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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: |
o Preliminary Proxy Statement | |
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
þ Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
Computer Programs and Systems, Inc.
Payment of Filing Fee (Check the appropriate box):
þ No fee required. | |
o 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: |
o Fee paid previously with preliminary materials. |
o 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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![CPSI LOGO](https://capedge.com/proxy/DEF 14A/0000950129-07-001903/h44874h4487420.jpg)
![DAVID A. DYE](https://capedge.com/proxy/DEF 14A/0000950129-07-001903/h44874h4487401.gif)
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6600 Wall Street
Mobile, Alabama 36695
TO BE HELD THURSDAY, MAY 10, 2007
1. | To elect three Class II directors to serve on the Board of Directors of the Company for a three-year term expiring at the 2010 annual meeting; | |
2. | To ratify the appointment of Grant Thornton LLP as independent registered public accountants for the year ending December 31, 2007; and | |
3. | To transact such other business as may properly come before the annual meeting or any adjournment thereof. |
![M. STEPHEN WALKER](https://capedge.com/proxy/DEF 14A/0000950129-07-001903/h44874h4487402.gif)
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6600 Wall Street
Mobile, Alabama 36695
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, MAY 10, 2007
Proposal 1: | Elect three Class II directors to serve on the Board of Directors of the Company for a three-year term expiring at the 2010 annual meeting; and | |
Proposal 2: | Ratify the appointment of Grant Thornton LLP as independent registered public accountants for the year ending December 31, 2007. |
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ELECTION OF CLASS II DIRECTORS
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Name | Independent | Transactions/Relationships/Arrangements Considered | ||||
Hal L. Daugherty | Yes | None | ||||
Charles P. Huffman | Yes | None | ||||
John C. Johnson | Yes | Since August 2005, CPSI has paid fees to a registered broker-dealer for cash management services. Mr. Johnson serves as a director of a bank that is affiliated with the broker-dealer receiving the fees. The annual fees paid by CPSI have been less than 1% of the annual revenues of the broker-dealer. | ||||
Ernest F. Ladd, III | Yes | None | ||||
W. Austin Mulherin, III | Yes | Mr. Mulherin is a partner in a law firm that performs certain legal services for CPSI. With respect to the most recent three completed fiscal years, total payments by CPSI to the law firm have been less than 1% of the law firm’s annual revenues. | ||||
Mr. Mulherin’sbrother-in-law, Matt Cole, is employed by CPSI as a sales manager. Mr. Cole is not an officer of CPSI. | ||||||
William R. Seifert, II | Yes | Since August 2005, CPSI has paid fees to a registered broker-dealer for cash management services. Mr. Seifert serves as an executive officer of a bank that is affiliated with the broker-dealer receiving the fees. The annual fees paid by CPSI have been less than 1% of the annual revenues of the broker-dealer. | ||||
Mr. Seifert’s son’s construction business has entered into individual contracts with Boyd Douglas and Patrick Immel to construct houses for them. Mr. Seifert is not an owner, director or employee of this business. CPSI does not make any payments related to these arrangements. | ||||||
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• | The name of the recommended person; |
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• | All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act; | |
• | The written consent of the recommended person to being named in the proxy statement as a nominee and to serve as a director if elected; | |
• | As to the stockholder making the recommendation, the name and address of such stockholder, as it appears on the Company’s books; provided, however, that if the stockholder is not a registered holder of the Company’s common stock, the stockholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects his or her beneficial ownership of the Company’s common stock; and | |
• | A statement disclosing whether such stockholder is acting with or on behalf of any other person and, if applicable, the identity of such person. |
• | the name and address of such stockholder, as it appears on the Company’s books; | |
• | a representation that such stockholder is a stockholder of record and intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice; | |
• | the class and number of shares of our stock beneficially owned by such stockholder and the nominee; | |
• | a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder; | |
• | the name, age, business address and, if known, residence address of the nominee; | |
• | the principal occupation or employment of the nominee; | |
• | any other information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the SEC; and | |
• | the written consent of the nominee to serve as a director if elected. |
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of Computer Programs and Systems, Inc.
c/o Corporate Secretary
6600 Wall Street
Mobile, Alabama 36695
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• | Reviewing and making recommendations to the Board regarding the compensation of the executive officers of the company; | |
• | Reviewing and making recommendations to the Board regarding our policies and procedures pertaining to director compensation; | |
• | Reviewing and making recommendations to the Board regarding executive compensation and benefit plans and programs; and | |
• | Overseeing and administering our equity-based plans. |
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Change in | |||||||||||||||||||||||||||||||||||||||||||||
Pension | |||||||||||||||||||||||||||||||||||||||||||||
Value and | |||||||||||||||||||||||||||||||||||||||||||||
Nonqualified | |||||||||||||||||||||||||||||||||||||||||||||
Non-Equity | Deferred | ||||||||||||||||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | Compensation | All Other | |||||||||||||||||||||||||||||||||||||||||
Name and | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | |||||||||||||||||||||||||||||||||||||
Principal Position | Year | ($) | ($) | ($)(4) | ($)(5) | ($) | ($) | ($)(6) | ($) | ||||||||||||||||||||||||||||||||||||
J. Boyd Douglas President, CEO and Director | 2006 | $ | 500,000 | $ | 150,000 | $ | 235,452 | $ | 4,192 | -0- | -0- | $ | 35,551 | $ | 925,195 | ||||||||||||||||||||||||||||||
M. Stephen Walker Vice President — Finance and CFO | 2006 | $ | 375,000 | -0- | $ | 92,201 | $ | 3,246 | -0- | -0- | $ | 18,776 | $ | 489,223 | |||||||||||||||||||||||||||||||
Victor S. Schneider Senior Vice President — Corporate and Business Development | 2006 | $ | 476,504 | (2) | -0- | $ | 92,201 | $ | 3,965 | -0- | -0- | $ | 18,776 | $ | 591,446 | ||||||||||||||||||||||||||||||
Thomas W. Peterson Senior Vice President — Clinical Software Services | 2006 | $ | 400,000 | -0- | $ | 92,201 | $ | 3,411 | -0- | -0- | $ | 18,776 | $ | 514,388 | |||||||||||||||||||||||||||||||
Troy D. Rosser Vice President — Sales | 2006 | $ | 387,605 | (3) | -0- | $ | 92,201 | $ | 1,163 | -0- | -0- | $ | 18,776 | $ | 499,745 | ||||||||||||||||||||||||||||||
David A. Dye(1) Former President and CEO, Current Director | 2006 | $ | 239,731 | -0- | -0- | $ | 96,512 | -0- | -0- | $ | 67,275 | $ | 403,518 | ||||||||||||||||||||||||||||||||
(1) | David A. Dye retired as President and Chief Executive Officer effective May 17, 2006. | |
(2) | $226,504 of this amount represents sales commissions earned by Mr. Schneider during 2006. | |
(3) | $187,605 of this amount represents sales commissions earned by Mr. Rosser during 2006. | |
(4) | Represents the compensation costs of restricted stock grants for financial reporting purposes for 2006 under FAS 123R, rather than the amount paid to or realized by the named executive officer. See Note 7 to the financial statements in ourForm 10-K for the year ended December 31, 2006 for the assumptions made in determining the 123R values. The FAS 123R value as of the grant date for restricted stock is spread over the number of months of service required for the grant to become non-forfeitable. There can be no assurance that the FAS 123R amounts will ever be realized. Mr. Dye forfeited his entire restricted stock award on May 17, 2006 prior to any of the shares vesting. With respect to Mr. Douglas, also includes $51,040 of deferred compensation expense recognized by the Company in connection with the transfer of shares by one of our directors to Mr. Douglas on May 17, 2002, as described in Note 7 to the financial statements in ourForm 10-K for the year ended December 31, 2006. | |
(5) | Represents the compensation costs of stock options for financial reporting purposes for 2006 under FAS 123R, rather than an amount paid to or realized by the named executive officer. See Note 7 to the financial statements in ourForm 10-K for the year ended December 31, 2006 for the assumptions made in determining the 123R values. The FAS 123R value as of the grant date for options is spread over the number of months of service required for the grant to become non-forfeitable. For retirement eligible grantees, the entire amount is expensed in the year of grant. In addition, ratable amounts expensed for grants that were granted in prior years are included — that is, amounts in respect of the grants made in 2002. There can be no assurance that the FAS 123R amounts will ever be realized. Additionally, for Mr. Dye, all unvested amounts were recognized in 2006 because, in connection with his retirement as President and CEO in May 2006, the Board approved the acceleration of vesting of all of his stock options. |
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(6) | The following table shows each of the components of the All Other Compensation column: Company contributions to the 401(k) retirement plan, dividends paid on unvested shares of restricted stock under the Company’s 2005 Restricted Stock Plan, and consulting fees paid to Mr. Dye following his retirement as President and CEO in May 2006. The Company does not provide any perquisites to its executive officers. |
Company 401(k) | Dividends on | Total ‘‘All Other | ||||||||||||||||||
Name of Executive | Contributions | Restricted Stock | Consulting Fees | Compensation” | ||||||||||||||||
J. Boyd Douglas | $ | 2,000 | $ | 33,551 | -0- | $ | 35,551 | |||||||||||||
M. Stephen Walker | $ | 2,000 | $ | 16,776 | -0- | $ | 18,776 | |||||||||||||
Victor S. Schneider | $ | 2,000 | $ | 16,776 | -0- | $ | 18,776 | |||||||||||||
Thomas W. Peterson | $ | 2,000 | $ | 16,776 | -0- | $ | 18,776 | |||||||||||||
Troy D. Rosser | $ | 2,000 | $ | 16,776 | -0- | $ | 18,776 | |||||||||||||
David A. Dye | $ | 1,000 | $ | 16,775 | $ | 49,500 | $ | 67,275 | ||||||||||||
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All Other | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock | All Other | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Awards: | Option | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under | Estimated Future Payouts | Number of | Awards: | Exercise or | Grant Date | ||||||||||||||||||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards | Under Equity Incentive Plan Awards | Shares of | Number of | Base Price of | Fair Value of | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock or | Securities | Option | Stock and | ||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Underlying | Awards | Option | ||||||||||||||||||||||||||||||||||||||||||||
Name of Executive | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (1) | Options | ($/Sh) | Awards | ||||||||||||||||||||||||||||||||||||||||||
J. Boyd Douglas | 1/30/06 | — | — | — | — | — | — | 23,299 | — | — | $1,000,000 | ||||||||||||||||||||||||||||||||||||||||||
M. Stephen Walker | 1/30/06 | — | — | — | — | — | — | 11,650 | — | — | $500,000 | ||||||||||||||||||||||||||||||||||||||||||
Victor S. Schneider | 1/30/06 | — | — | — | — | — | — | 11,650 | — | — | $500,000 | ||||||||||||||||||||||||||||||||||||||||||
Thomas W. Peterson | 1/30/06 | — | — | — | — | — | — | 11,650 | — | — | $500,000 | ||||||||||||||||||||||||||||||||||||||||||
Troy D. Rosser | 1/30/06 | — | — | — | — | — | — | 11,650 | — | — | $500,000 | ||||||||||||||||||||||||||||||||||||||||||
David A. Dye | 1/30/06 | — | — | — | — | — | — | 23,299 | — | — | $1,000,000(2) | ||||||||||||||||||||||||||||||||||||||||||
(1) | The amounts shown in this column reflect the number of shares of restricted stock granted to each named executive officer on January 30, 2006 pursuant to the 2005 Restricted Stock Plan. The awards vest in five annual installments of 20% each on January 30 of each year, commencing on the first anniversary of the date of grant. The grantees are entitled to the receipt of dividends declared on our common stock at the same rate and on the same terms as our other stockholders. The shares automatically vest upon a grantee’s death or disability or upon a change in control of the company. The shares are forfeited upon a termination of the grantee’s employment with the company (other than as a result of death or disability). | |
(2) | The value shown is the grant date fair value of the full award; however, Mr. Dye retired on May 17, 2006 and forfeited the entire award on such date prior to any of the shares vesting. |
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Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
Equity | Equity | Equity | |||||||||||||||||||||||||||||||||||||||||||
Incentive | Incentive Plan | Incentive Plan | |||||||||||||||||||||||||||||||||||||||||||
Number | Plan Awards: | Awards: | Awards: | ||||||||||||||||||||||||||||||||||||||||||
of | Number of | Number of | Number of | Number of | Market or Payout | ||||||||||||||||||||||||||||||||||||||||
Securities | Securities | Securities | Shares or | Market Value | Unearned | Value of | |||||||||||||||||||||||||||||||||||||||
Underlying | Underlying | Underlying | Units of | of Shares or | Shares, Units | Unearned Shares, | |||||||||||||||||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Stock That | Units of Stock | or Other Rights | Units or Other | ||||||||||||||||||||||||||||||||||||||
Options | Options | Unearned | Exercise | Option | Have Not | That Have Not | That Have Not | Rights That Have | |||||||||||||||||||||||||||||||||||||
Name of | (#) | (#) | Options | Price | Expiration | Vested | Vested | Vested | Not Vested | ||||||||||||||||||||||||||||||||||||
Executive | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | (#) | ($) | ||||||||||||||||||||||||||||||||||||
J. Boyd Douglas | -0- | 3,954 | — | $ | 16.50 | 5/24/09 | 23,299 | $ | 791,933 | — | — | ||||||||||||||||||||||||||||||||||
M. Stephen Walker | -0- | 3,062 | — | $ | 16.50 | 5/24/09 | 11,650 | $ | 395,984 | — | — | ||||||||||||||||||||||||||||||||||
Victor S. Schneider | -0- | 3,741 | — | $ | 16.50 | 5/24/09 | 11,650 | $ | 395,984 | — | — | ||||||||||||||||||||||||||||||||||
Thomas W. Peterson | -0- | 3,218 | — | $ | 16.50 | 5/24/09 | 11,650 | $ | 395,984 | — | — | ||||||||||||||||||||||||||||||||||
Troy D. Rosser | -0- | 1,097 | — | $ | 16.50 | 5/24/09 | 11,650 | $ | 395,984 | — | — | ||||||||||||||||||||||||||||||||||
David A. Dye | -0- | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
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Option Awards | Stock Awards | |||||||||||||||||||
Number of | Number of | |||||||||||||||||||
Shares | Shares | |||||||||||||||||||
Acquired | Value Realized | Acquired | Value Realized | |||||||||||||||||
on Exercise | on Exercise | on Vesting | on Vesting | |||||||||||||||||
Name of Executive | (#) | ($) | (#) | ($) | ||||||||||||||||
J. Boyd Douglas | — | — | — | — | ||||||||||||||||
M. Stephen Walker | — | — | — | — | ||||||||||||||||
Victor S. Schneider | — | — | — | — | ||||||||||||||||
Thomas W. Peterson | — | — | — | — | ||||||||||||||||
Troy D. Rosser | — | — | — | — | ||||||||||||||||
David A. Dye | 3,770 | $ | 73,515 | (1) | — | — | ||||||||||||||
(1) | This amount reflects the difference between the exercise price of the option and the market price of the Company’s common stock at the time of exercise. |
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Amount that Would Have Been Realized Due to | ||||
Acceleration of Vesting of Option in the Event | ||||
Name | of the Executive’s Death or Disability | |||
J. Boyd Douglas | $ | 69,155 | ||
M. Stephen Walker | $ | 53,554 | ||
Victor S. Schneider | $ | 65,430 | ||
Thomas W. Peterson | $ | 56,282 | ||
Troy D. Rosser | $ | 19,187 |
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Amount that Would Have Been Realized Due to | ||||
Acceleration of Vesting of Restricted Stock in the Event of | ||||
Name | Executive’s Death, Disability or Termination without Cause(1) | |||
J. Boyd Douglas | $ | 791,933 | ||
M. Stephen Walker | $ | 395,984 | ||
Victor S. Schneider | $ | 395,984 | ||
Thomas W. Peterson | $ | 395,984 | ||
Troy D. Rosser | $ | 395,984 |
(1) | With respect to the termination of a named executive officer without cause, this table assumes that the Board would have exercised its discretion under the 2005 Restricted Stock Plan and approved an acceleration of vesting of all of the shares of restricted stock upon such a termination. |
- | CPSI or any CPSI benefit plan; | |
- | any company owned by CPSI stockholders in the same proportions as their ownership of CPSI stock; or | |
- | with respect to the 2002 Stock Option Plan, one or more of the six stockholders who sold stock in CPSI’s initial public offering in 2002. |
(ii) | When, during any two-year period, the members of CPSI’s Board of Directors at the beginning of the period (along with any new director whose election or nomination is approved by at least two-thirds of the directors who either were directors at the beginning of the period or who were so approved) cease to constitute a majority of the Board. |
(iii) | CPSI’s shareholders approve a merger or consolidation of CPSI with another corporation, unless the outstanding shares of CPSI stock immediately prior the transaction continue to represent more than 50% of the combined voting stock of CPSI or its successor immediately following the transaction. |
(iv) | CPSI’s stockholders approve a plan of complete liquidation of CPSI or an agreement for the sale of all or substantially all of CPSI’s assets. |
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Restricted Stock | Options | |||||||||||
Name | Vesting | Vesting | Total | |||||||||
J. Boyd Douglas | $ | 791,933 | $ | 69,155 | $ | 861,088 | ||||||
M. Stephen Walker | $ | 395,984 | $ | 53,554 | $ | 449,538 | ||||||
Victor S. Schneider | $ | 395,984 | $ | 65,430 | $ | 461,414 | ||||||
Thomas W. Peterson | $ | 395,984 | $ | 56,282 | $ | 452,266 | ||||||
Troy D. Rosser | $ | 395,984 | $ | 19,187 | $ | 415,171 |
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Change in | ||||||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||||||
Non-Equity | Nonqualified | |||||||||||||||||||||||||||||||
Fees Earned or | Stock | Option | Incentive Plan | Deferred | All Other | |||||||||||||||||||||||||||
Paid in Cash | Awards | Awards | Compensation | Compensation | Compensation | Total | ||||||||||||||||||||||||||
Name(1) | ($) | ($) | ($) | ($) | Earnings | ($) | ($) | |||||||||||||||||||||||||
Hal. L. Daugherty | $ | 16,000 | — | — | — | — | — | $ | 16,000 | |||||||||||||||||||||||
Charles P. Huffman | $ | 23,000 | — | — | — | — | — | $ | 23,000 | |||||||||||||||||||||||
John C. Johnson | $ | 18,000 | — | — | — | — | — | $ | 18,000 | |||||||||||||||||||||||
Ernest F. Ladd, III | $ | 23,000 | — | — | — | — | — | $ | 23,000 | |||||||||||||||||||||||
John Morrissey | $ | 18,000 | — | — | — | — | — | $ | 18,000 | |||||||||||||||||||||||
W. Austin Mulherin | $ | 18,000 | — | — | — | — | — | $ | 18,000 | |||||||||||||||||||||||
M. Kenny Muscat | $ | 18,000 | — | — | — | — | — | $ | 18,000 | |||||||||||||||||||||||
William R. Seifert, II | $ | 23,000 | — | — | — | — | — | $ | 23,000 | |||||||||||||||||||||||
Dennis P. Wilkins | $ | 9,000 | — | — | — | — | — | $ | 9,000 |
(1) | J. Boyd Douglas, the Company’s President and Chief Executive Officer, is not included in this table as he is, and at all times during 2006 was, an employee of the Company and thus received no compensation for his service as a director. The compensation received by Mr. Douglas as an employee of the Company is shown in the Summary Compensation Table on page 16. David A. Dye, the Company’s Chairman of the Board, and its President and Chief Executive Officer until May 17, 2006, is not included in this table as he was an employee of the Company during part of 2006. The consulting fees received by Mr. Dye following his retirement as President and Chief Executive Officer are reported in the Summary Compensation Table on page 16. Mr. Dye did not receive a retainer or any attendance fees for his service as a director in 2006. Mr. Wilkins retired as a director on May 11, 2006. |
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• | each director and director nominee; | |
• | each executive officer named in the Summary Compensation Table on page 16; | |
• | all of our directors and executive officers as a group; and | |
• | beneficial owners of 5% or more of our common stock. |
Number of Shares | % of Shares | |||||||
of Common | of Common | |||||||
Name of Beneficial Owner | Stock(1) | Stock(2) | ||||||
Palisade Capital Management, L.L.C.(3) | 867,000 | 8.1 | % | |||||
Century Capital Management LLC(4) | 766,600 | 7.1 | % | |||||
Kayne Anderson Rudnick Investment Management, LLC(5) | 866,034 | 8.1 | % | |||||
Neuberger Berman Inc.(6) | 583,528 | 5.4 | % | |||||
Hal L. Daugherty, Jr. | 0 | * | ||||||
J. Boyd Douglas(7) | 127,953 | 1.2 | % | |||||
David A. Dye(8) | 101,000 | * | ||||||
Charles P. Huffman(9) | 1,000 | * | ||||||
John C. Johnson | 500 | * | ||||||
Ernest F. Ladd, III | 1,700 | * | ||||||
John Morrissey | 362,000 | 3.4 | % | |||||
W. Austin Mulherin, III(10) | 2,107 | * | ||||||
M. Kenny Muscat | 551,364 | 5.1 | % | |||||
William R. Seifert, II | 550 | * | ||||||
Thomas W. Peterson(11) | 41,868 | * | ||||||
Troy D. Rosser(12) | 12,747 | * | ||||||
Victor S. Schneider(13) | 55,591 | * | ||||||
M. Stephen Walker(14) | 57,712 | * | ||||||
All Directors & Executive Officers as a group (19 persons) | 1,695,695 | 15.7 | % |
* | Reflects ownership of less than 1%. |
(1) | The number of shares of common stock reflected in the table is that number of shares which are deemed to be beneficially owned under the federal securities laws. Shares deemed to be beneficially owned include shares as to which, directly or indirectly, through any contract, relationship, arrangement, understanding or otherwise, either voting power or investment power is held or shared. Unless otherwise stated, the named person has the sole voting and investment power for the shares indicated. | |
(2) | Percentage of ownership is based on 10,757,141 shares of Company common stock outstanding as of March 30, 2007. In the case of persons who possess outstanding stock options, percentage of ownership is based on the shares described in the previous sentence and the number of shares underlying options held by such persons exercisable within 60 days from said date. Percentage of ownership with respect to all directors and executive officers as a group also includes options held by executive officers which entitle them to purchase 21,615 shares of common stock within 60 days of March 30, 2007. | |
(3) | The address of Palisade Capital Management, L.L.C. is One Bridge Plaza, Suite 695, Fort Lee, NJ 07024. This information is based solely upon our review of Amendment No. 4 to Schedule 13G filed by Palisade Capital Management, L.L.C. with the Securities and Exchange Commission on or about February 13, 2007, reporting beneficial ownership as of December 31, 2006. | |
(4) | The address of Century Capital Management LLC is 100 Federal St. Boston, MA 02110. This information is based solely upon our review of a Schedule 13G filed by Century Capital Management LLC and certain related parties with the Securities and Exchange Commission on or about February 13, 2007, reporting beneficial ownership as of December 31, 2006. | |
(5) | The address of Kayne Anderson Rudnick Investment Management, LLC is 1800 Avenue Of The Stars, 2nd Floor, Los Angeles, CA 90067. This information is based solely upon our review of a Schedule 13G filed by Kayne Anderson Rudnick Investment Management, LLC with the Securities and Exchange Commission on or about February 5, 2007, reporting beneficial ownership as of December 31, 2006. |
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(6) | The address of Neuberger Berman Inc. is 605 Third Avenue, New York, NY 10158. This information is based solely upon our review of a Schedule 13G filed by Neuberger Berman Inc., and an affiliated entity, Neuberger Berman, LLC, with the Securities and Exchange Commission on or about February 13, 2007, reporting beneficial ownership as of December 31, 2006. | |
(7) | Includes 100 shares owned by Mr. Douglas’s wife and a total of 600 shares held in custodial accounts for the benefit of his three children. 3,866 shares are subject to a mandatory transfer obligation under which Mr. Douglas would be required to transfer the shares to Mr. Muscat, a director of CPSI, in the event Mr. Douglas’s employment with the Company terminates for certain reasons prior to May 17, 2007. Also includes 23,299 shares of restricted stock granted to Mr. Douglas on January 30, 2006, of which 4,660 shares are vested, and 3,954 options exercisable on May 24, 2007. | |
(8) | Includes 66,000 shares owned by Mr. Dye’s wife. | |
(9) | Mr. Huffman shares voting and investment power for these shares with his wife. | |
(10) | Includes 222 shares held in a custodial account for the benefit of Mr. Mulherin’s daughter. | |
(11) | Mr. Peterson shares voting and investment power for 27,000 shares with his wife. Includes 11,650 shares of restricted stock granted to Mr. Peterson on January 30, 2006, of which 2,330 shares are vested, and 3,218 options that vest on May 24, 2007. | |
(12) | Includes 11,650 shares of restricted stock granted to Mr. Rosser on January 30, 2006, of which 2,330 shares are vested. Also includes 1,097 options that vest on May 24, 2007. | |
(13) | Includes a total of 200 shares held in custodial accounts for the benefit of Mr. Schneider’s two children, 11,650 shares of restricted stock granted to Mr. Schneider on January 30, 2006, of which 2,330 shares are vested, and 3,741 options that vest on May 24, 2007. | |
(14) | Includes 11,650 shares of restricted stock granted to Mr. Walker on January 30, 2006, of which 2,330 shares are vested. Also includes 3,062 options that vest on May 24, 2007. |
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• | We have reviewed and discussed with management the Company’s audited financial statements as of, and for, the year ended December 31, 2006. | |
• | We have discussed with the independent registered public accountants, Grant Thornton LLP, the matters required to be discussed by Statement on Auditing Standard No. 61,Communication with Audit Committees, as amended. | |
• | We have received and reviewed the written disclosures and the letter from the independent registered public accountants required by Independence Standard No. 1,IndependenceDiscussions with Audit Committees, as amended by the Independence Standards Board, and have discussed with the registered public accountants their independence. We considered whether the provision of non-financial audit services was compatible with Grant Thornton LLP’s independence in performing financial audit services. |
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
2006 | 2005 | |||||||
Audit Fees | $ | 462,688 | $ | 408,442 | ||||
Audit-Related Fees | 79,960 | 92,268 | ||||||
Tax Fees | -0- | -0- | ||||||
All Other Fees | -0- | -0- | ||||||
TOTAL | $ | 542,648 | $ | 500,710 | ||||
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your proxy card in the
envelope provided as soon
as possible.
20330000000000000000 9 | 051007 |
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
1. | To elect the following three persons as Class II directors to serve on the Board of Directors until the 2010 annual meeting or until their successors are duly elected and qualified: | 2. | To ratify the appointment of Grant Thornton LLP as independent registered public accountants. | FOR¨
| AGAINST¨
| ABSTAIN¨
| ||||||||||||
NOMINEES: | ||||||||||||||||||
¨ | FOR ALL NOMINEES | O M. Kenny Muscat | The undersigned acknowledges that the Annual Meeting may be postponed or adjourned to a date subsequent to the date set forth on the reverse side, and intends that this Proxy shall be effective at the Annual Meeting after such | |||||||||||||||
¨ |
WITHHOLD AUTHORITY FOR ALL NOMINEES | O J. Boyd Douglas
O Charles P. Huffman | postponement(s) or adjournment(s). This Proxy is revocable, and the undersigned may revoke it at any time by delivery of written notice of such revocation to the Company or its agent, American Stock Transfer & Trust Company, N.A., prior to the date of the Annual Meeting, or by attendance | |||||||||||||||
¨ | FOR ALL EXCEPT (See instructions below) | at the Annual Meeting. | ||||||||||||||||
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:l | PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE. | |||||||||||||||||
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
¨ |
Signature of Stockholder | Date: | Signature of Stockholder | Date: | |||||||||||
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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COMPUTER PROGRAMS AND SYSTEMS, INC.
6600 WALL STREET
MOBILE, ALABAMA 36695