SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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[_] Preliminary Proxy Statement
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[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
WIND RIVER SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)
Wind River Systems, Inc.
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(Name of Person(s) Filing Proxy Statement)
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WIND RIVER SYSTEMS, INC.
1010 Atlantic Avenue
Alameda, CA 94501
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 23, 1996
TO THE STOCKHOLDERS OF WIND RIVER SYSTEMS, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of Wind
River Systems, Inc., a Delaware corporation (the "Company"), will be held on
Tuesday, July 23, 1996, at 10:00 a.m. local time at 1010 Atlantic Avenue,
Alameda, California, for the following purposes:
1. To elect five directors to hold office for the ensuing year.
2. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the authorized number of shares of Common Stock
from 20,000,000 shares to 75,000,000 shares.
3. To approve the Company's Amended and Restated 1987 Equity Incentive Plan,
as amended to increase the aggregate number of shares of Common Stock
authorized for issuance under such plan by 1,350,000 shares.
4. To ratify the selection of Price Waterhouse LLP as independent auditors of
the Company for its fiscal year ending January 31, 1997.
5. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on May 31, 1996, as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors
RICHARD W. KRABER
Secretary
Alameda, California
June 12, 1996
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
WIND RIVER SYSTEMS, INC.
1010 Atlantic Avenue
Alameda, California 94501
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of Wind
River Systems, Inc., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held on JULY 23, 1996, at 10:00 A.M. local
time (the "Annual Meeting"), or at any adjournment or postponement thereof, for
the purposes set forth herein and in the accompanying Notice of Annual Meeting.
The Annual Meeting will be held at WIND RIVER SYSTEMS, INC., 1010 ATLANTIC
AVENUE, ALAMEDA, CALIFORNIA. The Company intends to mail this proxy statement
and accompanying proxy card on or about JUNE 12, 1996, to all stockholders
entitled to vote at the Annual Meeting.
On May 24, 1996, a three-for-two stock split was effected by means of
payment of a stock dividend with respect to all of the Company's Common Stock
outstanding on May 10, 1996. All share numbers and prices in this Proxy
Statement as of a date prior to May 24, 1996 have been adjusted to give effect
to the stock dividend.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company or, at the Company's request, American Stock Transfer and Trust Co. No
additional compensation will be paid to directors, officers or other regular
employees for such services, but American Stock Transfer and Trust Co. will be
paid its customary fee, estimated to be $5,000, if it renders solicitation
services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on May 31,
1996, will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on May 31, 1996, the Company had outstanding and entitled to
vote 13,883,053 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but, except with respect to Proposal 2, are not counted for any purpose
in determining whether a matter has been approved. Broker non-votes with respect
to Proposal 2 will have the same effect as negative votes.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal office, 1010 Atlantic
Avenue, Alameda, California 94501, a written notice of revocation or a duly
executed proxy bearing a later date, or it may be revoked by attending the
meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
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STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's 1997 annual meeting of stockholders must be received by the Company
not later than February 12, 1997, in order to be included in the proxy statement
and proxy relating to that annual meeting.
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PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation and By-laws authorize a
board of five directors. All directors hold office until the next annual
meeting of stockholders and until their successors have been elected and have
qualified, or until their earlier death, resignation or removal.
The Board of Directors is presently composed of five members. All the
nominees for election to this class are currently directors of the Company who
were previously elected by the stockholders. If elected at the Annual Meeting,
each of the nominees would serve until the 1997 annual meeting and until his or
her successor is elected and has qualified, or until such director's earlier
death, resignation or removal.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the meeting. Shares represented by
executed proxies will be voted, if authority to do so is not withheld, for the
election of the five nominees named below. In the event that any nominee should
be unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of such substitute nominee as management may
propose. Each person nominated for election has agreed to serve if elected, and
management has no reason to believe that any nominee will be unable to serve.
NOMINEES
Set forth below is biographical information for each person nominated.
Jerry L. Fiddler, 44, co-founded the Company in February 1983, and
currently serves as Chairman of the Board. From February 1983 to March 1994, he
also served as Chief Executive Officer of the Company. Prior to founding the
Company, he was a computer scientist in the Real-Time Systems Group at Lawrence
Berkeley Laboratory. Mr. Fiddler holds a B.A. in music and photography and an
M.S. in computer science from the University of Illinois.
Ronald A. Abelmann, 58, joined the Company in March 1994 as Chief Executive
Officer, President and Director. From 1987 to 1993, he served as the founding
Chief Executive Officer of Vantage Analysis Systems, a developer of VHDL-based
simulation software for design automation. Prior to then, he served as Group
Vice President and General Manager for the Instrument Division of Varian
Associates. Mr. Abelmann holds B.S. and M.S. degrees in applied physics from
the University of California at Los Angeles, and an M.B.A. from Stanford
University.
David N. Wilner, 42, co-founded the Company in February 1983 and currently
serves as Chief Technical Officer and a Director. Prior to founding the
Company, he was a senior staff scientist in the Real-Time Systems Group at
Lawrence Berkeley Laboratory. Mr. Wilner holds a B.S. in computer science from
the University of California at Berkeley.
William B. Elmore, 43, became a director of the Company in August 1990. He
is currently a general partner of Foundation Capital, a venture capital
investment firm. From 1987 to 1995, he was a general partner of Inman & Bowman
and Inman & Bowman Entrepreneurs, venture capital investment firms. Mr. Elmore
holds a B.S. and an M.S. in electrical engineering from Purdue University and an
M.B.A. from Stanford University. Mr. Elmore currently serves on the board of
directors of ParcPlace--Digitalk, Inc.
David B. Pratt, 56, became a director of the Company in April 1995. He
has been an officer of Adobe Systems Incorporated, a developer of software for
printing and publishing, since 1988. He is currently a Senior Vice President
and Chief Operating Officer at Adobe. From 1987 to 1988, he was Executive Vice
President and Chief Operating Officer of Logitech Corporation. From 1986 to
1987, he was Senior Vice President and Chief Operating Officer of Quantum
Corporation. Mr. Pratt holds a
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B.S.E.E. degree from the Massachusetts Institute of Technology and an M.B.A.
from the University of Chicago. Mr. Pratt currently serves on the board of
directors of Radius, Inc.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended January 31, 1996, the Board of Directors held
six meetings. The Board has an Audit Committee and a Compensation Committee.
It has no nominating committee.
The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements; recommends to the Board the independent auditors to be retained; and
receives and considers the accountants' comments as to controls, adequacy of
staff and management performance and procedures in connection with audit and
financial controls. The Audit Committee is composed of two directors: Messrs.
Elmore and Pratt. It met twice during fiscal 1996.
The Compensation Committee makes recommendations concerning salaries and
incentive compensation, awards stock options to employees and consultants under
the Company's stock option plans and otherwise determines compensation levels
and performs such other functions regarding compensation as the Board may
delegate. The Compensation Committee is composed of two directors: Messrs.
Elmore and Pratt It met three times during fiscal 1996.
During the fiscal year ended January 31, 1996, all directors except David
N. Wilner attended 75% or more of the aggregate of the meetings of the Board and
of the committees on which he served, held during the period for which he was a
director or committee member, respectively.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Page 4
PROPOSAL 2
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
In April 1996, the Board of Directors adopted, subject to stockholder
approval, an amendment to the Company's Restated Certificate of Incorporation to
increase the Company's authorized number of shares of Common Stock from
20,000,000 shares to 75,000,000 shares.
The additional Common Stock to be authorized by adoption of the amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Adoption of the proposed amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common Stock
of the Company, except for effects incidental to increasing the number of shares
of the Company's Common Stock outstanding, such as dilution of earnings per
share and voting rights of current holders of Common Stock. If the amendment is
adopted, it will become effective upon filing of a Certificate of Amendment of
the Company's Restated Certificate of Incorporation with the Secretary of State
of Delaware.
In addition to the 13,883,053 shares of Common Stock outstanding at May 31,
1996, 3,656,192 shares were reserved for issuance upon exercise of options and
rights granted under the Company's stock option and stock purchase plans, and
150,000 shares were reserved for issuance upon exercise of outstanding warrants.
The Board of Directors desires to have such shares available to provide
additional flexibility in using its capital stock for business and financial
purposes in the future. The additional shares may be used, without further
stockholder approval, for various purposes including, without limitation,
raising capital; providing equity incentives to employees, officers or directors
under existing plans; establishing strategic relationships with other companies;
acquiring other business or products; or paying stock dividends. The Board of
Directors has not taken any definitive action with respect to such shares.
The additional shares of Common Stock that would become available for
issuance if the proposal were adopted could also be used by the Company to
oppose a hostile takeover attempt or delay or prevent changes in control or
management of the Company. For example, without further stockholder approval,
the Board could adopt a "poison pill" which would, under certain circumstances
related to an acquisition of shares not approved by the Board, give certain
holders the right to acquire additional shares of Common Stock at a low price,
or the Board could strategically sell shares of Common Stock in a private
transaction to purchasers who would oppose a takeover or favor the current
Board. Although this proposal to increase the authorized Common Stock has been
prompted by business and financial considerations and not by the threat of any
hostile takeover attempt (nor is the Board currently aware of any such attempts
directed at the Company), stockholders nevertheless should be aware that
approval of the proposal could facilitate future efforts by the company to deter
or prevent changes in control of the Company, including transactions in which
the stockholders might otherwise receive a premium for their shares over then
current market prices.
The affirmative vote of the holders of a majority of the shares of the
Common Stock will be required to approve this amendment to the Company's
Restated Certificate of Incorporation. As a result, abstentions and broker non-
votes will have the same effect as negative votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
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PROPOSAL 3
APPROVAL OF THE AMENDED AND RESTATED 1987 EQUITY INCENTIVE PLAN
In September 1987, the Board of Directors adopted, and the stockholders
subsequently approved, the Company's Amended and Restated 1987 Equity Incentive
Plan (the "1987 Plan"). As a result of a series of amendments, currently there
are 4,950,000 shares of the Company's Common Stock authorized for issuance under
the 1987 Plan.
At May 31, 1996, options (net of canceled or expired options) covering an
aggregate of 4,291,913 shares of the Company's Common Stock had been granted
under the 1987 Plan, and only 658,087 shares, (plus any shares that might in the
future be returned to the plan as a result of cancellations or expirations of
options), remained available for future grants under the 1987 Plan.
On April 25, 1996, the Board approved an amendment to the 1987 Plan,
subject to stockholder approval of such amendment and of the amendment of the
Company's Restated Certificate of Incorporation as set forth in Proposal 2
above, to enhance the flexibility of the Board and the Compensation Committee in
granting stock options to the Company's employees. The amendment increases the
number of shares authorized for issuance under the 1987 Plan by 1,350,000
shares, from a total of 4,950,000 shares to 6,300,000 shares. The Board adopted
this amendment to ensure that the Company can continue to grant stock options to
employees at levels determined appropriate by the Board and the Compensation
Committee.
Stockholders are requested in this Proposal 3 to approve the 1987 Plan, as
amended. The affirmative vote of the holders of a majority of the shares
present in person or represented by proxy and entitled to vote at the meeting
will be required to approve the 1987 Plan, as amended.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
The essential features of the 1987 Plan are outlined below:
GENERAL
The 1987 Plan provides for the grant of both incentive and non-statutory
stock options, stock bonuses, rights to purchase restricted stock and stock
appreciation rights ("Stock Awards"). Incentive stock options granted under the
1987 Plan are intended to qualify as "incentive stock options" within the
meaning of SectionE422 of the Internal Revenue Code of 1986, as amended (the
"Code"). Non-statutory stock options granted under the 1987 Plan are intended
not to qualify as incentive stock options under the Code. See "Federal Income
Tax Information" for a discussion of the tax treatment of incentive and non-
statutory stock options.
PURPOSE
The 1987 Plan was adopted to provide a means by which employees of and
consultants to the Company, and its affiliates, may be given an opportunity to
purchase stock in the Company, to assist in retaining the services of employees
holding key positions, to secure and retain the services of persons capable of
filling such positions and to provide incentives for such persons to exert
maximum efforts for the success of the Company. All of the approximately 230
Company employees and consultants are eligible to participate in the 1987 Plan.
ADMINISTRATION
The 1987 Plan is administered by the Board of Directors of the Company.
The Board has the power to construe and interpret the 1987 Plan and, subject to
the provisions of the 1987 Plan, to determine the persons to whom and the dates
on which options will be granted, the number of shares to be subject to each
option, the time or times during the term of each option within which all or a
portion of such option may be exercised, the exercise price, the type of
consideration and other terms of the
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option. The Board of Directors is authorized to delegate administration of the
1987 Plan to a committee composed of not fewer than two members of the Board,
all of whom shall be disinterested persons. The Board has delegated
administration of the 1987 Plan to the Compensation Committee of the Board. As
used herein with respect to the 1987 Plan, the "Board" refers to the
Compensation Committee as well as to the Board of Directors itself.
In order to preserve certain tax deductions for the Company, Treasury
regulations promulgated under Section 162(m) of the Code require that the
directors who administer awards with respect to certain officers must be
"outside directors." The 1987 Plan provides that, in the Board's discretion,
directors administering such awards under the 1987 Plan will also be "outside
directors" within the meaning of Section 162(m). This limitation would exclude
from the administration of such awards (i) current employees of the Company,
(ii) former employees of the Company receiving compensation for past services
(other than benefits under a tax-qualified pension plan), (iii) current and
former officers of the Company, (iv) directors currently receiving direct or
indirect remuneration from the Company in any capacity (other than as a
director), unless any such person is otherwise considered an "outside director"
for the purposes of Section 162 (m).
ELIGIBILITY
Incentive stock options and stock appreciation rights may be granted under
the 1987 Plan only to employees of the Company and its affiliates. Stock awards
other than incentive stock options and stock appreciation rights may be granted
only to employees, directors or consultants.
A director shall not be eligible for the benefits of the 1987 Plan unless
at the time discretion is exercised in the selection of the director as a person
to whom stock awards may be granted, or in the determination of the number of
shares which may be covered by stock awards granted to the director: (i) the
Board has delegated its discretionary authority over the 1987 Plan to a
committee which consists solely of disinterested persons; or (ii) the 1987 Plan
otherwise complies with the requirements of Rule 16b-3 ("Rule 16b-3") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
No incentive stock option may be granted under the 1987 Plan to any person
who, at the time of the grant, owns (or is deemed to own pursuant to Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of the Company or any affiliate of the Company, unless the option exercise
price is at least 110% of the fair market value of the stock subject to the
option on the date of grant, and the term of the option does not exceed five
years from the date of grant.
No employee may be granted stock option or stock appreciation rights
covering more than 1,009,282 shares of the Company's Common Stock in any
calendar year.
STOCK SUBJECT TO THE 1987 PLAN
If options granted under the 1987 Plan expire or otherwise terminate
without being exercised, the Common Stock not purchased pursuant to such options
again becomes available for issuance under the 1987 Plan.
TERMS OF OPTIONS
The following is a description of the permissible terms of options under
the 1987 Plan. Individual option grants may be more restrictive as to any or all
of the permissible terms described below.
Exercise Price; Payment. The exercise price of incentive stock options
under the 1987 Plan may not be less than the fair market value of the Common
Stock (defined as the closing sale price of the Company's Common Stock on the
Nasdaq National Market on the last trading day prior to the date of grant)
subject to the option on the date of the option grant, and in some cases (see
"Eligibility" above), may not be less than 110% of such fair market value. The
exercise price of non-statutory options under
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the 1987 Plan may not be less than 85% of the fair market value of the Common
Stock subject to the option on the date of the option grant.
On June 5, 1996, the closing price of the Common Stock in the Nasdaq
National Market was $32.25 per share. This price per share has been adjusted to
give effect to the three-for-two stock dividend.
The exercise price of options granted under the 1987 Plan must be paid
either: (i) in cash at the time the option is exercised; or (ii) at the
discretion of the Board, (a) by delivery of other Common Stock of the Company,
(b) pursuant to a deferred payment arrangement or (iii) in any other form of
legal consideration acceptable to the Board.
Option Exercise. Options granted under the 1987 Plan may, but need not,
become exercisable in periodic installments (which may, but need not, be equal).
Options granted under the 1987 Plan generally become exercisable at a rate of
1/4 of the shares subject to the option at the end of the first year and 1/48 of
the shares subject to the option at the end of each month thereafter.
Term. The maximum term of options under the 1987 Plan is 10 years.
Options under the 1987 Plan terminate three months after the optionee ceases to
be employed by the Company or any affiliate of the Company, unless (i) the
termination of employment is due to such person's permanent and total disability
(as defined in the Code), in which case the option may, but need not, provide
that it may be exercised at any time within one year of such termination; (ii)
the optionee dies while employed by the Company or any affiliate of the Company,
or within 12 months after termination of such employment, in which case the
option may, but need not, provide that it may be exercised (to the extent the
option was exercisable at the time of the optionee's death) within 12 months of
the optionee's death by the person or persons to whom the rights to such option
pass by will or by the laws of descent and distribution; or (iii) the option by
its terms specifically provides otherwise. Individual options by their terms
may provide for exercise within a longer period of time following termination of
employment or the consulting relationship. The option term may also be extended
in the event that exercise of the option within this period is prohibited for
specific reasons.
TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK
Purchase Price; Payment. The purchase price under each restricted stock
purchase agreement will be determined by the Board. The purchase price must be
paid either: (i) in cash at the time of purchase; (ii) at the discretion of the
Board, according to a deferred payment or other arrangement with the person to
whom the Common Stock is sold; or (iii) in any other form of legal consideration
that may be acceptable to the Board in its discretion. Eligible participants
may be awarded stock pursuant to a stock bonus agreement in consideration of
past services actually rendered to the Company or for its benefit.
Repurchase. Shares of Common Stock sold or awarded under the 1987 Plan
may, but need not, be subject to a repurchase option in favor of the Company in
accordance with a vesting schedule determined by the Board. In the event a
person ceases to be an employee or director of, or consultant to, the Company or
an affiliate of the Company, the Company may repurchase or otherwise re-acquire
any or all of the shares of Common Stock held by that person that have not
vested as of the date of termination under the terms of the stock bonus or
restricted stock purchase agreement between the Company and such person.
STOCK APPRECIATION RIGHTS
The Board may grant stock appreciation rights ("SARs") to employees or
directors of, or consultants to, the Company or its affiliates. The 1987 Plan
authorizes three types of SARs. The Company to date has not issued any SARs.
Tandem Stock Appreciation Rights. Tandem SARs are tied to an underlying
option and require the holder to elect whether to exercise the underlying option
or to surrender the option for an appreciation distribution equal to the market
price of the vested shares purchasable under the
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surrendered option less the aggregate exercise price payable for such shares.
Amounts payable upon exercise of tandem SARs must be paid in cash.
Concurrent Stock Appreciation Rights. Concurrent SARs are tied to an
underlying option and are exercised automatically at the same time the
underlying option is exercised. The holder receives an appreciation
distribution equal to the market price of the vested shares purchased under the
option less the aggregate exercise price payable for such shares. Amounts
payable upon exercise of concurrent SARs must be paid in cash.
Independent Stock Appreciation Rights. Independent SARs are granted
independently of any option and entitle the holder to receive upon exercise an
appreciation distribution equal to the market price of a number of shares equal
to the number of share equivalents to which the holder is vested under the
independent SAR less the fair market value of such number of shares of stock on
the date of grant of the independent SAR. Amounts payable upon exercise of
independent SARs may, at the Board's discretion, be paid in cash, in shares of
Common Stock or a combination thereof.
ADJUSTMENT PROVISIONS
If there is any change in the stock subject to the 1987 Plan or subject to
any option granted under the 1987 Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the 1987 Plan and Stock
Awards outstanding thereunder will be appropriately adjusted as to the class and
the maximum number of shares subject to such plan, the maximum number of shares
which may be granted to any employee during any calendar year, and the class,
number of shares and price per share of stock subject to such outstanding Stock
Awards.
EFFECT OF CERTAIN CORPORATE EVENTS
The 1987 Plan provides that, in the event of a dissolution or liquidation
of the Company, or a specified type of merger or other corporate reorganization,
to the extent permitted by law, any surviving corporation will be required to
either assume Stock Awards outstanding under the 1987 Plan or substitute similar
Stock Awards for those outstanding under such plan, or such outstanding Stock
Awards will continue in full force and effect. In the event that any surviving
corporation declines to assume or continue Stock Awards outstanding under the
1987 Plan, or to substitute similar Stock Awards, then the time during which
such Stock Awards may be exercised will be accelerated and the Stock Awards
terminated if not exercised during such time. The 1987 Plan also provides for
the acceleration of vesting for stock options which otherwise would vest within
the thirty (30) month period following the occurrence of certain hostile changes
of control. A "hostile" change of control would involve either (i) the
acquisition by any person or related group of a majority of the company's voting
securities which has not been approved by the Board of Directors or (ii) a
change of a majority of the members of the Board of Directors in a 24-month
period where the new directors were not approved by a majority of the members of
the Board of Directors at the beginning of such period or were seated as the
result of a proxy contest or other contest over election of members of the Board
of Directors.
DURATION, AMENDMENT AND TERMINATION
The Board may suspend or terminate the 1987 Plan without stockholder
approval or ratification at any time or from time to time. Unless sooner
terminated, the 1987 Plan will terminate in September 2002.
The Board may also amend the 1987 Plan at any time or from time to time.
However, no amendment will be effective unless approved by the stockholders of
the Company within twelve months before or after its adoption by the Board if
the amendment would: (i) modify the requirements as to eligibility for
participation (to the extent such modification requires stockholder approval in
order for the 1987 Plan to satisfy Section 422 of the Code, if applicable, or
Rule 16b-3; (ii) increase the number of shares reserved for issuance upon
exercise of Stock Awards; or (iii) change any other provision
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of the 1987 Plan in any other way if such modification requires stockholder
approval in order to comply with Rule 16b-3 or satisfy the requirements of
Section 422 of the Code.
RESTRICTIONS ON TRANSFER
Under the 1987 Plan, an option may not be transferred by the optionee other
than by will or by the laws of descent and distribution. During the lifetime of
an optionee, an option may be exercised only by the optionee. In addition,
shares subject to repurchase by the Company under stock bonus agreements,
restricted stock purchase agreements or early exercise stock purchase agreements
may be subject to restrictions on transfer which the Board deems appropriate.
FEDERAL INCOME TAX INFORMATION
Potential Limitation on Company Deductions. As part of the Omnibus Budget
Reconciliation Act of 1993, the U.S. Congress amended the Code to add Section
162(m) which 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 a covered employee. It is possible that
compensation attributable to Stock Awards, when combined with all other types
of compensation received by a covered employee from the Company, may cause this
limitation to be exceeded in any particular year.
Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with Treasury regulations issued under Code Section 162(m),
compensation attributable to stock options and SARs will qualify as performance-
based compensation, provided that the option or SAR is granted by a compensation
committee comprised solely of "outside directors" and either: (i) the plan
contains a per-employee limitation on the number of shares for which options and
SARs may be granted during a specified period; the per-employee limitation is
approved by the stockholders; and the exercise price of the option or SAR is no
less than the fair market value of the stock on the date of grant; or (ii) the
option or SAR is granted (or exercisable) only upon the achievement (as
certified by the compensation committee) of objective performance goals
established by the compensation committee while the outcome is substantially
uncertain and the terms of that option or SAR are approved by stockholders.
In order that the Company may generally continue to deduct as a business
expense the compensation attributable to the exercise of stock options under the
1987 Plan, the 1987 Plan includes a per-employee limitation in order to satisfy
the first condition listed above.
Incentive Stock Options. Incentive Stock options under the 1987 Plan are
intended to be eligible for the favorable federal income tax treatment accorded
"incentive stock options" under the Code.
There generally are no federal income tax consequences to the optionee or
the Company by reason of the grant or exercise of an incentive stock option.
However, the exercise of an incentive stock option may increase the optionee's
alternative minimum tax liability, if any.
If an optionee holds stock acquired through exercise of an incentive stock
option for at least two years from the date on which the option is granted and
at least one year from the date on which the shares are transferred to the
optionee upon exercise of the option, any gain or loss on a disposition of such
stock will be long-term capital gain or loss. Generally, if the optionee
disposes of the stock before the expiration of either of these holding periods
(a "disqualifying disposition"), at the time of disposition the optionee will
realize taxable ordinary income equal to the lesser of (i) the excess of the
stock's fair market value on the date of exercise over the exercise price, or
(ii) the optionee's actual gain, if any, on the purchase and sale. The
optionee's additional gain, or any loss upon the disqualifying disposition, will
be a capital gain or loss which will be long-term or short-term depending on
whether the stock was held for more than one year. Capital gains currently are
generally subject to lower tax rates than ordinary income. The maximum capital
gains rate for federal income tax purposes is currently 28% while the maximum
ordinary income rate is effectively 39.6%. Slightly different rules may apply to
optionees who acquire stock subject to certain repurchase options or who are
subject to Section 16(b) of the Exchange Act.
Page 10
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will generally be entitled (subject to
the requirement of reasonableness, the provisions of Section 162(m) of the Code
and the satisfaction of a tax reporting obligation) to a corresponding business
expense deduction in the tax year in which the disqualifying disposition occurs.
Non-statutory Stock Options. Non-statutory stock options granted under the
1987 Plan generally have the following federal income tax consequences:
There are no tax consequences to the optionee or the Company by reason of
the grant of a non-statutory stock option. Upon exercise of a non-statutory
stock option, the optionee normally will recognize taxable ordinary income equal
to the excess of the stock's fair market value on the date of exercise over the
option exercise price. Generally, with respect to employees, the Company is
required to withhold from regular wages or supplemental wage payments an amount
based on the ordinary income recognized. Subject to the requirement of
reasonableness, the provisions of Section 162(m) of the Code, and the
satisfaction of any tax reporting obligation, the Company will generally be
entitled to a business expense deduction equal to the taxable ordinary income
realized by the optionee. Upon disposition of the stock, the optionee will
recognize a capital gain or loss equal to the difference between the selling
price and the sum of the amount paid for such stock plus any amount recognized
as ordinary income upon exercise of the option. Such gain or loss will be long-
or short-term depending on whether the stock was held for more than one year.
Slightly different rules may apply to optionees who acquire stock subject to
certain repurchase options or who are subject to Section 16(b) of the Exchange
Act.
Restricted Stock and Stock Bonuses. Restricted stock and stock bonuses
granted under the 1987 Plan generally have the following federal income tax
consequences:
Upon acquisition of stock under a restricted stock or stock bonus award,
the recipient normally will recognize taxable ordinary income equal to the
excess of the stock's fair market value over the purchase price, if any.
However, to the extent the stock is subject to certain types of vesting
restrictions, the taxable event will be delayed until the vesting restrictions
lapse unless the recipient elects to be taxed upon the receipt of the stock.
Generally, with respect to employees, the Company is required to withhold from
regular wages or supplemental wages an amount based on the ordinary income
recognized. Subject to the requirement of reasonableness, the provisions of
Section 162 (m) of the Code, and the satisfaction of any tax reporting
obligation, the Company will be entitled to a business expense deduction equal
to the taxable ordinary income realized by the recipient. Upon disposition of
the stock, the recipient will recognize a capital gain or loss equal to the
difference between the selling price and the sum of the amount paid for such
stock, if any, plus any amount recognized as ordinary income upon acquisition
(or vesting) of the stock. Such gain or loss will be long- or short-term
depending on whether the stock was held for more than one year from the date
ordinary income is measured. Slightly different rules may apply to persons who
acquire stock subject to forfeiture under Section 16(b) of the Exchange Act.
Stock Appreciation Rights. No taxable income is realized upon the receipt
of a stock appreciation right, but upon exercise of the stock appreciation right
the fair market value of the shares (or cash in lieu of shares) received must be
treated as compensation taxable as ordinary income to the recipient in the year
of such exercise. Generally, with respect to employees, the Company is required
to withhold from the payment made on exercise of the stock appreciation right or
from regular wages or supplemental wage payments an amount based on the ordinary
income recognized. Subject to the requirement of reasonableness, the provisions
of Section 162(m) of the Code, and the satisfaction of any tax reporting
obligation, the Company will be entitled to a business expense deduction equal
to the taxable ordinary income recognized by the recipient.
In the event that there is a change in control of the Company, payments
received by certain individuals that are contingent upon the change in control
may constitute "parachute payments." If, by reason of such change in control,
the exercisability of outstanding Stock Awards is accelerated, the value of the
acceleration is added to other contingent payments, if any, in determining
whether the individual has received "excess parachute payments." In general, if
an individual receives excess
Page 11
parachute payments, an excise tax equal to 20% of the amount of parachute
payments is imposed on the individual, and the Company does not receive a
deduction for such amount.
The following table presents certain information with respect to options
granted under the 1987 Plan for the year ended January 31, 1996, to: (i) the
named executive officers; (ii) all executive officers as a group; (iii) non-
executive officer directors as a group; and (iv) all non-executive officer
employees as a group:
1987 EQUITY INCENTIVE PLAN
DOLLAR NUMBER
NAME AND POSITION VALUE(1) OF SHARES
----------------- -------- ---------
Ronald A. Abelmann $1,107,000 90,000
President, Chief Executive Officer
and Director
Jerry L. Fiddler 391,000 31,500
Chairman of the Board
David N. Wilner 391,000 31,500
Chief Technical Officer and Director
Robert L. Wheaton 375,000 36,000
Senior Vice President of Sales
Graham Shenton 271,000 27,000
Managing Director of European
Operations
All executive officers as a group 4,996,000 384,000
All non-executive officer employees 3,392,000 484,500
as a group (2)
(1) Exercise price multiplied by the number of shares underlying the options.
(2) No directors who are not executive officers were granted options under the
1987 Plan during fiscal 1996.
Page 12
PROPOSAL 4
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Price Waterhouse LLP as the Company's
independent auditors for the fiscal year ending January 31, 1997 and has further
directed that management submit the selection of independent auditors for
ratification by the stockholders at the Annual Meeting. Price Waterhouse LLP
began auditing the Company's financial statements with the fiscal year ended
January 31, 1990. Representatives of Price Waterhouse LLP are expected to be
present at the Annual Meeting, will have an opportunity to make a statement if
they so desire and will be available to respond to appropriate questions.
Stockholder ratification of the selection of Price Waterhouse LLP as the
Company's independent auditors is not required by the Company's By-laws or
otherwise. However, the Board is submitting the selection of Price Waterhouse
LLP to the stockholders for ratification as a matter of good corporate practice.
If the stockholders fail to ratify the selection, the Audit Committee and the
Board will reconsider whether or not to retain that firm. Even if the selection
is ratified, the Audit Committee and the Board in their discretion may direct
the appointment of different independent auditors at any time during the year if
they determine that such a change would be in the best interests of the Company
and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Price Waterhouse LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 4.
Page 13
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and footnotes set forth certain information regarding
the ownership of the Company's Common Stock as of May 31, 1996, by: (i) each
director and nominee for director as of May 31, 1996; (ii) each of the Executive
Officers named in the Summary Compensation Table employed by the Company in that
capacity on January 31, 1996; (iii) all executive officers and directors of the
Company as a group; and (iv) all those known by the Company to be beneficial
owners of more than five percent of its Common Stock:
Beneficial Ownership (1)
------------------------
Beneficial Owners Number of Shares Percent of Total
- ----------------- ---------------- -----------------
Jerry L. Fiddler(2) 2,737,038 19.71%
1010 Atlantic Avenue
Alameda, CA 94501
David N. Wilner(3) 1,932,093 13.91
1010 Atlantic Avenue
Alameda, CA 94501
Ronald A. Abelmann(4) 269,459 1.91
William B. Elmore(5) 133,164 0.96
Robert L. Wheaton(6) 107,801 0.77
Graham Shenton (7) 83,018 0.60
David Pratt (8) 5,250 0.04
All officers and directors as a group 5,456,338 37.67
(11 persons) (9)
(1) This table is based upon information supplied by officers, directors and
principal stockholders. Unless otherwise indicated in the footnotes to this
table and subject to community property laws where applicable, each of the
stockholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned. Applicable
percentages are based on 13,883,053 shares outstanding on May 31, 1996,
adjusted as required by rules promulgated by the SEC.
(2) Includes 2,730,945 shares held by The Fiddler and Alden Family Trust, of
which Mr. Fiddler is a trustee. Also includes 6,093 shares subject to
stock options exercisable within 60 days of May 31, 1996.
(3) Includes 172,500 shares held in trust for Mr. Wilner's minor child. Also
includes 6,093 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(4) Includes 279,345 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(5) Includes 3,750 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(6) Includes 107,801 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(7) Includes 59,556 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(8) Includes 3,750 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(9) Includes 641,471 shares subject to stock options held by officers and
directors exercisable within 60 days of May 31, 1996.
Page 14
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended January 31, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
DIRECTORS' AND EXECUTIVE OFFICERS' COMPENSATION(1)
COMPENSATION OF DIRECTORS
Each Non-Employee Director receives a per meeting fee of $1,200. In
accordance with Company policy, Directors may be reimbursed for certain expenses
in connection with attendance at Board and committee meetings. Directors who
are also executive officers of the Company are not separately compensated for
their service as directors.
All Non-Employee Directors participate in the Company's 1995 Non-Employee
Directors' Stock Option Plan (the "Directors' Plan"). The Directors' Plan
provides for the automatic grant of options to purchase Common Stock of the
Company to directors of the Company who are not employees of, or consultants to,
the Company or any affiliate of the Company ("Non-Employee Directors"). Under
the Directors' Plan, each person who was a Non-Employee Director on April 27,
1995, and each person after such date who is elected for the first time as a
Non-Employee Director will automatically be granted an option to purchase 15,000
shares of Common Stock upon the date of his or her election to the Board,
whichever is applicable. Additionally, on April 1 of each year, commencing with
April 1, 1996, each person who is then a Non-Employee director automatically
will be granted an option to purchase 3,000 shares of Common Stock. The
aggregate number of shares of Common Stock authorized for issuance pursuant to
the exercise of options granted under the Directors' Plan is 150,000.
During the last fiscal year, the Company granted options covering 30,000
shares to each of Messrs. Elmore and Pratt at an exercise price of $8.25 per
share. The fair market value of such Common Stock on the date of such grant was
$8.25 per share (based on the closing sales price reported on the Nasdaq
National Market for the date of grant). As of May 22, 1996, no options had been
exercised under the Directors' Plan.
(1) On May 24, 1996, a three-for-two stock split was effected by means of
payment of a stock dividend with respect to all of the Company's Common
Stock outstanding on May 10, 1996. All share numbers and prices in this
section have been adjusted to give effect to the stock dividend.
Page 15
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table shows for the fiscal year ended January 31, 1996,
compensation awarded or paid to, or earned by the Company's Chief Executive
Officer and its other four most highly compensated executive officers who earned
over $100,000, (the "Named Executive Officers"):
Long-Term
Compensation
Awards
Fiscal Annual Compensation All ---------------------
------ --------------------------------- --------------- Shares Underlying
Name and Principal Position Year Salary Bonus(1) Other(2) Options (#)(3)
- ---------------------------------- ------ ------------------- ------------ --------------- ---------------------
Ronald A. Abelmann (4) 1996 $201,667 $100,000 -- 90,000
President, Chief Executive 1995 171,975 75,000 -- 543,750
Officer and Director 1994 -- -- -- --
Jerry L. Fiddler 1996 140,833 64,228 -- 31,500
Chairman of the Board 1995 135,000 32,326 $ 3,000 --
1994 125,000 -- 3,000 --
David N. Wilner 1996 140,833 64,398 -- 31,500
Chief Technical Officer and 1995 135,000 31,401 3,000 --
Director 1994 135,000 -- 3,000 --
Robert L. Wheaton 1996 135,000 83,115 -- 36,000
Senior Vice President of Sales 1995 135,000 66,249 -- --
1994 110,000 87,594 -- 75,000
Graham Shenton (5) 1996 130,603 89,505 -- 27,000
Managing Director of European 1995 61,600 25,945 -- 105,000
Operations 1994 -- -- -- --
(1) Includes bonuses earned in respective fiscal year and paid the following
fiscal year pursuant to the Company's fiscal management incentive
arrangements and sales commission.
(2) Includes perquisites consisting of cost of tax and financial planning by
third parties.
(3) All options are issued at prices ranging from 85% to 110% of fair market
value.
(4) Mr. Abelmann joined the Company in March 1994.
(5) Mr. Shenton joined the Company in July 1994.
Page 16
STOCK OPTION GRANTS AND EXERCISES
The following tables show for the fiscal year ended January 31, 1996, certain
information regarding options granted to, exercised by, and held at year end by
the Named Executive Officers:
Option Grants in last fiscal year
---------------------------------
Potential Realizable Value at Assumed
Number of Annual Rates of
Shares % of Total Stock Price Appreciation
Underlying Options Granted Per Share for Option Term (3)
Options to Employees in Exercise Expiration --------------------------------------
Name Granted(1) Fiscal Year (2) Price Date 0% 5% 10%
- ---- ---------- --------------- --------- ---------- --------- -------- ----------
Ronald A. Abelmann 37,500 4.3% $ 7.01 6/26/05 $ 46,000 $241,000 $ 539,000
52,500 6.0 16.08 1/31/06 149,000 774,000 1,732,000
Jerry L. Fiddler 22,500 2.6 9.07 6/26/00 - 33,000 95,000
9,000 1.0 20.81 1/31/01 - 30,000 87,000
David N. Wilner 22,500 2.6 9.07 6/26/00 - 33,000 95,000
9,000 1.0 20.81 1/31/01 - 30,000 87,000
Robert L. Wheaton 22,500 2.6 7.01 6/26/05 28,000 145,000 324,000
13,500 1.6 16.08 1/31/06 38,000 199,000 445,000
Graham Shenton 18,000 2.1 7.01 6/26/05 22,000 116,000 259,000
9,000 1.0 16.08 1/31/06 26,000 133,000 297,000
(1) Options granted become exercisable at a rate of 1/4 of the shares subject
to option at the end of the first year and 1/48 of the shares subject to
the option at the end of each month thereafter. All options may be
repriced by the Company's board of directors.
(2) Based on 868,500 options shares granted in fiscal year 1996.
(3) The potential realizable value is based on the term of the option at its
time of grant. It is calculated by assuming that the stock price on the
date of grant appreciates at the indicated annual rate, compounded annually
for the entire term of the option and that the option is exercised and sold
on the last day of its term for the appreciated stock price. No gain to
the optionee is possible unless the stock price increases over the option
term, which will benefit all stockholders. There can be no assurance that
the values shown in this table will be achieved.
Page 17
Aggregated Option Exercises in Fiscal Year 1996,
and Value of Options at End of Fiscal Year 1996
-----------------------------------------------
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options at End Options at End
Number of of Fiscal 1996 of Fiscal 1996 (2)
Shares Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($)(1) Unexercisable Unexercisable
- ---- ------------------ --------------- --------------- ---------------------
Ronald A. Abelmann -- -- 259,374/374,376 $4,247,000/$7,552,000
Jerry L. Fiddler -- -- 0/31,500 $0/$417,000
David N. Wilner -- -- 0/31,500 $0/$417,000
Robert L. Wheaton 13,500 $146,895 89,081/77,420 $1,541,000/$1,340,000
Graham Shenton -- -- 41,559/81,441 $786,000/$1,540,000
(1) Value realized is based on the fair market value of the Company's Common
Stock on the date of exercise minus the exercise price and does not
necessarily indicate that the optionee sold such stock.
(2) Fair market value of the Company's Common Stock at January 31, 1996 minus
the exercise price of the options.
Page 18
EMPLOYMENT AGREEMENT
In March 1994, Ronald A. Abelmann joined the Company as President and Chief
Executive Officer. Mr. Abelmann's current base salary is $230,000 per year with
a bonus of up to 50% of such base salary determined upon the achievement of
worldwide goals related to revenue and net income.
As part of his compensation package, Mr. Abelmann was granted an option to
purchase 543,750 shares of the Company's Common Stock under the 1987 Plan at
fair market value at that time. In addition, 75,000 shares of the Company's
Common Stock were purchased with cash and a full recourse promissory note (the
"Note"), also under the 1987 Plan. None of such shares is subject to any
repurchase option by the Company. The Note in the amount of $182,812.50 bears
interest at 5.36% per annum with interest payable annually in arrears and the
outstanding principal due and payable on March 4, 1998. The full amount of the
Note is secured by a pledge of shares of Common Stock of the Company. On May
24, 1996, a three-for-two stock split was effected by means of payment of a
stock dividend with respect to all of the Company's Common Stock outstanding on
May 10, 1996. All share numbers and prices in this section have been adjusted
to give effect to the stock dividend.
SEVERANCE PLAN
In November 1995, the Compensation Committee of the Board of Directors
adopted a Change in Control Incentive and Severance Benefit Plan (the "Severance
Plan") to provide an incentive to officers of the Company with the title of Vice
President or above in the event of certain "change of control" transactions, and
severance benefits in the event of certain terminations of employment within
twelve (12) months of the change of control.
Upon the occurrence of a change of control, all executive officers, except
the Chief Executive Officer, will receive acceleration of vesting for all shares
subject to stock options which would otherwise have vested within one year of
the date of the change of control. The Chief Executive Officer will receive two
years' worth of accelerated vesting credit, except to the extent that the option
acceleration would create adverse tax consequences for the Chief Executive
Officer and the Company under the golden parachute provisions of sections 280G
and 49999 of the Code.
If an executive officer other than the Chief Executive Officer is
terminated without "Cause" or voluntarily terminates with "Good Reason" (in each
case as defined in the Severance Plan) within twelve (12) months of a change in
control, the executive will receive continued pay for 12 months (including an
estimated bonus amount), continued health insurance for the same period, and
accelerated vesting for stock options which would otherwise vest within one year
of the date of termination. In addition, any shares which would have received
acceleration vesting on account of the change in control but did not because of
the limitation to avoid the golden parachute tax provisions shall receive
accelerated vesting at this time. If the total severance payments would cause
an executive to become liable for golden parachute excise tax payments, then the
Company shall pay that executive's excise tax liability and all other taxes
associated with the company's payment of the excise tax in order to leave the
executive in the same after-tax position as if no excise tax had been imposed.
Page 19
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION (1)
To: The Board of Directors
The Board of Directors has delegated to the Compensation Committee of the
Board of Directors (the "Committee") the authority to establish and maintain the
compensation programs for all employees, including executives. For the Chief
Executive Officer and other executive officers, the Committee evaluates
performance and determines compensation policies and levels. The Compensation
Committee is presently comprised of two non-employee directors. Neither of
these non-employee directors has any interlocking or other type of relationship
that would call into question his independence as a committee member.
The Compensation Committee believes that, with respect to the application
of Section 162(m) of the Code, at the present time it is highly unlikely that
the cash compensation paid to any Named Executive Officer in a taxable year will
exceed $1 million. However, options granted with exercise prices at least 100%
of fair market value are intended to qualify under the 1987 Plan as
"performance-based compensation."
The objectives of the Company's executive compensation policies are to
attract, retain and reward executive officers who contribute to the Company's
success, to align the financial interests of executive officers with the
performance of the Company, to strengthen the relationship between executive pay
and shareholder value, to motivate executive officers to achieve the Company's
business objectives and to reward individual performance. In carrying out these
objectives, the Committee considers the level of compensation paid to executive
officers in positions of companies similarly situated in size and products, the
individual performance of each executive officer, corporate performance, and the
responsibility and authority of each position relative to other positions within
the Company.
The method used by the Compensation Committee to determine executive
compensation is designed to provide for a base salary that, while competitive
with comparable companies, is nevertheless calculated to result in a base salary
that is at the lower end of the competitive range for those companies. Base
salary is supplemented by two additional compensation components: first, the
Management Incentive Plan ("MIP"), designed to reward participants for
individual and Company-wide performance; and second, options granted under the
1987 Plan, designed to provide long-term incentives to all employees of the
Company. Each of these components is discussed in turn below:
Base Salary
In establishing base salaries for executive officers, the Company considers
the individual executive's level of responsibility, compensation surveys and
market data of general industry companies of similar size. These companies
include some, but not all, of the companies on the Nasdaq Computer and Data
Processing Stocks Index and are selected to represent the types of companies
with which the Company competes in the market for executive talent. Salaries
for executives are reviewed on an annual basis and may be changed at that time
on the basis of a subjective analysis of the individual performance of the
executive, the Company's financial performance and changes in salary levels at
comparable companies.
(1) The material in this report is not "soliciting material," is not deemed
filed with the SEC, and is not to be incorporated by reference into any
filing of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or after
the date hereof and irrespective of any general incorporation language
contained in such filing.
Page 20
Management Incentive Plan
The MIP has been established to reward executives for their contributions
to the achievement of Company-wide performance goals. The structure of the MIP
provides for the development of a compensation Pool based on achieving worldwide
goals related to revenue and net income in the Company's operating plan, as well
as other objectives in the operating plan specific to such officers' individual
areas of management responsibility.
1987 Equity Incentive Plan
The 1987 Plan offered was been established to provide all employees of the
Company with an opportunity to share, along with the stockholders of the
Company, in the long-term performance of the Company.
Periodic grants of stock options are generally made annually to all
eligible employees, with additional grants being made to certain employees upon
commencement of employment and, occasionally, following a significant change in
job responsibilities, scope or title. Stock options granted under the 1987 Plan
generally have a non-statutory four-year vesting schedule and generally expire
ten years from the date of grant. The exercise price of incentive stock options
granted under the 1987 Plan is generally 100% of fair market value of the
underlying stock on the date of grant, and the exercise price of non-qualified
stock options granted under the 1987 Plan is usually 85% of fair market value of
the underlying stock on the date of grant.
The Compensation Committee considers, periodically, the grant of stock-
based compensation to all executive officers. Such grants are made on the
basis of a subjective analysis of individual performance, the Company's
financial performance, and the executive's existing options.
CEO Compensation
The base salary, incentives and stock options for the Chief Executive
Officer were determined in accordance with the criteria described in the "Base
Salary," "Management Incentive Plan," and "1987 Equity Incentive Plan" sections
of this report.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
William B. Elmore
David Pratt
Page 21
PERFORMANCE MEASUREMENT COMPARISON (1)
The following charts show a comparison of cumulative returns for the
Company, the Nasdaq Stock Market (United States Companies) and the Nasdaq
Computer and Data Processing Stocks beginning April 15, 1993, when the Company's
Common Stock commenced public trading. The graph assumes reinvestment of the
full amount of all dividends.
COMPARISON OF CUMULATIVE TOTAL RETURN ON INVESTMENT
---------------------------------------------------
Base
Period
Company/Index 15-Apr-93 1994 1995 1996
- ----------------------------------------------------------------------
WIND RIVER SYSTEMS INC 100 60.49 87.65 280.25
NASDAQ US INDEX COMPOSITE 100 119.67 114.17 161.40
NASDAQ COMPUTER & DATA PROCESSING 100 113.23 127.32 197.05
(1) The Section is not "soliciting material," is not deemed filed with the SEC,
and is not to be incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, whether made before or after the date hereof and
irrespective of any general incorporation language contained in such
filing.
Page 22
ANNUAL RETURN PERCENTAGE
Years Ending January 31,
Company/Index 1994 1995 1996
- ----------------------------------------------------------------------
WIND RIVER SYSTEMS INC -39.51 44.90 219.72
NASDAQ US INDEX COMPOSITE 19.67 -4.60 41.37
NASDAQ COMPUTER & DATA PROCESSING 13.23 12.45 54.77
INDEXED RETURNS
Years Ending January 31,
Base
Period
Company/Index 15-Apr-93 1994 1995 1996
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WIND RIVER SYSTEMS INC 100 60.49 87.65 280.25
NASDAQ US INDEX COMPOSITE 100 119.67 114.17 161.40
NASDAQ COMPUTER & DATA PROCESSING 100 113.23 127.32 197.05
Page 23
CERTAIN TRANSACTIONS
The Company has entered into indemnity agreements with certain officers and
directors which provide, among other things, that the Company will indemnify
such officer and director, under the circumstances and to the extent provided
for therein, for expenses, damages, judgments, fines and settlements he may be
required to pay in actions or proceedings which he is or may be made a party by
reason of his position as a director, officer or other agent of the Company, and
otherwise to the full extent permitted under Delaware law and the Company's By-
laws.
In March 1994, Mr. Abelmann purchased 75,000 shares of the Company's Common
Stock, with cash and a full recourse promissory note (the "Note"). None of such
shares is subject to any repurchase option by the Company. The Note in the
amount of $182,812.50 bears interest at 5.36% per annum with interest payable
annually in arrears and the outstanding principal due and payable on March 4,
1998. The full amount of the Note is secured by a pledge of shares of Common
Stock of the Company. On May 24, 1996, a three-for-two stock split was effected
by means of payment of a stock dividend with respect to all of the Company's
Common Stock outstanding on May 10, 1996. All share numbers and prices in this
section have been adjusted to give effect to the stock dividend.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
RICHARD W. KRABER
Secretary
June 12, 1996
Page 24
(Side A)
WIND RIVER SYSTEMS INC.
Proxy Solicited on Behalf of Board of Directors
The undersigned hereby appoints Jerry L. Fiddler, Ronald A. Abelmann, David
N. Wilner or any of them with full power of substitution, proxies to vote at the
Annual Meeting of the Stockholders of Wind River Systems, Inc. (the "Company"),
to be held on July 23, 1996 at 10:00 a.m., local time, and at any and all
postponements, continuations and adjournments thereof, with all powers that the
undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the meeting.
(Side B)
X Please mark your votes as in this example.
- -
1. ELECTION OF DIRECTORS. ___ FOR all nominees listed.
Nominees: Jerry L. Fiddler ___ WITHHOLD AUTHORITY
Ronald A. Abelmann to vote for all nominees listed
David N. Wilner
William B. Elmore
David B. Pratt
To withhold authority to vote for any
nominee(s), write such nominee(s)'
name(s) below:
-------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. To amend the Company's Restated Certificate
of Incorporation to increase the authorized
number of shares of Common Stock from
20,000,000 to 75,000,000. ___ ___ ___
3. To approve the Company's 1987 Equity
Incentive Plan to increase the authorized
number of shares from 4,950,000 to 6,300,000. ___ ___ ___
4. To ratify selection of Price Waterhouse as
the Company's independent auditors for the
fiscal year ending January 31, 1997. ___ ___ ___
Unless a contrary direction is indicated, this proxy will be voted for all
nominees listed in Proposal 1 and for Proposals 2, 3 and 4, as more specifically
described in the Proxy Statement. If specific instructions are indicated, this
proxy will be voted in accordance therewith.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature________________________________ Date_______________
Signature________________________________ Date_______________
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as an attorney, executor, administrator, trustee or
guardian, please give full title as such.