<Page>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as amended.
<Table>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
/ / Confidential, For Use of the Commission Only (as Permitted
by Rule 14a-6(e)(2))
AXS-ONE INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, If Other Than Registrant)
</Table>
Payment of Filing Fee (Check the appropriate box):
<Table>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</Table>
<Page>
[LOGO]
AXS-ONE INC.
301 ROUTE 17 NORTH
RUTHERFORD, NEW JERSEY 07070
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 12, 2002
TO OUR STOCKHOLDERS:
The annual meeting of stockholders (the "Annual Meeting") of AXS-One Inc.
(the "Company") (formerly known as Computron Software, Inc.) will be held at the
Renaissance Meadowlands Hotel, 801 Rutherford Avenue, Rutherford, NJ 07070,
telephone number (201) 231-3100 on June 12, 2002, at 10:00 a.m. for the
following purposes:
(1) To elect eight directors to serve until the next Annual Meeting or until
their respective successors shall have been duly elected and qualified;
(2) To transact such other business as may properly come before the Annual
Meeting.
Only stockholders of record at the close of business on May 3, 2002 are
entitled to notice of and to vote at the Annual Meeting. A list of stockholders
eligible to vote at the meeting will be available for inspection at the meeting
and for a period of ten days prior to the meeting during regular business hours
at the corporate headquarters at the address above.
Whether or not you expect to attend the Annual Meeting, your proxy vote is
important. To assure your representation at the Annual Meeting, please sign and
date the enclosed proxy card and return it promptly in the enclosed envelope,
which requires no additional postage if mailed in the United States. A copy of
the Company's Annual Report for the year 2001 is enclosed.
By Order of the Board of Directors,
/s/ John A. Rade
--------------------------------------
John A. Rade
Chief Executive Officer and President
Rutherford, New Jersey
May 2, 2002
IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD
BE COMPLETED AND RETURNED PROMPTLY
<Page>
AXS-ONE INC.
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 12, 2002
This Proxy Statement is furnished to stockholders of record of AXS-One Inc.
(the "Company") (formerly known as Computron Software, Inc.) as of the close of
business on May 3, 2002 in connection with the solicitation of proxies by the
Board of Directors of the Company (the "Board of Directors" or "Board") for use
at the Annual Meeting of Stockholders to be held on June 12, 2002 (the "Annual
Meeting").
Shares cannot be voted at the meeting unless the owner is present in person
or by proxy. All properly executed and unrevoked proxies in the accompanying
form that are received in time for the meeting will be voted at the meeting or
any adjournment thereof in accordance with instructions thereon, or if no
instructions are given, will be voted "FOR" the election of the named nominees
as Directors of the Company, and will be voted in accordance with the best
judgment of the persons appointed as proxies with respect to other matters which
properly come before the Annual Meeting. Any person giving a proxy may revoke it
by written notice to the Company at any time prior to exercise of the proxy. In
addition, although mere attendance at the Annual Meeting will not revoke the
proxy, a stockholder who attends the meeting may withdraw his or her proxy and
vote in person. Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum for the transaction of business
at the Annual Meeting. Abstentions will be counted as votes "WITHHELD" with
respect to election of directors and will not be counted in tabulations of the
votes cast on any other proposal that may be properly presented at the Annual
Meeting, whereas broker non-votes will not be counted and therefore will not
affect the vote with respect to any such proposal.
The Annual Report of the Company (which does not form a part of the proxy
solicitation materials), including the Annual Report on Form 10-K with the
financial statements of the Company for the fiscal year ended December 31, 2001,
is being distributed concurrently herewith to stockholders. The expense of this
proxy solicitation will be borne by the Company. In addition to solicitation by
mail, proxies may be solicited in person or by telephone, telegraph or other
means by directors or employees of the Company or its subsidiaries without
additional compensation. The Company will reimburse brokerage firms and other
nominees, custodians and fiduciaries for costs incurred by them in mailing proxy
materials to the beneficial owners of shares held of record by such persons.
The mailing address of the principal executive offices of the Company is 301
Route 17 North, Rutherford, New Jersey 07070. This Proxy Statement and the
accompanying form of proxy are being mailed to the stockholders of the Company
on or about May 10, 2002.
VOTING SECURITIES
The Company has only one class of voting securities, its common stock, par
value $0.01 per share (the "Common Stock"). At the Annual Meeting, each
stockholder of record at the close of business on May 3, 2002 will be entitled
to one vote for each share of Common Stock owned on that date as to each matter
presented at the Annual Meeting. On April 5, 2002 there were 24,802,742 shares
of Common Stock outstanding. A list of stockholders eligible to vote at the
Annual Meeting will be available for inspection at the Annual Meeting and for a
period of ten days prior to the Annual Meeting during regular business hours at
the principal executive offices of the Company at the address specified above.
<Page>
PROPOSAL 1
ELECTION OF DIRECTORS
Unless otherwise directed, the persons appointed in the accompanying form of
proxy intend to vote at the Annual Meeting for the election of the eight
nominees named below as Directors of the Company to serve until the next Annual
Meeting or until their successors are duly elected and qualified. If any nominee
is unable to be a candidate when the election takes place, the shares
represented by valid proxies will be voted in favor of the remaining nominees.
The Board of Directors does not currently anticipate that any nominee will be
unable to be a candidate for election.
The Board of Directors currently has eight members, all of whom were elected
to the Board of Directors by the stockholders at the 2001 annual stockholders
meeting, and all of whom are nominees for election. Each director shall serve
until the next Annual Meeting or until their respective successors shall have
been duly elected and qualified. The affirmative vote of a plurality of the
shares of the Company's outstanding Common Stock represented and voting at the
Annual Meeting is required to elect the Directors.
NOMINEES FOR ELECTION AS DIRECTORS
The following information as of March 31, 2002 with respect to the principal
occupation or employment, other affiliations and business experience of each
nominee during the last five years has been furnished to the Company by such
nominee. Except as indicated, each of the nominees has had the same principal
occupation for the last five years.
ELIAS TYPALDOS, 51, a founder of the Company, has been Senior Vice
President, Research and Development and a Director since the Company's formation
in 1978, and Chairman of the Board since March 1997.
JOHN A. RADE, 67, joined the Company as a Director, President and Chief
Executive Officer in February 1997. Prior to joining the Company, Mr. Rade, was
from April 1995, a Vice President of American Management Systems, Inc., and was
also still active at S-Cubed International (now named Mergence Technology
Corporation), a company in the client server system development and consulting
market, which he founded in February 1990. Prior to this he held senior
executive positions with Information Science, Inc., Cap Gemini and Computer
Sciences Corporation.
GENNARO VENDOME, 55, a founder of the Company, has been a Vice President and
director since the Company's formation in 1978. Mr. Vendome was Treasurer of the
Company from 1981 until 1991 and Secretary of the Company from 1982 until 1991.
ROBERT MIGLIORINO, 52, has been a director since 1991. As of January 1,
2002, Mr. Migliorino is a Managing Director and Founding Partner of W. Capital
Management LLC, a Private Equity Investment Firm. Prior to W. Capital he was a
founding partner of the venture capital partnership Canaan Partners, which
through its affiliates was until early 2000 a principal stockholder of the
Company. Prior to establishing Canaan Partners in 1987, he spent 15 years with
General Electric Co. in their Drive Systems, Industrial Control, Power Delivery,
Information Services and Venture Capital businesses.
WILLIAM E. VOGEL, 64, has been a director since August 1996. Since 1971,
Mr. Vogel has been Chief Executive Officer of Centennial Financial Group, Inc.,
which is in the health insurance business. He has also been the Chief Executive
Officer of W.S. Vogel Agency, Inc., a life insurance brokerage general agency,
since 1961. In November 2000, Mr. Vogel became an employee and Executive Sales
Manager for Benefitmall.com.
EDWIN T. BRONDO, 54, has been a director since May 1997. Mr. Brondo is
currently retired. From August 1998 to March 2000 he was Executive Vice
President and Chief Financial Officer of e-Vantage Solutions, Inc., (formerly
called Elligent Consulting Group, Inc.), a technology consulting company.
2
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e-Vantage Solutions may be deemed to be an affiliate of the Company by virtue of
the relationship of e-Vantage Solutions with a major stockholder of the Company.
Mr. Brondo was Chief Administrative Officer and Senior Vice President of First
Albany Companies, Inc., an investment banking firm, from June 1993 until
December 1997.
DANIEL H. BURCH, 50, has been a director since October 1999. Mr. Burch is
the President and founder of MacKenzie Partners, Inc., a proxy solicitation and
mergers and acquisitions firm. From January 1990 to the founding of MacKenzie
Partners in February 1992, Mr. Burch was Executive Vice President at Dewe
Rogerson & Company, an investor and public relations firm.
ALLAN WEINGARTEN, 64, has been a director since October 2000.
Mr. Weingarten is currently Senior Vice President, Chief Financial Officer of
U.S. Industries, Inc., a manufacturer of home and building products. He is also
a director of Programmers Paradise, Inc. After his retirement in 1995 as a
Senior Partner at Ernst and Young, LLP, and until January 2001, he was a Private
Investor and independent business consultant.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors reviews, acts on and reports
to the Board of Directors with respect to various auditing and accounting
matters, including the selection of the Company's auditors, the scope of the
annual audits, fees to be paid to the auditors, the performance of the Company's
auditors and the accounting practices of the Company. The Audit Committee met
five times during 2001. Messrs. Weingarten, Vogel and Burch are the members of
the Audit Committee.
The Company's Board of Directors has adopted a written charter for the Audit
Committee. Messrs. Burch, Vogel and Weingarten, the current members of the Audit
Committee, are each independent for purposes of Section 121(A) of the listing
standards of the American Stock Exchange, on which the Company's Common Stock is
traded.
The Compensation Committee of the Board of Directors determines the salaries
and incentive compensation of the CEO and other senior officers of the Company
and administers the Company's stock option plans. The Compensation Committee
held one formal meeting during 2001. Messrs. Migliorino and Brondo are the
members of the Compensation Committee.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During fiscal year 2001, the Board of Directors held eight meetings. Except
for Mr. Migliorino, during fiscal year 2001, each incumbent Director attended at
least 75% of the number of meetings held of the Board of Directors and
Committees on which he served. In addition to formal meetings, the Board of
Directors and the Audit and Compensation Committees meet frequently on an
informal basis.
COMPENSATION OF DIRECTORS
CASH COMPENSATION. Directors do not receive a fee for attending Board of
Directors or committee meetings, but are reimbursed for expenses incurred in
connection with performing their respective duties as Directors of the Company.
STOCK OPTION GRANT. Under the Company's 1998 Stock Option Plan, each
non-employee Director first elected or appointed to the Board of Directors after
June 1998 will automatically be granted an option for 20,000 shares of Common
Stock on the date of his or her election or appointment to the Board of
Directors. In addition, at each Annual Meeting of Stockholders commencing with
the 1998 meeting, each non-employee director with at least twelve months of
service on the Board of Directors who will continue to serve as a non-employee
Director following the meeting will automatically be granted an option for
10,000 shares of Common Stock. Each option granted under the automatic grant
program will have an exercise price equal to 100% of the fair market value of
the Common Stock on
3
<Page>
the automatic grant date, a maximum term of ten years, subject to earlier
termination upon the optionee's cessation of Board of Director service, and will
vest in successive equal annual installments on the first four anniversaries of
the date of grant. However, each outstanding option will immediately vest upon
(i) certain changes in the ownership or control of the Company or (ii) the death
or disability of the optionee while serving on the Board of Directors. Pursuant
to the automatic option grant program, Messrs. Migliorino, Burch, Vogel and
Brondo will each receive a 10,000-share option grant on the date of the Annual
Meeting, if such individuals are reelected. Mr. Weingarten received a 10,000
share option grant on June 13, 2001 and has elected not to receive a grant in
connection with the 2002 Annual Meeting.
EXECUTIVE OFFICERS AND INFORMATION
REGARDING EXECUTIVE OFFICER COMPENSATION
EXECUTIVE OFFICERS
The executive officers of the Company as of March 31, 2002 were as follows:
<Table>
<Caption>
NAME AGE POSITION
- ---- -------- --------
John A. Rade......................... 67 President, Chief Executive Officer, and Director
Michael R. Jorgensen................. 49 Executive Vice President, Chief Administrative Officer
Elias Typaldos....................... 51 Senior Vice President, Research and Development and
Chairman of the Board
Gennaro Vendome...................... 55 Vice President and Director
Paul Abel............................ 48 Vice President, Secretary and General Counsel
William G. Levering III.............. 42 Vice President, Chief Financial Officer and Treasurer
Nat Bosco............................ 46 Vice President and General Manager, AXSPoint Solutions
Dennis W. Piccininni................. 54 Vice President, North American Sales
Nancy J. Turner...................... 43 Vice President, Global Services
Thomas V. Manobianco................. 45 Vice President, Professional Services, North America
</Table>
INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
MICHAEL R. JORGENSEN joined the Company as Executive Vice President and
Chief Financial Officer, Treasurer and Secretary in February 1997. Effective
March 2, 2001, Mr. Jorgensen became Executive Vice President, North America.
Effective June 6, 2001 Mr. Jorgensen became Executive Vice President, Chief
Administrative Officer. Prior to joining the Company, from June 1993 to
December 1996, Mr. Jorgensen was Senior Vice President and Chief Financial
Officer of Ground Round Restaurants, Inc., a publicly-held chain of restaurants.
Prior to that, from March 1992, to April 1993, he was Vice
President/Finance-Middle East of Alghanim Industries.
PAUL ABEL joined the Company in April 1997 as Secretary and Corporate
Counsel and was promoted to Vice President, Secretary and General Counsel in
June 1998. From October 1996 to March 1997, Mr. Abel served as Project Manager
for Charles River Computers, an IT systems integrator. From 1983 to
September 1996, Mr. Abel was an attorney with Matsushita Electric Corporation of
America, an electronic products manufacturer/distributor.
WILLIAM G. LEVERING III joined the Company as Revenue Controller in
June 1996, was promoted to Corporate Controller in February 1997, Vice
President, Corporate Controller in July 1998, and became Vice President, Chief
Financial Officer and Treasurer on March 2, 2001. Prior to joining the Company,
Mr. Levering was a Senior Manager with the international accounting firm of KPMG
LLP.
4
<Page>
Mr. Levering was employed by KPMG LLP from August 1982 to June 1996 and is a
Certified Public Accountant.
NAT BOSCO joined the Company in January 2001 as Vice President and General
Manager of the AXSPoint Solutions line of business. From May 2000 to
January 2001 Mr. Bosco was a Director at EE21, a recent Internet venture. From
April 1998 to April 2000, Mr. Bosco held the position of President at Legacy
Consulting, a privately held company. Coopers & Lybrand employed Mr. Bosco from
1992 through 1998, as a managing associate.
DENNIS W. PICCININNI joined the Company in January 2001. Mr. Piccininni is
Vice President, Sales and Marketing, North America. Prior to joining the Company
he was the President and CEO of Systemcorp from December 1998 to July of 2000.
From 1990 to 1998 Mr. Piccininni was Vice President and General Manager,
Americas for ABT Corporation.
NANCY J. TURNER joined the Company in September 1997. In December 2000,
Ms. Turner assumed leadership of the AXS-One Global Services Team, which
provides the services and infrastructure to support the efforts of local
operations around the world. Prior to that, Ms. Turner served as Vice President
of Knowledge Systems, Director of Documentation and Training, Assistant to the
President for International Operations, and Director of the Year 2000 office.
Before joining the Company Ms. Turner's assignments included Unit Delivery
manager for the New Jersey unit of Cap Gemini, and in various client services
roles at ADP.
THOMAS V. MANOBIANCO rejoined the Company in February 2002 as the Vice
President of Professional Services for North America. Prior to rejoining the
Company he was Vice President of Global Services for StorageApps, a technology
start-up enterprise in the data storage industry. Mr. Manobianco held positions
as Vice President and Director of Professional Services for AXS-One from
January 1995 to July 2000. From January 1989 to January 1995, he was a Senior
Manager within Accenture's Systems Integration practice.
5
<Page>
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation
received for the three fiscal years ended December 31, 2001, by the Company's
Chief Executive Officer who served in such capacity in the fiscal year 2001, and
the four most highly compensated executive officers of the Company, other than
the CEO, whose total compensation during fiscal year 2001 exceeded $100,000 and
who were serving as executive officers as of fiscal year ended December 31, 2001
or served during fiscal year 2001 (collectively, the "Named Executive
Officers"):
<Table>
<Caption>
LONG TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION -----------------------
---------------------------------- RESTRICTED SECURITIES ALL
FISCAL OTHER ANNUAL STOCK UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
- --------------------------- -------- -------- -------- ------------ ---------- ---------- ------------
John A. Rade............................. 2001 $380,000 $ 50,000 $ -- -- 120,000 $22,920(1)
Chief Executive Officer 2000 300,000 100,000 -- -- -- 18,660(1)
and President 1999 275,000 125,000 -- -- -- 22,770(1)
Michael R. Jorgensen..................... 2001 213,750 -- -- -- 93,000 13,518(2)
Executive Vice President, 2000 190,000 25,000 -- -- 50,000 12,473(2)
Chief Administrative Officer* 1999 180,000 95,000 -- -- -- 12,679(2)
Elias Typaldos........................... 2001 285,037 -- -- -- 90,000 17,069(3)
Senior Vice President, 2000 289,224 -- -- -- -- 19,611(3)
Research and Development 1999 289,224 -- -- -- -- 18,787(3)
Nat Bosco**.............................. 2001 163,500 35,625 -- -- 204,000 10,512(4)
General Manager
AXSPoint Solutions
Gennaro Vendome.......................... 2001 171,000 -- 31,489(5) -- 54,000 8,500(6)
Vice President 2000 166,920 -- 73,204(5) -- -- 8,033(6)
1999 166,920 -- 87,548(5) -- -- 7,842(6)
</Table>
- ------------------------------
* See "Information Concerning Executive Officers Who Are Not Directors" for
prior positions with the Company held by Mr. Jorgensen.
** Nat Bosco joined the Company in January 2001.
(1) Includes premiums on life and disability insurance and matching
contributions to the Company's 401(k) plan of $4,800, $5,250 and $5,100 for
1999, 2000 and 2001, respectively. In addition 1999 includes $9,150, 2000
includes $9,000 and 2001 includes $9,000 of an auto allowance.
(2) Includes premiums on life and disability insurance and matching
contributions to the Company's 401(k) plan of $4,800 for 1999, $5,012 for
2000 and $5,100 for 2001, as well as an auto allowance of $6,800 for 1999,
$6,600 for 2000 and $7,200 for 2001.
(3) Includes for 1999, 2000 and 2001, respectively, matching contributions to
the Company's 401(k) plan in the amount of $2,000, $4,708 and $5,100, and
premiums on life and disability insurance. In addition, the Company provided
an automobile to the officer and amounts included in compensation were
$11,730, $9,447 and $6,114 for 1999, 2000 and 2001, respectively.
(4) Includes premiums on life and disability insurance and matching
contributions to the Company's 401(K) plan in the amount $3,791 for 2001, as
well as an auto allowance for $5,750 for 2001.
(5) Includes for 1999, 2000 and 2001 respectively, commissions of $85,844,
$71,500 and $30,000, and amounts for auto allowance of $1,704, $1,704 and
$1,489.
(6) Includes for 1999, 2000 and 2001 respectively, premiums on life and
disability insurance, and matching contributions to the Company's 401(k)
plan of $2,000 in 1999, $2,191 in 2000 and $1,665 in 2001.
6
<Page>
1995 STOCK OPTION PLAN
The 1995 Stock Option Plan was adopted by the Board of Directors and
approved by the Stockholders in June 1995. The Board of Directors and
Stockholders approved certain amendments to the 1995 Stock Option Plan in 1997.
1998 STOCK OPTION PLAN
The 1998 Stock Option Plan was adopted by the Board of Directors, and
approved by the Stockholders in June 1998. The Board of Directors and
Stockholders approved certain amendments to the 1998 Stock Option Plan in 2001.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
OPTION GRANTS IN FISCAL 2001
<Table>
<Caption>
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES PERCENT OF AT ASSUMED ANNUAL RATES OF
UNDERLYING TOTAL OPTIONS STOCK PRICE APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM (1) ($)
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME (#) FISCAL YEAR ($/SHARE) DATE 5% 10%
- ---- ---------- ------------- ----------- ---------- -- ---
John A. Rade................. 40,000(3) 1.7% 0.30 10 years 19,547 31,125
John A. Rade................. 80,000(4) 3.3% 0.35 10 years 45,609 72,625
Michael R. Jorgensen......... 48,000(3) 2.0% 0.30 10 years 23,456 37,350
Michael R. Jorgensen......... 45,000(4) 1.9% 0.35 10 years 25,655 40,851
Elias Typaldos............... 30,000(3) 1.3% 0.30 10 years 14,660 23,344
Elias Typaldos............... 60,000(4) 2.5% 0.35 10 years 34,207 54,469
Nat Bosco.................... 36,000(4) 1.5% 0.35 10 years 20,524 32,681
Nat Bosco.................... 18,000(3) 0.8% 0.30 10 years 8,796 14,006
Nat Bosco.................... 100,000(2) 4.2% 0.72 10 years 117,280 186,747
Nat Bosco.................... 50,000(5) 2.1% 0.72 10 years 58,640 93,373
Gennaro Vendome.............. 18,000(3) 0.8% 0.30 10 years 8,796 14,006
Gennaro Vendome.............. 36,000(4) 1.5% 0.35 10 years 20,524 32,681
</Table>
- --------------------------
(1) The dollar amounts under these columns are the result of calculations at the
hypothetical rates of appreciation of 5% and 10% as prescribed by the
Securities and Exchange Commission. The Company expresses no opinion
regarding whether future appreciation, if any, will be realized and
expressly disclaims any representations to that effect.
(2) Options are exercisable twenty-five percent on each anniversary of the
original grant date.
(3) Options vested 100% on December 31, 2001.
(4) Options are exercisable twenty-five percent on March 31, 2002, June 30,
2002, September 30, 2002 and the last twenty-five percent on December 31,
2002.
(5) Options fully vest on March 2, 2006, but acceleration can occur if certain
milestones are met.
7
<Page>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information with respect to the Named
Executive Officers regarding stock option holdings as of December 31, 2001, and
stock options exercised during fiscal 2001. No stock appreciation rights were
exercised by any Named Executive Officer during fiscal year 2001 and no stock
appreciation rights were outstanding as of December 31, 2001.
<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
OPTIONS VALUE --------------------------- ---------------------------
NAME EXERCISED(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ----------- ----------- ------------- ----------- -------------
John A. Rade.................... -- $ -- 498,667 309,333 $5,200 $6,400
Michael R. Jorgensen............ -- -- 283,000 82,500 6,240 3,600
Elias Typaldos.................. -- -- 30,000 60,000 3,900 4,800
Nat Bosco....................... -- -- 18,000 186,000 2,340 2,880
Gennaro Vendome................. -- -- 18,000 36,000 2,340 2,880
</Table>
- ------------------------
(1) Based on the fair market value of the Company's Common Stock using the
closing selling price on the American Stock Exchange of $0.43 per share of
Common Stock at December 31, 2001, less the exercise price payable for such
shares.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company typically has employment agreements with all its employees
including the Named Executive Officers, which detail initial annual salary,
stock options, benefits and severance agreements, if applicable. The Named
Executive Officers' severance agreements range from six months to one year.
8
<Page>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors advises the Chief
Executive Officer and the Board of Directors on matters of the Company's
compensation philosophy and the compensation of executive officers. The
Compensation Committee also is responsible for the administration of the
Company's Option Plans under which option grants may be made to executive
officers and other employees. The Compensation Committee has reviewed and is in
accord with the compensation paid to executive officers in fiscal year 2001.
GENERAL COMPENSATION POLICY. The fundamental policy of the Compensation
Committee is to provide the Company's executive officers with competitive
compensation opportunities based upon their contribution to the development and
financial success of the Company and their personal performance. It is the
Compensation Committee's objective to have a portion of each executive officer's
compensation contingent upon the Company's performance as well as upon such
executive officer's own level of performance. Accordingly, the compensation
package for each executive officer is typically comprised of two elements:
(i) base salary which reflects individual performance and is designed primarily
to be competitive with salary levels in the industry and (ii) long-term
stock-based incentive awards which strengthen the mutuality of interests between
the executive officers and the Company's stockholders.
FACTORS. The principal factors which the Compensation Committee considered
with respect to each executive officer's compensation package for fiscal year
2001 are summarized below. The Compensation Committee may, however, in its
discretion apply entirely different factors in advising the Chief Executive
Officer and the Board of Directors with respect to executive compensation for
future years.
BASE SALARY. The suggested base salary for each executive officer is
determined on the basis of the following factors: experience, personal
performance, the salary levels in effect for comparable positions within and
without the industry and internal base salary comparability considerations. The
weight given to each of these factors differs from individual to individual, as
the Compensation Committee deems appropriate.
From time to time, the Compensation Committee may advocate cash bonuses when
such bonuses are deemed to be in the best interest of the Company.
LONG-TERM INCENTIVE COMPENSATION. Long-term incentives are provided through
grants of stock options. The grants are designed to align the interests of each
executive officer with those of the stockholders and to provide each individual
with a significant incentive to manage the Company from the perspective of an
owner with an equity stake in the Company. Each option grant allows the
individual to acquire shares of the Company's Common Stock at a fixed price per
share (generally, the market price on the grant date) over a specified period of
time (up to ten years). Each option generally becomes exercisable in
installments over a four-year period, contingent upon the executive officer's
continued employment with the Company. Accordingly, the option grant will
provide a return to the executive officer only if the executive officer remains
employed by the Company during the vesting period, and then only if the market
price of the underlying shares appreciates.
The number of shares subject to each option grant is set at a level intended
to create a meaningful opportunity for stock ownership based on the executive
officer's current position with the Company, the base salary associated with
that position, the size of comparable awards made to individuals in similar
positions within the industry, the individual's potential for increased
responsibility and promotion over the option term and the individual's personal
performance in recent periods. The Compensation Committee also considers the
number of unvested options held by the executive officer in order to maintain an
appropriate level of equity incentive for that individual. However, the
Compensation
9
<Page>
Committee does not adhere to any specific guidelines as to the relative option
holdings of the Company's executive officers.
CEO COMPENSATION. In advising the Board of Directors with respect to the
compensation payable to the Company's Chief Executive Officer, the Compensation
Committee seeks to achieve two objectives: (i) establish a level of base salary
competitive with that paid by companies within the industry which are of
comparable size to the Company and by companies outside of the industry with
which the Company competes for executive talent and (ii) to make a significant
percentage of the total compensation package contingent upon the Company's
performance and stock price appreciation.
The base salary established for Mr. Rade on the basis of the foregoing
criteria was intended to provide a level of stability and certainty each year.
Accordingly, this element of compensation was not affected to any significant
degree by Company performance factors. Mr. Rade's base salary was increased to
$400,000 for 2001, which combined his 2000 base salary with his guaranteed
bonus. Effective July 1, 2001, Mr. Rade, together with other senior officers of
the Company, received a 10% reduction in base salary which continues into 2002.
Mr. Rade received a $50,000 performance bonus in 2001, which represented 25% of
his total eligible performance bonus. Upon his employment by the Company,
Mr. Rade was granted 25,000 shares of restricted stock and two stock options.
The first stock option for 300,000 shares vested in three equal annual
installments, and the other stock option for 300,000 shares shall vest either
upon the earlier to occur of the completion of seven years of service with the
Company or the achievement of certain performance-measured milestones. The
Company has met one of the milestones and as such, 100,000 of these options
vested. The Company granted Mr. Rade 88,000 additional options due to
antidilution provisions contained in the original stock option agreement related
to certain stock issuances. 50% of these additional options vest in the manner
of the first stock option and 50% vest in the manner of the other stock option.
Mr. Rade received two stock option grants during 2001 totaling 120,000 shares,
of which 40,000 shares vested on December 31, 2001, and the remaining 80,000
shares will vest in equal quarterly installments during 2002.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). As a result of
Section 162(m) of the Internal Revenue Code of 1986, as amended, which was
enacted into law in 1993, the Company will not be allowed a federal income tax
deduction for compensation paid to certain executive officers, to the extent
that compensation exceeds $1 million per officer in any one year. This
limitation will apply to all compensation paid to the covered executive
officers, which is not considered to be performance based. Compensation that
does qualify as performance-based compensation will not have to be taken into
account for purposes of this limitation. The Option Plans contain certain
provisions which are intended to assure that any compensation deemed paid in
connection with the exercise of stock options granted under that plan with an
exercise price equal to the market price of the option shares on the grant date
will qualify as performance-based compensation.
The Compensation Committee does not expect that the compensation to be paid
to the Company's executive officers for the 2001 fiscal year will exceed the
$1 million limit per officer. Because it is very unlikely that the cash
compensation payable to any of the Company's executive officers in the
foreseeable future will approach the $1 million limit, the Compensation
Committee has decided at this time not to take any other action to limit or
restructure the elements of cash compensation payable to the Company's executive
officers. The Compensation Committee will reconsider this decision should the
individual compensation of any executive officer ever approach the $1 million
level.
THE COMPENSATION COMMITTEE
Robert Migliorino
Edwin T. Brondo
May 2, 2002
10
<Page>
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee reviews AXS-One's financial reporting process on behalf
of the Board of Directors. In fulfilling its responsibilities, the Audit
Committee has reviewed and discussed the audited consolidated financial
statements contained in the 2001 Annual Report on SEC Form 10-K with AXS-One's
management and the independent auditors. Management is responsible for the
consolidated financial statements and the reporting process, including the
system of internal controls. The independent auditors are responsible for
expressing an opinion on the conformity of those audited consolidated financial
statements with accounting principles generally accepted in the United States of
America.
The Audit Committee discussed with the independent auditors those matters
required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended. In addition, the Audit
Committee has discussed with the independent auditors the auditors' independence
from AXS-One and its management, including the matters in the written
disclosures and letter received from the independent auditors, as required by
Independence Standards Board No. 1, Independence Discussions with Audit
Committees.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited consolidated financial statements be included in AXS-One's
Annual Report on SEC Form 10-K for the year ended December 31, 2001, for filing
with the Securities and Exchange Commission.
THE AUDIT COMMITTEE
William E. Vogel
Daniel H. Burch
Allan Weingarten
May 2, 2002
11
<Page>
PERFORMANCE GRAPH
Set forth below is a table comparing the annual percentage change in the
Company's cumulative total stockholder return on its Common Stock from
December 31, 1996 to the last day of the Company's last completed fiscal year
(as measured by dividing (i) the sum of (A) the cumulative amount of dividends
for the measurement period, assuming dividend reinvestment, and (B) the excess
of the Company's share price at the end over the price at the beginning of the
measurement period, by (ii) the share price at the beginning of the measurement
period) with the cumulative total return so calculated of the Amex Market Value
Index and a stock index comprised of companies in a line of business similar to
the Company during the same period.
COMPARISON OF 5 YEARS CUMULATIVE TOTAL RETURN(1) AMONG AXS-ONE INC.,
THE JP MORGAN H & Q COMPUTER SOFTWARE INDEX AND THE AMEX MARKET VALUE INDEX.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Dollars
<Table>
<Caption>
DEC-96 DEC-97 DEC-98 DEC-99 DEC-00 DEC-01
AXS-ONE INC. 100 158.33 62.5 233.33 45.87 28.67
AMEX MARKET VALUE 100 125.32 134.49 176.81 165.72 150.81
JP MORGAN H & Q COMPUTER SOFTWARE 100 120.91 157.96 359.39 268.7 175.8
</Table>
- ------------------------
(1) $100 invested on 12/31/96 in AXS-One Inc. Common Stock, JP Morgan H & Q
Computer Software Index and the Amex Market Value Index, including
reinvestment of dividends. Fiscal year ending December 31, 2001.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, which might incorporate future filings made by
the Company under those statutes, the preceding Compensation Committee Report on
Executive Compensation, Audit Committee Report and the Company Stock Performance
Graph will not be incorporated by reference into any of those prior filings, nor
will either such report or graph be incorporated by reference into any future
filings made by the Company under those statutes.
12
<Page>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 5, 2002 by (i) each Director
and nominee for Director, (ii) each of the Named Executive Officers, (iii) each
person known by the Company to be the beneficial owner of more than 5% of the
Company's Common Stock and (iv) all executive officers and Directors as a group.
The information concerning beneficial owners of more than 5% of the Company's
Common Stock is based on filings with the Securities and Exchange Commission on
Schedules 13(D), 13(G) and on Forms 3, 4, and 5; and certain other information
obtained by the Company.
<Table>
<Caption>
NUMBER OF SHARES
OF COMMON STOCK PERCENTAGE OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) SHARES OUTSTANDING (1)
- ------------------------ ---------------------- ----------------------
Elias Typaldos........................................ 3,291,424(2) 13.28%
John A Rade........................................... 623,067(3) 2.51
Gennaro Vendome....................................... 1,606,247(4) 6.48
Robert Migliorino..................................... 99,430(6) *
William Vogel......................................... 87,500(7) *
Edwin T. Brondo....................................... 93,500(8) *
Daniel H. Burch....................................... 20,000(9) *
Allan Weingarten...................................... 10,000(10) *
Nat Bosco............................................. 52,000(12) *
Michael R. Jorgensen.................................. 294,250(11) 1.19
Andreas Typaldos...................................... 4,068,084(13) 16.41
London Merchant Securities PLC........................ 1,765,600(5) 7.12
Lion Investments Limited.............................. 1,765,600(5) 7.12
Westpool Investment Trust PLC......................... 1,765,600(5) 7.12
All Current Directors and Executive
Officers As a Group (13 persons).................... 6,421,018(14) 25.89%
</Table>
- --------------------------
* Represents beneficial ownership of less than one percent of the Common Stock
outstanding.
(1) Applicable percentage of ownership as of April 5, 2002 is based upon
24,802,742 shares of Common Stock outstanding. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission, and includes voting and investment power with respect to
shares. Gives effect to the shares of Common Stock issuable within 60 days
of April 5, 2002 upon exercise of all options and other rights beneficially
owned by the indicated stockholders on that date.
(2) Includes (i) 327,521 shares owned by the Elias Typaldos Grantor Retained
Annuity Trust dated October 13, 1994, (ii) 1,147,750 shares held by the
Elias Typaldos Family Limited Partnership, (iii) 331,938 shares owned by
the Judith Typaldos Grantor Retained Annuity Trust dated October 13, 1994,
(iv) 47,313 shares held by Judith Typaldos and (v) 45,000 shares of Common
Stock which may be purchased within 60 days of April 5, 2002 upon exercise
of stock options. Mr. Typaldos' business address is the Company's principal
executive offices.
(3) Includes 518,667 shares of Common Stock which may be purchased within
60 days of April 5, 2002 upon the exercise of stock options granted on
March 3, 1997. On March 3, 1997, Mr. Rade also received unvested stock
option grants for 229,333 shares, which will vest upon the earlier to occur
of the completion of seven years of service with the Company or the
achievement of certain milestones as measured by the performance of and
trading volume of the Company's Common Stock.
(4) Includes (i) 89,407 shares held by Carol Vendome, (ii) 149,062 shares held
by the Vendome Grantor Retained Annuity Trust dated January 24, 1995,
(iii) 151,297 shares held by the Carol Vendome Grantor Retained Annuity
Trust dated January 24, 1995, (iv) 5,655 shares held by Carol Vendome as
custodian for Laura Vendome, (v) 109,095 shares held by the Vendome Family
Limited Partnership and (vi) 27,000 shares of Common Stock which may be
purchased within 60 days of April 5, 2002 upon exercise of stock options.
Mr. Vendome's business address is the Company's principal executive
offices.
13
<Page>
(5) This number represents the number of shares beneficially owned by London
Merchant Securities PLC; Lion Investments Limited; Westpool Investment
Trust PLC as a "group" under Section 13(d) of the Securities Exchange Act
of 1934. The number includes 125,000 shares of Common Stock issuable upon
exercise of warrants by Lion Investments Limited and 250,000 shares of
Common Stock issuable upon exercise of warrants by Westpool Investment
Trust PLC. Lion Investments Limited and Westpool Investment Trust PLC are
investment companies wholly owned by London Merchant Securities PLC. Of the
total number of shares beneficially owned, Lion Investments Limited has
voting and dispositive power over 534,100 shares; Westpool Investment Trust
PLC has voting and dispositive power over 1,250,000 shares and London
Merchant Securities has shared voting and shared dispositive power over
1,784,100 shares. The address for London Merchant Securities PLC, Lion
Investments Limited and Westpool Investment Trust PLC is Carlton House, 33
Robert Adam Street, London W1M 5AH England.
(6) Includes 58,000 shares of Common Stock which may be purchased within
60 days of April 5, 2002 upon exercise of stock options.
(7) Includes (i) 20,000 shares held by the William E. Vogel IRA and
(ii) 61,000 shares of Common Stock which may be purchased within 60 days of
April 5, 2002 upon exercise of stock options.
(8) Includes (i) 1,500 shares held by Pamela R. Brondo, Mr. Brondo's wife, as
custodian for Edwin T. Brondo, Jr. UTMA/NY and (ii) 55,000 shares of Common
Stock which may be purchased within 60 days of April 5, 2002 upon exercise
of stock options.
(9) This number represents the number of shares of Common Stock which may be
purchased by Mr. Burch within 60 days of April 5, 2002 upon the exercise of
stock options.
(10) This number represents the number of shares of Common Stock which may be
purchased by Mr. Weingarten within 60 days of April 5, 2002 upon the
exercise of stock options.
(11) This number represents the number of shares of Common Stock which may be
purchased by Mr. Jorgensen within 60 days of April 5, 2002 upon the
exercise of stock options.
(12) This number represents the number of shares of Common Stock which may be
purchased by Mr. Bosco within 60 days of April 5, 2002 upon the exercise of
stock options.
(13) Includes (i) 680,504 shares owned by the Andreas Typaldos GRAT dated
September 29, 1993; (ii) 11,047 shares owned by Renee Typaldos,
Mr. Typaldos' wife, (iii) 755,504 shares owned by the Renee Typaldos GRAT
dated September 29, 1993,and (iv) 1,758,279 shares held by the Andreas
Typaldos Family Limited Partnership. Mr. Typaldos' business address is
eVantage solutions, Inc., 152 West 57th Street, New York, NY 10019.
(14) Includes 1,358,017 shares of Common Stock which may be purchased within
60 days of April 5, 2002 upon the exercise of stock options.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Under the securities laws of the United States, the Company's Directors,
Executive Officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their ownership of the Company's
Common Stock and any changes in that ownership to the Securities Exchange
Commission, the American Stock Exchange and the Company. Specific due dates for
these reports have been established and the Company is required to report in
this Proxy Statement any failure to file by these dates during fiscal year 2001.
Based solely on its review of such forms received by it from such persons for
their fiscal year 2001 transactions, the Company believes that all filing
requirements applicable to such officers, directors, and greater than ten
percent beneficial owners were complied with, except that Mr. Vogel in
November 2001 filed a Form 4, Statement of Changes in Beneficial Ownership,
relating to transactions that took place in February, March and June 2001.
14
<Page>
CERTAIN TRANSACTIONS
During the year ended December 31, 2001, the Company recorded as expense
approximately $84,000 related to work performed by Mergence Technology
Corporation on behalf of the Company, which sum includes royalties paid to
Mergence in connection with the Company's licensing to its customers of certain
software owned by Mergence. Mergence is the successor-in-interest to S-Cubed
International's rights and obligations under certain contracts with the Company.
Mr. Rade, who joined the Company as Chief Executive Officer and President in
February 1997, founded S-Cubed International in February 1990 and currently
beneficially owns 53% of the outstanding stock of Mergence. The Company believes
that the amounts paid to Mergence are comparable to the amounts the Company
would have otherwise paid for comparable services from an unaffiliated party.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed KPMG LLP to serve as the Company's
independent public accountant for fiscal year 2002. KPMG LLP served as the
Company's independent public accountant and auditor during fiscal year 2001.
AUDIT FEES
The aggregate fees billed by KPMG LLP for professional services rendered for
the audit of the Company's annual consolidated financial statements for the year
ended December 31, 2001, and the reviews of the consolidated financial
information included in the Company's Forms 10-Q for fiscal 2001, was $330,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were no fees billed in 2001 by KPMG LLP for professional services
related to financial information systems design and implementation.
ALL OTHER FEES
The aggregate fees billed by KPMG LLP for services other than services noted
above were approximately $51,000 for the year ended December 31, 2001, and were
comprised of the following:
<Table>
Tax Compliance............................................. $16,000
Tax Advisory............................................... 7,000
Audit Related.............................................. 26,000
Other...................................................... 2,000
</Table>
The Audit Committee has considered whether, and concluded that, the
provision of these services is compatible with maintaining KPMG LLP's
independence.
Representatives from KPMG LLP are expected to be in attendance at the Annual
Meeting with the opportunity to make a statement and respond to questions.
STOCKHOLDER PROPOSALS
In accordance with regulations issued by the Securities and Exchange
Commission, stockholder proposals intended for presentation at the 2003 Annual
Meeting of Stockholders must be received by the Secretary of the Company no
later than January 1, 2003, if such proposals are to be considered for inclusion
in the Company's proxy statement and form of proxy. In addition, if a
stockholder does not advise the Company by March 31, 2003, that the stockholder
intends to submit a proposal to the Company's stockholders that will not be
included in the Company's proxy statement, the proxies named in the Company's
form of proxy may exercise their discretionary authority in voting on the
stockholder's proposal.
15
<Page>
OTHER MATTERS
Management knows of no matters that are to be presented for action at the
meeting other than those set forth above. If any other matters properly come
before the meeting, the persons named in the enclosed form of proxy will vote
the shares represented by proxies in accordance with their best judgment on such
matters.
Proxies will be solicited by mail and may also be solicited in person or by
telephone by some regular employees of the Company. The Company may also
consider the engagement of a proxy solicitation firm. Costs of the solicitation
will be borne by the Company.
By Order of the Board of Directors,
/s/ John A. Rade
--------------------------------------
John A. Rade
President and Chief Executive Officer
Rutherford, New Jersey
May 2, 2002
16
<Page>
(Form of Proxy)
AXS-ONE INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - June 12, 2002
(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY)
The undersigned stockholder of AXS-One Inc. hereby appoints John A. Rade,
President and Chief Executive Officer and William G. Levering III, Vice
President, Chief Financial Officer and Treasurer and each of them, with full
power of substitution, proxies to vote the shares of stock which the undersigned
could vote if personally present at the Annual Meeting of Stockholders of
AXS-One Inc. to be held at the Renaissance Meadowlands Hotel, 801 Rutherford
Avenue, Rutherford, NJ 07070, telephone number (201) 231-3100 on June 12, 2002,
at 10:00 A.M. or any adjournment thereof.
1. ELECTION OF DIRECTORS (for terms as described in the Proxy Statement)
FOR all nominees below WITHHOLD AUTHORITY to vote for all
/ / (except as marked to the contrary) / / nominees listed below to
vote for all nominees below
(1) Elias Typaldos; (2) John A. Rade; (3) Gennaro Vendome; (4) Daniel H.
Burch; (5) Robert Migliorino; (6) William E. Vogel; (7) Edwin T. Brondo; and
(8) Allan Weingarten
INSTRUCTION: To withhold authority to vote for an individual nominee, write
the nominee's name in the space provided below.
2. IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
PERSONS NOMINATED BY THE BOARD OF DIRECTORS AS DIRECTORS.
NOTE: Please date and sign exactly as your name appears on the envelope in
which this material was mailed. If shares are held jointly, each stockholder
should sign. Executors, administrators, trustees, etc. should use full title
and, if more than one, all should sign. If the stockholder is a corporation,
please sign full corporate name by an authorized officer. If the stockholder
is a partnership, please sign full partnership name by an authorized person.
---------------------------------------------
---------------------------------------------
Signature(s) of Stockholder
Dated:_______________________