ 64,687 -- -- -- --
Donna Allen Taylor......... -- -- -- 39,500 -- $ 27,156
</TABLE>
- ---------------
(1) Calculated on the basis of the fair market value of the underlying
securities at December 31, 1998 of $8.00 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.
CHANGE IN 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
9
<PAGE> 12
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.
In December 1998, the Board of Directors adopted an Executive Retention and
Severance Plan (the "Retention Plan") in order to properly align the interests
of the executives with those of the Company's stockholders in the event of a
change in control transaction. The Retention Plan calls for each member of the
Company's executive committee who is terminated upon any change in control to
receive certain payments and accelerated vesting of stock options. At such
termination upon a change in control and subject to certain conditions, the
Company's chief executive officer will receive credit for three years additional
service for option vesting purposes and payment of two year's base salary and an
amount equal to his prior year's bonus, each executive vice president will
receive credit for three years additional service for option vesting purposes
and payment of two year's base salary and an amount equal to 50% of his prior
year's bonus and each other member of the executive committee will receive
credit for two years additional service for option vesting purposes and payment
of one year's base salary and an amount equal to 50% of his prior year's bonus.
DIRECTOR COMPENSATION
Directors receive $1,500 per month for their services as members of the
Board of Directors, $5,000 annually for each Board committee assignment, 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 during 1998
except that the following statements were filed late: (a) one initial statement
of beneficial ownership and one statement of change in beneficial ownership
reporting two transactions for Mary Egan Lorigan; (b) three statements of
changes in beneficial ownership reporting two transactions for Marie Alexander;
and (c) one initial statement of beneficial ownership for Leonard LeBlanc.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
In 1998, the Compensation Committee (the "Committee") was comprised of
Messrs. Roshko, Ocampo and Thomas. During 1998, each of these individuals was 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
10
<PAGE> 13
compensation package with that of similarly-sized high technology companies in
the Company's geographic area.
SALARY. Base salaries of executive officers are reviewed annually by the
Committee, 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 1998, each of the Company's
executive officers developed goals and objectives for the year in consultation
with the Chief Executive Officer. The Chief Executive Officer 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.
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.
In addition, the Company has entered into agreements with each executive
officer that provide for certain acceleration of options vesting and cash
payments in the event of termination upon a change in control. 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
for 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 "Change in Control Arrangements."
CHIEF EXECUTIVE OFFICER COMPENSATION.
The Compensation Committee annually reviews the performance and
compensation of the Chief Executive Officer. Mr. Luongo served as the Company's
President, Chief Executive Officer and director of since June 1993 and has
served as its Chairman of the Board of Directors and Chief Executive Officer
from January 1999 through April 1999. The compensation of Mr. Luongo was based
upon the same criteria outlined above for the other executive officers of the
Company. In 1998, Mr. Luongo was given a salary increase of approximately 17%
from his 1997 base salary, which was intended to adjust Mr. Luongo's base salary
to be more in line with industry norms. In 1998, 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. During 1998, Mr. Luongo returned a stock option
grant of 60,000 to the Company in November 1998 and such grants were cancelled.
Upon a change in control, Mr. Luongo was entitled to an acceleration by
three (3) years of the vesting of then exercisable stock options previously
granted to Mr. Luongo under the Company's stock option plan and certain cash
payments. The Committee believes the agreement is appropriate for the reasons
stated above. See "Termination and Change of Control Agreements."
COMPENSATION COMMITTEE
Peter Roshko
Raymond L. Ocampo Jr.
Thomas L. Thomas
11
<PAGE> 14
REPORT OF THE COMPENSATION COMMITTEE ON REPRICED OPTIONS
In July 1998, the Compensation Committee of the Board of Directors granted
employees the right to exchange certain outstanding stock options for option
grants with an exercise price of $13.25 per share (the fair market value on July
24, 1998), provided that such employees made the election to exchange by that
date. Each repriced option retained its original vesting schedule, however,
option holders who exchanged their options were generally not permitted to
exercise any exchanged options for a six-month period beginning on the effective
date of the exchange.
In October 1998 the Compensation Committee of Board of Directors granted
employees the right to exchange certain outstanding stock options for option
grants with an exercise price of $7.3125 per share (the fair market value on
October 30, 1998), provided that such employees made the election to exchange by
that date. Each repriced option retained its original vesting schedule, however
option holders who exchanged their options were generally not permitted to
exercise any exchanged options for a six-month period beginning on the effective
date of the exchange. 5,849,831 options for shares were exchanged under the
program.
The objective of the Company's stock option plans (the "Option Plans") is
to promote the interests of the Company by providing employees an incentive to
acquire a proprietary interest in the Company and to continue to render services
to the Company. The Compensation Committee further believes that, at their
original exercise prices, the disparity between the exercise price of these
options and recent market prices for the Common Stock did not provide meaningful
incentives to the officers and employees holding the options. The Committee
concluded that such option grants seriously undermined the specific objectives
of the Option Plans and should be canceled and replaced. A review of other
companies in the software industry indicates that some of these companies have
been confronted with this problem and have made similar adjustments in option
prices to motivate their employees. In making this decision, the Committee also
considered the fairness of such a determination in relation to other
stockholders. In the opinion of the Committee, the stockholders' long-term best
interests were clearly served by the retention and motivation of the optionees.
The following table provides the specified information concerning all
repricing of options to purchase the Company's Common Stock held by any
executive officer of the Company since August 1995, the date of the Company's
initial public offering.
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF MARKET ORIGINAL
SECURITIES PRICE OF EXERCISE OPTION TERM
UNDERLYING STOCK AT PRICE AT NEW REMAINING
OPTIONS TIME OF TIME OF EXERCISE AT DATE OF
NAME AND POSITION DATE REPRICED REPRICING REPRICING PRICE REPRICING
----------------- -------- ---------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
1) Marie Alexander.............. 7/24/98 2,600 $13.2500 $32.2500 $13.2500 99 months
Vice President of Client 7/24/98 1,000 $13.2500 $25.0000 $13.2500 100 months
Services 7/24/98 1,000 $13.2500 $26.3750 $13.2500 104 months
7/24/98 1,000 $13.2500 $25.2500 $13.2500 108 months
7/24/98 1,000 $13.2500 $24.5625 $13.2500 112 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,300 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 3,000 $ 7.3125 $12.7500 $ 7.3125 93 months
10/30/98 2,600 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,300 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 15,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 650 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 1,300 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 650 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 650 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 20,000 $ 7.3125 $10.3750 $ 7.3125 117 months
10/30/98 1,300 $ 7.3125 $11.5625 $ 7.3125 86 months
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF MARKET ORIGINAL
SECURITIES PRICE OF EXERCISE OPTION TERM
UNDERLYING STOCK AT PRICE AT NEW REMAINING
OPTIONS TIME OF TIME OF EXERCISE AT DATE OF
NAME AND POSITION DATE REPRICED REPRICING REPRICING PRICE REPRICING
----------------- -------- ---------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
2) Phillip M. Dunkelberger...... 7/24/98 150,000 $13.2500 $26.0000 $13.2500 112 months
President and Chief 10/30/98 100,000 $ 7.3125 $10.3750 $ 7.3125 117 months
Operating Officer 10/30/98 150,000 $ 7.3125 $13.2500 $ 7.3125 117 months
3) Garry Hallee................. 7/24/98 100,000 $13.2500 $33.0000 $13.2500 99 months
Former Executive Vice 7/24/98 1,500 $13.2500 $22.2500 $13.2500 104 months
President of Research and 7/24/98 15,000 $13.2500 $22.2500 $13.2500 104 months
Development 7/24/98 1,000 $13.2500 $26.3750 $13.2500 107 months
7/24/98 1,000 $13.2500 $25.2500 $13.2500 111 months
7/24/98 37,500 $13.2500 $21.3750 $13.2500 111 months
7/24/98 1,000 $13.2500 $24.5625 $13.2500 115 months
4) John M. Jack................. 7/24/98 60,000 $13.2500 $22.5000 $13.2500 104 months
Former Chief Operating 10/30/98 60,000 $ 7.3125 $13.2500 $ 7.3125 117 months
Officer 10/30/98 30,000 $ 7.3125 $22.5000 $ 7.3125 117 months
10/30/98 34,000 $ 7.3125 $12.7500 $ 7.3125 93 months
5) Leonard J. LeBlanc........... 10/30/98 200,000 $ 7.3125 $10.6250 $ 7.3125 117 months
Executive Vice 10/30/98 100,000 $ 7.3125 $ 8.1250 $ 7.3125 119 months
President, Chief Financial
Officer and Secretary
6) Michael M. Loo............... 7/24/98 2,600 $13.2500 $32.2500 $13.2500 102 months
Vice President, Finance 7/24/98 1,000 $13.2500 $24.5625 $13.2500 115 months
7/24/98 1,500 $13.2500 $22.2500 $13.2500 104 months
7/24/98 24,000 $13.2500 $21.3750 $13.2500 112 months
7/24/98 1,000 $13.2500 $25.2500 $13.2500 111 months
7/24/98 1,000 $13.2500 $26.3750 $13.2500 107 months
10/30/98 1,300 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 650 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 20,000 $ 7.3125 $10.3750 $ 7.3125 117 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 650 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 650 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 24,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,300 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 1,500 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,300 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,300 $ 7.3125 $11.5625 $ 7.3125 86 months
10/30/98 16,190 $ 7.3125 $12.7500 $ 7.3125 93 months
10/30/98 2,600 $ 7.3125 $13.2500 $ 7.3125 117 months
7) John R. Luongo............... 7/24/98 60,000 $13.2500 $22.5000 $13.2500 104 months
Former Chief Executive 10/30/98 100,000 $ 7.3125 $11.7500 $ 7.3125 89 months
Officer
8) David R. Schellhase.......... 7/24/98 1,000 $13.2500 $25.2500 $13.2500 111 months
Vice President & General 7/24/98 1,000 $13.2500 $24.5625 $13.2500 115 months
Counsel 7/24/98 15,000 $13.2500 $30.9375 $13.2500 109 months
7/24/98 15,000 $13.2500 $24.5625 $13.2500 115 months
10/30/98 15,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 20,000 $ 7.3125 $10.3750 $ 7.3125 117 months
10/30/98 15,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF MARKET ORIGINAL
SECURITIES PRICE OF EXERCISE OPTION TERM
UNDERLYING STOCK AT PRICE AT NEW REMAINING
OPTIONS TIME OF TIME OF EXERCISE AT DATE OF
NAME AND POSITION DATE REPRICED REPRICING REPRICING PRICE REPRICING
----------------- -------- ---------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
9) Donna Allen Taylor........... 7/24/98 1,000 $13.2500 $25.0000 $13.2500 103 months
Vice President of Human 7/24/98 1,000 $13.2500 $26.3750 $13.2500 107 months
Resources 7/24/98 1,000 $13.2500 $25.2500 $13.2500 111 months
7/24/98 7,500 $13.2500 $21.3750 $13.2500 112 months
7/24/98 1,000 $13.2500 $24.5625 $13.2500 115 months
7/24/98 28,000 $13.2500 $26.0000 $13.2500 98 months
10/30/98 28,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 7,500 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
10/30/98 1,000 $ 7.3125 $13.2500 $ 7.3125 117 months
</TABLE>
COMPENSATION COMMITTEE
Peter Roshko
Raymond L. Ocampo Jr.
Thomas L. Thomas
14
<PAGE> 17
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, 1999.
COMPARISON OF 40 MONTH CUMULATIVE TOTAL RETURN*
AMONG VANTIVE CORP., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET NASDAQ COMPUTER &
THE VANTIVE CORPORATION (U.S.) DATA PROCESSING
----------------------- ------------------- -----------------
<S> <C> <C> <C>
8/15/95 100 100 100
12/95 145 104 104
12/96 403 128 129
12/97 326 157 158
12/98 103 221 283
</TABLE>
- ---------------
* $100 INVESTED ON 8/15/95 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.
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, 1999. 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
15
<PAGE> 18
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, 1999.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
The Company's bylaws require advance notice of any stockholder proposals to
be brought before a stockholders' meeting. Under the bylaws, in order for
business to be properly brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Company. To be timely, a stockholder proposal to be presented at an annual
meeting must be received at the Company's principal executive offices not less
than 120 calendar days in advance of the date that the Company's proxy statement
was released to stockholders in connection with the previous year's annual
meeting of stockholders, except that if no annual meeting was held in the
previous year or the date of the annual meeting has been changed by more than 30
calendar days from the date contemplated at the time of the previous year's
proxy statement, or in the event of a special meeting, notice by the stockholder
to be timely must be received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made.
Accordingly, proposals of stockholders intended to be presented at the 2000
Annual Meeting of Stockholders must be received by the Company at 2525 Augustine
Drive, Santa Clara, CA 95054 no later than January 3, 2000. 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.
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
DAVID R. SCHELLHASE
Vice President and General Counsel
and Assistant Secretary
May 3, 1999
16
<PAGE> 19
PROXY CARD
Front
THE VANTIVE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
Solicited by the Board of Directors
The undersigned hereby appoints Thomas L. Thomas, Leonard J. LeBlanc, and David
R. Schellhase 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 June 9,
1999, at 1:30 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 on Form 10-K of the Company for the year ended December 31, 1998.
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.)
Back
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: Thomas L. Thomas, William H. Davidow, Peter A. Roshko,
Raymond L. Ocampo Jr. and Patti S. Manuel.
For ___
Against ___
<PAGE> 20
For all except nominees written in below: __________________
2. To ratify the appointment of Arthur Andersen LLP as independent accountants
of the Company for the year ending December 31, 1999.
For ___
Against ___
Abstain ___
Check here for address change and note at right ______________________________
Check here if you plan to attend the annual meeting ___
Dated ___________, 1999
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.
<PAGE> 21
THE VANTIVE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas L. Thomas, Leonard J. LeBlanc, and David
R. Schellhase 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 June 9,
1999, at 1:30 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 on Form 10-K of the Company for the year ended December 31, 1998.
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.)
FOLD AND DETACH HERE
<PAGE> 22
THE VANTIVE CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
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: Thomas L. Thomas, William H. Davidow, Peter A. Roshko,
Raymond L. Ocampo Jr. and Patti S. Manuel.
For all except nominees
For Against written in below:
/ / / / / /
--------------------------------
2. To ratify the appointment of Arthur Andersen LLP as independent
accountants of the Company for the year ending December 31, 1999.
For Against Abstain
/ / / / / /
Check here for address change and note at right / /
Check here if you plan to attend the annual meeting / /
- ----------------------------------------
Signature(s)
- ----------------------------------------
Dated: , 1999
----------------------------
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.
FOLD AND DETACH HERE
