UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LOGILITY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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):
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(5) Total fee paid:
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[_] 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:
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Notes:
LOGILITY, INC.
470 EAST PACES FERRY ROAD
ATLANTA, GEORGIA 30305
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Logility,
Inc. will be held at the Swissotel, 3391 Peachtree Road, N.E., Atlanta,
Georgia, on Wednesday, August 26, 1998 at 4:00 p.m. for the following
purposes:
1. To elect two directors of the Company for terms to expire at the 2001
annual meeting of stockholders.
2. To consider and vote upon an amendment to the Company's 1997 Stock Plan
to increase the number of shares of Common Stock that may be subject to
options granted under that Plan from 295,000 Shares to 1,200,000 shares,
subject to certain limitations.
3. To consider and transact such other business as may properly come before
the meeting.
Only stockholders of the Company of record at the close of business on July
10, 1998 will be entitled to vote at the meeting.
Stockholders are requested to vote, date, sign and mail their proxies in the
form enclosed even though they now plan to attend the meeting. If stockholders
are present at the meeting, their proxies may be withdrawn, and they may vote
personally on all matters brought before the meeting, as described more fully
in the enclosed Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
James R. McGuone,
Secretary
August 3, 1998
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
OF LOGILITY, INC.
----------------
TO BE HELD AT THE
SWISSOTEL
3391 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA
ON AUGUST 26, 1998
This Proxy Statement is furnished to the stockholders by the Board of
Directors of Logility, Inc., 470 East Paces Ferry Road, N.E., Atlanta, Georgia
30305 (the "Company"), in connection with the solicitation by the Board of
Directors of proxies for use at the Annual Meeting of Stockholders on
Wednesday, August 26, 1998, at 4:00 p.m., and at any adjournment or
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. This Proxy Statement and accompanying proxy
card and Notice of Annual Meeting are first being mailed to stockholders on or
about August 3, 1998.
If the enclosed form of proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with its terms. If no choices
are specified, the proxy will be voted--
FOR--Election of J. Michael Edenfield and John A. White as Directors for
terms ending with the 2001 Annual Meeting of Stockholders and until
their successors are elected and qualified.
FOR--Adoption of proposed amendment to the Company's 1997 Stock Plan to
increase the number of shares of Common Stock that may be subject to
stock options granted under that Plan from 295,000 shares to 1,200,000
shares, subject to certain limitations.
In addition, a properly executed and returned proxy card gives the authority
to vote in accordance with the proxy-holders' best judgment on such other
business as may properly come before the meeting or any adjournment thereof.
Any proxy given pursuant to this solicitation may be revoked, either in
writing furnished to the Secretary of the Company prior to the meeting or
personally by attendance at the meeting, by the person giving the proxy
insofar as the proxy has not been exercised at the meeting.
VOTING SECURITIES
RECORD DATE AND VOTING OF SECURITIES
The Board of Directors has fixed the close of business on July 10, 1998 as
the record date for determining the holders of common stock entitled to notice
of and to vote at the meeting. On July 10, 1998, the Company had outstanding
and entitled to vote a total of 13,491,700 shares of Common Stock, no par
value ("Common Stock").
Each outstanding share of Common Stock is entitled to one vote per share on
all matters to come before the meeting. The affirmative vote of a majority of
the shares represented at the meeting is necessary for election of directors
and approval of the proposed amendment to the 1997 Stock Plan. Any other
matter submitted to the meeting also must be approved or ratified by the
affirmative vote of a majority of the shares represented at the meeting. One-
third of the outstanding shares of Common Stock will represent a quorum at the
meeting.
SECURITY OWNERSHIP
Five Percent Stockholders. The only persons known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock of the
Company are those set forth below. This information is as of June 30, 1998.
Except as disclosed in the notes to the table, each person has sole voting and
investment power with respect to the entire number of shares shown as
beneficially owned by that person.
1
SHARES
NAME AND ADDRESS OF BENEFICIALLY
BENEFICIAL OWNER OWNED PERCENT(1)
------------------- ------------ ----------
American Software, Inc.......................... 11,300,000 83.8%
470 East Paces Ferry Road, N. E.
Atlanta, Georgia 30305
James C. Edenfield.............................. 11,300,000(2) 83.8%
c/o American Software, Inc.
470 East Paces Ferry Road, N. E.
Atlanta, Georgia 30305
- --------
(1) Based on a total of 13,491,700 shares outstanding.
(2) Consists of shares held by American Software, Inc. Mr. Edenfield owns 0.6%
of the outstanding Class A Common Shares and 53.4% of the outstanding
Class B Common Shares of American Software. Under the American Software
articles of incorporation, the holders of Class B Common Shares, as a
class, have the right to elect a majority of the board of directors of
American Software. Accordingly, Mr. Edenfield may be deemed to share
beneficial ownership of the Common Stock of the Company held by American
Software.
Directors and Executive Officers. The following table shows the shares of
Common Stock beneficially owned, as of June 30, 1998, by each present director
and nominee for director, by each executive officer named in the Summary
Compensation Table and by all directors and executive officers of the Company
as a group. The statements as to securities beneficially owned are, in each
instance, based upon information provided by the person(s) concerned. Except
as disclosed in the notes to the table, each person has sole voting and
investment power with respect to the entire number of shares shown as
beneficially owned by that person.
SHARES OF
COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY
OR DESCRIPTION OF GROUP OWNED PERCENT(1)
- ------------------------- ------------ ----------
James C. Edenfield.................................... 11,300,000(2) 83.8%
J. Michael Edenfield.................................. 3,000 --%
C. Tycho Howle........................................ 14,000(3) 0.1%
Parker H. Petit....................................... 9,000(3) 0.1%
John A. White......................................... 6,500(3) 0.1%
Larry R. Olin......................................... -0- --%
Donald L. Thomas...................................... 500 --%
James M. Modak........................................ 3,400 --%
Andrew White.......................................... -0- --%
All Directors and Executive Officers
as a Group (Nine Persons)............................ 11,336,400(4) 84.0%
- --------
(1) Based on a total of 13,491,700 shares outstanding, plus any shares
issuable pursuant to options held by the person or group in question that
may be exercised within 60 days.
(2) Consists of shares held by American Software, Inc. Mr. Edenfield owns 0.6%
of the outstanding Class A Common Shares and 53.4% of the outstanding
Class B Common Shares of American Software. Under the American Software
articles of incorporation, the holders of Class B Common Shares, as a
class, have the right to elect a majority of the board of directors of
American Software. Accordingly, Mr. Edenfield may be deemed to share
beneficial ownership of the Common Stock of the Company held by American
Software.
(3) Includes 4,000 shares subject to options exercisable within 60 days.
(4) Includes 12,000 shares subject to options exercisable within 60 days. Also
includes 11,300,000 shares held by American Software, Inc., the beneficial
ownership of which is attributable to James C. Edenfield, as discussed in
footnote (2).
2
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's executive officers and directors, and persons who own
more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "Commission"). Officers, directors and holders of
more than 10% of the Common Stock of the Company are required under
regulations promulgated by the Commission to furnish the Company with copies
of all Section 16(a) forms they file.
Based upon a review by the Company of filings made under Section 16(a) of
the Exchange Act, not all of the reports required to be filed during fiscal
1998 were filed on a timely basis. The Company is aware of the following
reports that were filed with the Commission by officers, directors and 10%
stockholders of the Company after their respective due dates: American
Software, Inc. (initial statement of beneficial ownership of securities,
required to be filed at the time of initial public offering to reflect status
as 10% stockholder) and Messrs. Howle, Petit and White (annual statements of
beneficial ownership, required to be filed by June 15, 1998). To the knowledge
of the Company, all of such reports have been filed at this time. Based upon
its review of copies of filings received by it, the Company believes that
since the time of the Company's initial public offering all other Section
16(a) filing requirements applicable to its directors, officers and greater
than 10% beneficial owners were complied with.
ELECTION OF DIRECTORS
AND INFORMATION REGARDING DIRECTORS
The Company's By-Laws, as amended, provide that directors shall be divided
into three classes, with staggered three-year terms. The terms of two of the
present directors, J. Michael Edenfield and John A. White, will expire at the
Annual Meeting of Stockholders in 1998. The Board of Directors has nominated
these two incumbent directors for terms expiring at the Annual Meeting of
Stockholders in 2001 and until their successors are elected and qualified.
The following information is provided concerning the nominees for election
as director, each of whom originally was elected in 1997:
Mr. Edenfield, age 40, has served as a Director and as President and Chief
Executive Officer of the Company since January 1997. Until the Company's
initial public offering in October 1997, he served as Chief Operating Officer
of American Software, Inc., a position he had held since June 1994. Mr.
Edenfield has served as Executive Vice President of American Software from
June 1994 to the present. Prior to June 1994, Mr. Edenfield served in the
following positions with American Software USA, Inc.: Senior Vice President of
North American Sales and Marketing from July 1993 to June 1994, Senior Vice
President of North American Sales from August 1992 to July 1993, Group Vice
President from May 1991 to August 1992 and Regional Vice President from May
1987 to May 1991. Mr. Edenfield holds a Bachelor of Industrial Management
degree from the Georgia Institute of Technology. Mr. Edenfield is the son of
James C. Edenfield, Chairman of the Board of Directors of the Company.
Dr. White, age 58, is Chancellor of the University of Arkansas. From July
1991 to July 1997, Dr. White served as Dean of Engineering at Georgia
Institute of Technology, having been a member of the faculty since 1975. From
July 1988 to September 1991, he served as Assistant Director of the National
Science Foundation in Washington, D.C. Dr. White is a member of the Board of
Directors of Motorola, Eastman Chemical Company, CAPS Logistics and Russell
Corporation. He is a member of the National Science Board and the National
Academy of Engineering, a past President of the Institute of Industrial
Engineers and past Chairman of the American Association of Engineering
Societies. Dr. White founded SysteCon, a logistics consulting firm, and served
as its Chairman and Chief Executive Officer until its acquisition by Coopers
and Lybrand. Dr. White received a B.S.I.E. degree from the University of
Arkansas, a M.S.I.E. degree from Virginia Polytechnic Institute and State
University and a Ph.D. from The Ohio State University.
3
If any nominee becomes unwilling or unable to serve, which is not expected,
the proxies are intended to be voted for a substitute person to be designated
by the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY VOTE "FOR" THE PROPOSAL TO ELECT J. MICHAEL EDENFIELD AND JOHN A.
WHITE AS DIRECTORS OF THE COMPANY TO HOLD OFFICE UNTIL THE 2001 ANNUAL MEETING
OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED.
The following directors were elected in 1997 and their present terms expire
with the Annual Meeting of Stockholders in 1999:
James C. Edenfield, age 63, has served as Chairman of the Board of Directors
of the Company since January 1997. He is a co-founder of American Software,
where he has served as Chief Executive Officer and Director since 1971. Prior
to founding American Software, Mr. Edenfield held several executive positions
at and was a director of Management Science America, Inc., an applications
software development and sales company. He holds a Bachelor of Industrial
Engineering degree from the Georgia Institute of Technology.
C. Tycho Howle, age 49, was a founder and since 1983 has served as Chairman
of Harbinger Corporation, a Nasdaq-listed world-wide provider of electronic
commerce products and services, and served as its Chief Executive Officer from
1983 to March 1997. From 1981 to 1983, Mr. Howle was a consultant with
McKenzie and Company, a management consulting firm. From 1979 to 1981, Mr.
Howle was a product line manager with Hewlett-Packard. From 1973 to 1977, he
was a project manager with Booz, Allen and Hamilton's Applied Research Unit.
Mr. Howle holds a BS degree (with honors) in Physics and an MS degree in
Systems Engineering from Clemson University and an MBA from the Harvard
Business School.
The following director was elected in 1997 and his present term expires with
the Annual Meeting of Stockholders in 2000:
Parker H. Petit, age 58, was the founder of Healthdyne, Inc. and served as
its Chairman and Chief Executive Officer from 1970 to March 1996. Healthdyne
spun off to its shareholders two of its subsidiaries, Healthdyne Technologies
(Nasdaq: HDTC) and Healthdyne Information Enterprises (Nasdaq: HDIE) in 1995.
Subsequently, its remaining subsidiary, Healthdyne Maternity Management, was
merged with Tokos Medical Corporation to form Matria Healthcare, Inc. (Nasdaq:
MATR) in 1996. Mr. Petit currently serves as Chairman of Healthdyne
Information Enterprises, Inc., a healthcare information services company, and
Matria Healthcare, a provider of specialized obstetrical home healthcare
services. Mr. Petit is a member of the Board of Directors of Atlantic
Southeast Airlines, Inc., Intelligent Systems Corporation, and Respironics,
Inc. He is also director of the Georgia Research Alliance, a coalition of
government and industry leaders formed to encourage development of high
technology business in Georgia, and has been elected to the Georgia Technology
Hall of Fame.
From May 1, 1997 through April 30, 1998, the Board of Directors held two
meetings and acted by written consent on ten occasions. No director of the
Company attended fewer than 75% of the total meetings of the Board of
Directors and committee meetings on which such Board member served and was
eligible to attend during this period.
The Board of Directors has an Audit Committee, which consists of Dr. John A.
White (Chairman) and Mr. Parker H. Petit. The functions of the Audit Committee
include recommending independent public accountants to the Company, reviewing
the scope and results of the independent public accountants' audit, and
monitoring the adequacy of the Company's accounting, financial and operating
controls. The Audit Committee held no meetings during fiscal 1998.
The Company has a Stock Option Committee, consisting of Messrs. James C.
Edenfield and J. Michael Edenfield. During fiscal 1998, this Committee met or
acted by written consent on twelve occasions. The functions of this Committee
are to grant stock options under the 1997 Stock Plan to employees other than
directors and
4
executive officers and establish the terms of those options, as well as to
construe and interpret the Plan and to adopt rules in connection therewith.
The Company has a Compensation Committee, consisting of Mr. C. Tycho Howle
(Chairman) and Mr. Parker H. Petit, described below in "Certain Information
Regarding Executive Officers and Directors--Report on Executive Compensation."
Among other functions, the Compensation Committee members act as the Special
Stock Option Committee under the 1997 Stock Plan, with authority to grant
stock options to Executive Officers and establish the terms of those options,
as well as to construe and interpret the 1997 Stock Plan and adopt rules in
connection therewith. The Compensation Committee held no formal meetings
during fiscal 1998.
The Board has no nominating committee or any other committee performing
similar functions.
CERTAIN INFORMATION REGARDING EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and the four other executive officers of the Company
(determined as of April 30, 1998) whose annual compensation exceeded $100,000
during fiscal 1998 (referred to herein as the "named executive officers") for
the fiscal years ended April 30, 1998, 1997 and 1996:
SUMMARY COMPENSATION TABLE
LONG-TERM
BONUS OR COMPENSATION
ANNUAL OTHER ANNUAL AWARDS/NUMBER OF ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY COMPENSATION OPTION COMPENSATION
POSITION YEAR $(1) $(1) SHARES GRANTED(1) ($)(2)
- ------------------ ------ ------- ------------ ----------------- ------------
J. Michael Eden-
field 1998 240,000 63,533(5) 20,000(6) -0-
President and
Chief 1997 240,000 102,735 30,000 -0-
Executive Offi-
cer(3)(4) 1996 240,000 -0- 16,000 -0-
Larry R. Olin 1998 175,000 45,617 10,000(6) -0-
Vice President--
Sales, 1997 175,000 55,375 -0- -0-
The Americas 1996 175,000 65,657 -0- -0-
Donald L. Thomas 1998 133,000 1,500 6,000 -0-
Vice President-- 1997 121,917 4,000 -0- -0-
Customer Service 1996 123,216 -0- 15,000 -0-
James M. Modak 1998 112,500 12,000 10,000(6) -0-
Chief Financial
Officer and Senior
Vice President(7)
Andrew White 1998 125,600 -0- 6,000(6) -0-
Vice President-- 1997 115,519 -0- 20,000 -0-
Product Strategy 1996 84,800 -0- -0- -0-
- --------
(1) All compensation and stock options shown in this table for years prior to
fiscal 1998 were paid or granted by American Software.
(2) The aggregate amount of perquisites and other personal benefits,
securities or property given to each named executive officer, valued on
the basis of aggregate incremental cost to the Company, was less than
either $50,000 or 10% of the total annual salary and bonus for that
executive officer during each of these years.
(3) At the beginning of fiscal 1998, Mr. Edenfield served as Chief Operating
Officer and Executive Vice President of American Software, Inc., resigning
from his position as Chief Operating Officer in October 1997 and
continuing as Executive Vice President. American Software, Inc. owns
approximately 84% of the Common Stock of the Company. See "Relationship
with American Software and Certain Transactions."
5
(4) James C. Edenfield, Chairman of the Board of Directors, is the father of
J. Michael Edenfield.
(5) This amount excludes $282,136 in bonuses paid by American Software for the
portion of fiscal 1998 during which he served as Chief Operating Officer
of American Software.
(6) Excludes options granted by American Software in the following amounts:
Mr. Edenfield--50,000 shares; Mr. Olin--10,000 shares; Mr. Modak--35,000
shares; Mr. White--10,000 shares.
(7) Mr. Modak joined the Company in July 1997.
STOCK OPTION PLANS
The Company has granted stock options pursuant to its 1997 Stock Plan (the
"Plan"). The Plan is proposed to be amended and is described in "Amendment of
1997 Stock Plan" below.
STOCK OPTION GRANTS
The following table sets forth information with respect to stock options
granted during fiscal 1998 to each of the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------------------------------------
POTENTIAL
REALIZED
VALUE AT
ASSUMED ANNUAL
RATES OF
PERCENT OF STOCK PRICE
TOTAL OPTIONS EXERCISE APPRECIATION
NUMBER OF GRANTED TO OR BASE FOR OPTION
OPTIONS EMPLOYEES IN PRICE (PER EXPIRATION TERM(2)
NAME GRANTED(1) FISCAL 1998 SHARE) ($) DATE 5% 10% ($)
---- ---------- ------------- ---------- ---------- ---------------
J. Michael Edenfield.... 50,000(3) 4.67%(3) 6.125 5/1/2007 192,599/488,084
20,000 7.47% 14.50 10/7/2007 182,379/462,185
Larry R. Olin........... 10,000(3) .93%(3) 8.50 12/15/2007 53,456/135,468
10,000 3.73% 14.50 10/7/2007 91,190/231,093
Donald L. Thomas........ 6,000 2.24% 14.50 10/7/2007 54,714/138,656
James M. Modak.......... 35,000(3) 3.27%(3) 8.75 8/4/2007 192,599/488,084
10,000 3.73% 14.50 10/7/2007 91,190/231,093
Andrew White............ 10,000(3) .93%(3) 8.75 8/4/2007 55,028/139,452
6,000 2.24% 14.50 10/7/2007 54,714/138,656
- -------
(1) Such options may not be exercised earlier than one year after the date of
grant. Options vest ratably over a period of four years.
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the Company's or American Software's, as the case may be,
common stock and overall market conditions. The amounts reflected in this
table may not necessarily be achieved.
(3) These grants were grants of American Software stock options and the
percentage and fair market value information for those option grants
relate to American Software stock options and American Software Class A
Common Stock.
6
STOCK OPTION EXERCISES AND OUTSTANDING OPTIONS
The following table contains information, with respect to the named
executive officers, regarding options to purchase shares of the Company and
American Software common stock outstanding as of April 30, 1998. No stock
options were exercised by the named executive officers during fiscal 1998.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1) $
- ---- ------------------------------ ------------------------------
J. Michael Edenfield.... 0/20,000 -0-
103,983/107,017(2) 545,636/366,519(2)
Larry R. Olin........... 0/10,000 -0-
54,000/38,000(2) 293,652/152,264(2)
Donald L. Thomas........ 0/6,000 -0-
27,500/17,500(2) 142,982/88,602(2)
James M. Modak.......... 0/10,000 -0-/-0-
0/35,000(2) -0-/-0-(2)
Andrew White............ 0/6,000 -0-/-0-
5,000/25,000(2) 15,940/47,820(2)
- --------
(1) The market price of the Company's Common Stock on April 30, 1998 was
$11.25. The market price of American Software's Class A Common Stock on
April 30,1998 was $8.188.
(2) These relate to stock options granted by American Software. Values are
based in part on the market price of American Software Class A Common
Stock.
EMPLOYMENT AGREEMENTS
The Compensation Committee and the Chief Executive Officer of the Company,
J. Michael Edenfield, have established that for fiscal 1999 he will receive a
base salary of $240,000, which is the same as in fiscal 1998, and a bonus
targeted at 50% of that amount if he meets certain performance targets. These
targets include factors such as growth in revenue and pre-tax earnings of the
Company. The amount of the bonus would be higher or lower than that amount,
depending on the degree to which the targets are achieved.
The Company entered into an employment agreement with Mr. Modak on July 24,
1997, pursuant to which he serves as Chief Financial Officer and Senior Vice
President of the Company. The agreement provides that Mr. Modak is entitled to
receive a base salary of $150,000 per year and is eligible to receive an
incentive bonus based upon the average price of the Company's common stock
during a pre-determined period and the revenue growth of the Company for the
twelve-month period ending July 31, 1998. He also received a bonus upon the
Company's successful completion of its initial public offering in October
1997. In the event there is a change in control of the Company, and if Mr.
Modak's employment is terminated by him or by the Company within six months of
such change of control, he will be entitled to receive severance compensation
in an amount equal to two years of his then-current salary.
None of the other executive officers of the Company has entered into an
employment agreement with the Company. Each of the other executive officers,
however, will be entitled to incentive compensation based on certain
individualized fiscal year performance standards.
DIRECTOR COMPENSATION
During fiscal 1998, the Company compensated Directors who were not employed
by the Company or its affiliates at the rate of $5,000 per annum, plus $1,000
for each meeting of the Board of Directors and $600 for each meeting of any
committee of the Board that they attended.
7
Directors are eligible to receive stock option grants under the Plan. Under
the terms of the Plan, Directors who are not employed by the Company
automatically receive stock option grants of 2,000 shares each upon his
initial election and additional 1000-share grants at the last day of each
fiscal quarter thereafter, with exercise prices equal to the market price on
those respective dates. These options become exercisable at the time of grant
and expire ten years thereafter. They do not terminate if the Director ceases
to serve on the Board of the Company. Under this program, Messrs. Howle, Petit
and White each received options to purchase an aggregate of 4,000 shares in
fiscal 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following persons served as members of the Compensation Committee of the
Board of Directors during fiscal 1998: C. Tycho Howle and Parker H. Petit.
None of the members of the Compensation Committee were officers or employees
of the Company or had any relationship with the Company requiring disclosure
under Securities and Exchange Commission regulations.
REPORT ON EXECUTIVE COMPENSATION
The following is the report of the Compensation Committee of the Board of
Directors of Logility, Inc. for the fiscal year ended April 30, 1998.
Meetings. The Compensation Committee has met one time formally and has
conferred informally a number of times during fiscal year 1998, among the
members of the Committee and with management and the other members of the
Board of Directors concerning the authority and responsibilities of the
Committee.
Executive Compensation Philosophy. The Committee believes that a
compensation program which enables the Company to attract and retain
outstanding executives will assist the Company in meeting its long-range
objectives, thereby serving the interest of the Company's shareholders. The
compensation program of the Company is designed to achieve the following
objectives:
1. Provide compensation opportunities that are competitive with those of
companies of a similar size within the same industry.
2. Create a strong link between the executive's compensation and the
Company's annual and long-term financial performance.
3. Include above average elements of financial risk through performance-
based incentive compensation that offers an opportunity for above average
financial reward to the executives.
Compensation of Chief Executive Officer. The Compensation Committee has the
responsibility and authority to review and establish compensation for the
Chief Executive Officer of the Company, including his participation in the
Logility 1997 Stock Plan and the re-evaluation and negotiation of the terms of
his employment. Following discussions with the Chief Executive Officer, J.
Michael Edenfield, the Committee and Mr. Edenfield have established that for
fiscal 1999, he will receive a base salary of $240,000, which is the same as
in fiscal 1998, and a bonus targeted at 50% of that amount if plan targets are
met. These targets include Company performance factors such as growth in
revenue and pre-tax earnings. The amount of the bonus would be higher or lower
than the targeted bonus amount, depending on the degree to which the targets
are achieved. The Committee's selection of this basis for incentive
compensation reflects its belief that the Chief Executive Officer's
compensation should be tied substantially to growth in revenue and pre-tax
earnings.
The Committee believes Mr. Edenfield is paid a reasonable salary, and that
any potential bonus is based on corporate financial goals that align his
interests with those of other shareholders.
The Chief Executive Officer's cash compensation from the Company in fiscal
1998, both salary and bonus, was determined under the terms of an incentive
compensation arrangement established prior to the formation of the
Compensation Committee. In fiscal 1998, the Chief Executive Officer received a
bonus equal to 3% of the quarterly increase in pre-tax earnings as compared to
the previous year quarter. Under this formula, Mr. Edenfield received from the
Company a bonus of $63,533.
8
The Chief Executive Officer received a grant of a stock option on October 7,
1997, consisting of 20,000 shares of Common Stock. The option is exercisable
at the IPO price, or $14.50 per share, with a term of ten years. This option
was granted by the Board of Directors prior to formation of the Compensation
Committee. As discussed below, it is the intention of the Compensation
Committee to grant to Mr. Edenfield a stock option to purchase 70,000 shares
of Common Stock when the Stock Plan is amended at the 1998 Annual Stockholders
Meeting. Any further participation by the Chief Executive Officer in the Stock
Plan during fiscal 1999 will be determined in the discretion of Compensation
Committee based upon its authority to grant options under that Plan.
Other Executive Officers. The Compensation Committee has responsibility for
the review of compensation of other executive officers of the Company. To
assist in this process, the Committee has reviewed compensation of officers
having similar responsibilities with peer group companies, based upon publicly
available information. In that regard, the Compensation Committee consults
with the Chief Executive Officer. It is the policy of the Company, in
consultation with the Compensation Committee, to base a substantial portion of
executive officer compensation upon the achievement of Company-wide and/or
divisional goals, relating in some cases to revenue generation or growth, in
some cases to growth in income and in some cases to a combination of these
factors, as well as other factors. The bonus plans for each of the most highly
compensated executive officers reflect this approach.
The Compensation Committee has direct and exclusive authority over the
granting of stock options to executive officers of the Company by acting as
the Special Stock Option Committee under the Stock Plan. In addition, the
Compensation Committee assists the Chief Executive Officer in evaluating and
establishing executive bonus plans, which are customized for each executive
officer. Stock option grants under the Stock Plan are utilized as both a
motivating and a compensating factor. Because the performance of executive
officers can substantially influence performance of the entire enterprise, the
Committee believes that grants of stock options can be utilized to create
greater incentives for improving Company performance, which the Compensation
Committee believes may positively influence the market price for Company
stock.
During fiscal 1998, the Compensation Committee formally and informally
considered the exercise of its authority under the Stock Plan to grant options
to executive officers of the Company, but elected not to do so. Options
granted to executive officers during fiscal 1998 were granted by the Board
prior to the formation of the Compensation Committee. When options are granted
to executive officers in the future, the term and size of the options will be
intended and calculated by the Compensation Committee to reward these officers
for their prior performance, to serve as incentive for promotion of Company
profitability and other long-term objectives and to maintain their overall
compensation at competitive levels. At this time, the Compensation Committee
has made the following stock option commitments to executive officers of the
Company, for options to be granted after the Stock Plan is amended to permit
the grant of additional stock options, at an exercise price equal to the
closing market price of the Common Stock on the day immediately following the
date of the 1998 Annual Stockholders Meeting:
NUMBER OF
NAME OF EXECUTIVE OFFICER OPTION SHARES
------------------------- -------------
J. Michael Edenfield...................................... 70,000 shares
James M. Modak............................................ 35,000 shares
Larry R. Olin............................................. 35,000 shares
Donald L. Thomas.......................................... 10,000 shares
Andrew White.............................................. 10,000 shares
During fiscal 1999, the Compensation Committee will continue to consult with
the Chief Executive Officer with respect to executive officer compensation
packages, including salary, bonus, stock options and fringe benefits, to
ensure that compensation is appropriately related to individual and Company
performance, as well as to competitive compensation standards and other
relevant criteria. The Compensation Committee will continue its investigation
of compensation arrangements in peer group companies as guides for future
consultations with the Board of Directors and the Chief Executive Officer.
9
Limitations on Deductibility of Executive Compensation. Since 1994, the
Omnibus Budget Reconciliation Act of 1993 has limited the deductibility of
executive compensation paid by publicly held corporations to $1 million per
employee, subject to various exceptions, including compensation based on
performance goals. The deductibility limitation does not apply to compensation
based on performance goals where (1) the performance goals are established by
a compensation committee which is comprised solely of two or more outside
directors; (2) the material terms are disclosed to shareholders and approved
by majority vote of the shareholders eligible to vote thereon before the
compensation is paid; and (3) before the compensation is paid, the
compensation committee certifies that the performance goals and other material
terms have been satisfied. The Company has not adopted a policy with respect
to deductibility of compensation since no executive officer currently
receives, or has previously received, taxable income in excess of $1 million
per year from the Company. The Compensation Committee will monitor
compensation levels closely, particularly in areas of incentive compensation.
As revenues and income of the Company grow, incentive compensation also can be
expected to increase and it may become necessary to adopt a long-term
incentive compensation plan in compliance with the foregoing criteria.
BY THE COMPENSATION COMMITTEE:
C. Tycho Howle, Chairman
Parker H. Petit
RELATIONSHIP WITH AMERICAN SOFTWARE AND CERTAIN TRANSACTIONS
In anticipation of the Company's initial public offering in October 1997,
the Company and American Software entered into various agreements (the
"Intercompany Agreements"), including a Services Agreement, a Facilities
Agreement, a Marketing License Agreement and a Tax Sharing Agreement. These
Agreements and the other Intercompany Agreements are further described in the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1998,
filed with the Securities and Exchange Commission. In fiscal 1998, the Company
paid the following aggregate amounts to American Software under the terms of
the Intercompany Agreements: Services Agreement--$1,067,000 Facilities
Agreement--$330,000; and Marketing License Agreement--$1,108,000. Under the
Tax Sharing Agreement, the Company was allocated $1,052,000 in federal, state
and local taxes for fiscal 1998.
In addition, during fiscal 1998, the Company acquired from American Software
the assets of Distribution Sciences, Inc., a former subsidiary of American
Software, as well as the WarehousePRO Division of American Software. At the
time of those acquisitions, the Company was a wholly-owned subsidiary of
American Software. For purposes of the Company's financial statements, the
acquisition of Distribution Sciences assets was valued at $676,000 and the
acquisition of WarehousePRO assets was valued at $1,580,000.
As a result of the various transactions between the Company and American
Software, amounts payable to and receivable from American Software arise from
time to time. At April 30, 1998, amounts due to American Software by the
Company totalled $961,000.
James R. McGuone, Secretary of the Company, is a partner in the firm of
Gambrell & Stolz, L.L.P., general counsel to the Company and to American
Software. Legal fees in the amount of $593,053 were paid by the Company and by
American Software to that firm during calendar year 1997 for legal services
rendered as general counsel to the Company and American Software.
AMENDMENT OF 1997 STOCK PLAN
GENERAL
The Plan was adopted by the Board of Directors and approved by the sole
stockholder of the Company in August 1997. Up to 295,000 shares of Common
Stock (subject to adjustment in the event of stock splits and other similar
events) may be issued pursuant to stock options granted under the Plan. Up to
300,000 stock
10
appreciation right ("SAR") units may be granted under the Plan, each SAR unit
being equivalent to the appreciation in the market value of one share of
Common Stock.
BACKGROUND OF PROPOSED AMENDMENT TO PLAN
On May 20, 1998, the Board of Directors approved, subject to stockholder
approval, an amendment to the 1997 Stock Plan that would increase the number
of shares of Common Stock that may be subject to options granted under the
Plan by 905,000 shares, from 295,000 shares to 1,200,000 shares. The current
295,000 shares authorized under the Plan were designed to ensure that even if
all stock option shares were granted and exercised, American Software would
retain the 80% stock ownership percentage it requires to retain the Company as
a member of American Software's consolidated group for federal and state
income tax purposes. Subsequently, the Company has repurchased some of its
shares of Common Stock in the open market and may repurchase additional shares
in the future. As a result, a limited number of additional stock options could
be granted without jeopardizing American Software's 80% position. Moreover,
American Software and the Company may agree in the future to utilize shares of
American Software common stock in connection with acquisitions by the Company,
with additional Common Stock of the Company being issued to American Software
in such an event. If such transactions occur, additional shares of Common
Stock could be made available under the Plan while still remaining within the
80% limitation.
To provide for these eventualities and to enable the Company to continue to
attract and retain key employees, the Board of Directors adopted an amendment
to the Plan, subject to stockholder approval, to increase the number of
authorized option shares from 295,000 shares to 1,200,000 shares. In adopting
that amendment, however, the Board stipulated that none of the additional
authorized option shares could be granted if doing so would potentially impair
American Software's minimum 80% stock ownership position.
Of the 295,000 presently authorized option shares, as of June 30, 1998, no
shares have been purchased pursuant to the exercise of stock options and
250,570 shares were subject to outstanding options, leaving 44,430 shares
available for new options. The proposed amendment would increase the number of
available shares under the Plan to 949,430 shares as of June 30, 1998, of
which an aggregate of 382,730 option shares could be granted as of that date
without affecting American Software's minimum 80% stock ownership position. No
SARs have been granted under the Plan.
SUMMARY OF PLAN TERMS
The following summary of the Plan is qualified in its entirety by reference
to the full text of the Plan which governs in the event of any conflict.
Copies of the Plan are available from the Company, upon written request, to
the attention of Anne-Mary Pullar, 470 East Paces Ferry Road, Atlanta, Georgia
30305.
Purpose of Plan. The purpose of the Plan is to attract and retain the best
available talent and encourage the highest level of performance by officers,
employees, directors, advisors and consultants, and to provide them with
incentives to put forth maximum efforts for the success of the Company's
business.
Automatic Option Grants to Nonemployee Directors. Under the terms of the
Plan, each independent, nonemployee director automatically receives an option
to purchase 2,000 shares of Common Stock upon his or her election to the
Board. Each non-employee director also automatically receives an option to
purchase an additional 1,000 shares on the last day of each fiscal quarter.
The exercise price of each option is equal to the fair market value of the
Common Stock on the date the option is granted.
Administration. The Plan is administered by the Board of Directors and by
the Stock Option Committee and the Special Stock Option Committee. The Special
Stock Option Committee, composed of nonemployee directors, is responsible for
the administration and granting of stock options and stock appreciation rights
(SARs) to executive officers of the Company. The Stock Option Committee,
consisting of other directors of the Company, is responsible for the
administration and granting of stock options and SARs (collectively, "Awards")
11
to other employees and eligible persons. The Stock Option Committee is
composed of James C. Edenfield and J. Michael Edenfield. The Special Stock
Option Committee is composed of Parker H. Petit and C. Tycho Howle. The Board
and the Stock Option Committees have the authority to adopt, amend and repeal
the administrative rules, guidelines and practices relating to the Plan
generally and to interpret the provisions thereof. The Board of Directors and
the respective committees may amend, modify or terminate any outstanding Award
and with respect to new Awards will determine (i) the number of shares of
Common Stock or units covered by options or SARs and the dates upon which such
options or SARs become exercisable, (ii) the exercise price of options and
SARs and (iii) the duration of options and SARs.
Eligibility. All employees (approximately 225 persons as of June 30, 1998),
and Directors of the Company are eligible to participate in the Plan. In
addition, advisors and consultants to the Company may be eligible for Award
grants if deemed appropriate by the Stock Option Committee.
Exercise Price of Stock Options and SARs. The exercise price per share of
any stock option granted under the Plan is set in each case by the respective
Committee. For incentive stock options granted under the Plan, the exercise
price must be at least 100% of the fair market value of Common Stock on the
date of grant (at least 110% for options granted to 10% stockholders). For
nonqualified stock options granted the Plan, the exercise price may be less
than the fair market value per share of Common Stock on the date upon which
the option is granted. The exercise price of a SAR unit granted under the Plan
must be at least 100% of the fair market value of the Common Stock on the date
of grant. As of the close of business on June 30, 1998, the market value of
the Common Stock was $9.75 per share.
Terms of Options and SARs. Options granted pursuant to the Plan generally
expire on the tenth anniversary of the grant date, except for incentive stock
options granted to 10% stockholders, which expire on the fifth anniversary of
the date of grant. SARs granted under the Plant expire not later than the
fifth anniversary of the date of grant.
Exercise. Awards granted pursuant to the Plan generally become exercisable
in equal portions over a four-year period (other than formula options granted
to non-employee directors, which vest immediately upon grant). The Plan
permits the payment of the exercise price of options to be in the form of
cash, by surrender to the Company of shares of Common Stock owned by the
participant for at least six months (unless waived by the appropriate
committee) or by any combination of these two forms of payment (subject to
certain restrictions).
Non-Assignability. An option or SAR granted under the Plan is not
transferable other than by will, the applicable laws of descent and
distribution, or a qualified domestic relations order. During the lifetime of
an optionee, options may be exercised only by such optionee or his guardian or
legal representative.
Death, Disability, Retirement or Termination of Employment. Following a
participant's termination of employment, Awards held by such person pursuant
to the Plan are generally exercisable only with respect to the portions
thereof in which the participant is then vested. Under the Plan, upon
termination of employment, stock options remain exercisable for 90 days, or 12
months if termination results from death or disability, but in any event not
beyond the original option term. SARs are automatically deemed to be exercised
upon termination of employment, to the extent vested.
Change of Control. The stock option agreements and SAR agreements provide
that in the event of a Change in Control (as defined in the Plan) of the
Company, or a threatened Change in Control of the Company as determined by the
Board of Directors, outstanding Awards will automatically become fully
exercisable, subject to the right of the individual Award holder to accept a
substitute stock option or similar equity right from the surviving entity in
the Change of Control transaction.
Rights as a Stockholder; Status of Employee. No person shall have any rights
or privileges of a stockholder of the Company as to shares subject to an
option granted pursuant to the Plan until such option is exercised in
12
accordance with the terms of the Plan. Furthermore, nothing in the Plan or any
agreement entered into pursuant thereto, confers upon an optionee any right to
continue in the employment of the Company. Ownership of a SAR does not
establish any stockholder rights.
American Software Option Plans. So long as the Company remains a majority-
owned subsidiary of American Software, officers and other employees of the
Company will be eligible to receive grants of stock options under stock option
plans of American Software. The grant of such options, if any, will be
entirely within the discretion of the respective committees of the American
Software Board of Directors. James C. Edenfield, a Director of the Company,
serves on a committee of the American Software Board that has authority over
one of the American Software stock option plans.
Termination. The Plan terminates after August 2007, unless sooner terminated
by the Board of Directors. Except as expressly contemplated by the terms of
the Plan, no amendment, discontinuance or termination of the Plan will have
any effect on options or SARs outstanding thereunder at the time of
termination.
TAX CONSEQUENCES
The following is a brief summary of the principal federal income tax
consequences of the grant and exercise of an option or SAR under the Plan and
the subsequent disposition of Common Stock acquired upon exercise of a stock
option.
STOCK OPTIONS. Under the Plan, at the time of grant of a Stock Option the
respective Committee designates each option either as an incentive stock
option or a nonqualified stock option, with differing tax consequences to the
optionee and to the Company for each type of option.
Nonqualified Options. The grant of a nonqualified option will not result in
any immediate tax consequence to the Company or the optionee. Upon exercise of
a nonqualified option granted under the Plan, the amount by which the fair
market value on the date of exercise of the shares received upon such exercise
exceeds the option price will be taxed as ordinary income to the optionee, and
the Company will generally be entitled to a deduction in an equal amount in
the year the option is executed. Such amount will not be an item of tax
preference to an optionee.
Upon the subsequent disposition of shares acquired upon the exercise of an
option ("Option Stock"), an optionee may realize short-term or long-term
capital gain or loss, assuming such shares of Option Stock constitute capital
assets in an optionee's hands and depending upon the holding period of such
shares of Option Stock, equal to the difference between the selling price and
the tax basis of the shares of Option Stock sold. The tax basis for this
purpose will equal the sum of the exercise price and the amount of ordinary
income realized by the optionee as a result of such exercise.
Incentive Options. Neither the grant nor the exercise of an incentive stock
option will have any immediate tax consequences to the Company or the
optionee. (However, in calculating income for purposes of computing an
individual optionee's alternative minimum tax, the favorable tax treatment
generally accorded incentive stock options is not applicable.)
When an optionee sells Option Stock received upon the exercise of his
incentive stock options, any amount he receives in excess of the option price
will be taxed as a long-term capital gain at the maximum applicable tax rate
(and any loss will be a long-term capital loss) if he has held his shares for
at least two years from the date of granting the option to him and for at
least one year after the issuance of such shares to him. If the shares are not
held for more than two years from the date of granting the option to him or
are not held for more than one year after the issuance of such shares, (i)
ordinary income will be realized in the year of the disposition in an amount
equal to the difference between the fair market value of the shares on the
date the option was exercised and the option price, and (ii) either capital
gain or loss will be recognized in an amount equal to the difference between
13
the selling price and the fair market value of the shares on the date the
option was exercised. If the selling price is less than the fair market value
on the date the option is exercised, but more than the exercise price, (i)
ordinary income equal to the difference between the exercise price and the
fair market value on the date of exercise is recognized, and (ii) a capital
loss equal to the difference between the fair market value on the date of
exercise and the sales price results.
The Company is not permitted to take a deduction for federal income tax
purposes because of the granting or exercise of any incentive stock option,
except to the extent that ordinary income may be realized by an optionee on
the sale of option shares.
SARs. Like the grant of a nonqualified stock option, there are no immediate
tax consequences to the Company or the recipient upon the grant of a SAR. When
the SAR is exercised, the cash payment will be taxed as ordinary income to the
recipient, and generally the Company will be entitled to a deduction in an
equal amount in the same year.
BOARD RECOMMENDATION
The Board of Directors believes it is in the best interest of the Company to
approve the proposed amendment to the Plan so that the Company will be able to
continue to provide adequate incentives and to attract and retain the services
of competent personnel.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE PROPOSED AMENDMENT.
STOCK PRICE PERFORMANCE GRAPH
The Common Stock commenced trading on the Nasdaq National Market on October
7, 1997. The graph below reflects the cumulative stockholder return (assuming
the reinvestment of dividends) on the Common Stock compared to the return of
the Nasdaq Composite Index and a peer group index for the periods indicated.
The graph reflects the investment of $100 on October 31, 1997 in the Company's
Common Stock, the Nasdaq Stock Market--U.S. Companies ("Nasdaq Composite
Index") and in a published industry peer group index. The peer group is the
Robertson Stephens Hi-Tech Index-Software Group, which is an index of the
stock price performance of 50 software companies maintained by Robertson
Stephens & Company, an investment banking firm.
Robertson
Stepehens Hi-
Nasdaq Tech Index
Composite Software Grp. Logility
10/31/97 100.00 100.00 100.00
01/31/98 101.97 98.34 79.49
04/30/98 117.24 125.62 75.21
14
INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP, who were auditors
for fiscal 1998, to continue as independent auditors of the Company.
Representatives of KPMG Peat Marwick LLP are expected to attend the
Stockholders Meeting. These representatives will be available to respond to
appropriate questions raised orally and will be given the opportunity to make
a statement if they so desire.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be forwarded in writing and received at the
principal executive offices of the Company no later than April 6, 1999,
directed to the attention of the Secretary, for consideration for inclusion in
the Company's proxy statement for the 1999 Annual Meeting of Stockholders. Any
such proposals must comply in all respects with the rules and regulations of
the Securities and Exchange Commission.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present, and has not been informed that any other person intends to
present, any matter for action at the Annual Meeting other than those
specifically referred to in this Proxy Statement. If other matters properly
come before the meeting, it is intended that the holders of the proxies will
act in respect thereto in accordance with their best judgment.
The cost of this solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, employees of the Company may solicit proxies
by telephone, in writing or in person. The Company may request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting material to
the beneficial owners of stock held of record and will reimburse such persons
for any reasonable expense in forwarding the material.
Copies of the 1998 Annual Report of the Company are being mailed to
stockholders together with this Proxy Statement, proxy card and Notice of
Annual Meeting of Stockholders. Additional copies may be obtained from
Investor Relations, 470 East Paces Ferry Road, Atlanta, Georgia 30305.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED APRIL 30, 1998, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS
BENEFICIALLY OR OF RECORD AT THE CLOSE OF BUSINESS ON JULY 10, 1998, ON
REQUEST TO INVESTOR RELATIONS, 470 EAST PACES FERRY ROAD, ATLANTA,
GEORGIA 30305.
By Order of the Board of Directors,
James R. McGuone, Secretary
Atlanta, Georgia
August 3, 1998
15
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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LOGILITY, INC.
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Mark box at right if an address change or comment has been noted on [_]
the reverse side of this card.
RECORD DATE SHARES:
------------------------------
Please be sure to sign and date this Proxy. Date
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Stockholder sign here-----------------------------Co-owner sign here------------
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" EACH OF THE FOLLOWING PROPOSALS:
For All With- For All
Election of Directors. Nominees hold Except
- ----------------------
Two Directors to be elected for terms expiring at [_] [_] [_]
the 2001 Annual Meeting.
Nominees:
J. Michael Edenfield
John A. White
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name of the nominee. Your
shares will be voted for the remaining nominee.
Amendment to 1997 Stock Plan. For Against Abstain
- -----------------------------
To increase the number of shares that may be [_] [_] [_]
subject to options under that Plan from 295,000
shares to 1,200,000 shares, subject to certain
limitations.
FOLD AND DETACH HERE
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LOGILITY, INC.
Proxy Solicited by the Board of Directors for
the Annual Meeting of Stockholders to be held
August 26, 1998 at 4:00 p.m. at
Swissotel
3391 Peachtree Road, N.E.
Atlanta, Georgia 30326
FOR HOLDERS OF COMMON STOCK
The undersigned hereby appoints J. Michael Edenfield and James M. Modak, or
either of them, attorneys and proxies, each with full power of substitution to
vote, in the absence of the other, all shares of Common Stock of LOGILITY, INC.
held by the undersigned and entitled to vote at the Annual Meeting of
Stockholders to be held on August 26, 1998 and at any adjournment or
adjournments thereof, in the transaction of such business as may properly come
before the meeting and particularly the proposals stated on the reverse side
hereof, all in accordance with and as more fully described in the accompanying
Proxy Statement.
It is understood that this proxy may be revoked at any time insofar as it has
not been exercised and that the shares may be voted in person if the undersigned
attends the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED STOCKHOLDER ON THE REVERSE OF THIS PROXY CARD OR, IF NO DIRECTION IS
GIVEN, THEY WILL BE VOTED FOR EACH OF THE PROPOSALS LISTED ON THE REVERSE SIDE
IN THEIR DISCRETION. THE PROXYHOLDERS ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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IMPORTANT: Please sign this Proxy exactly as your name(s) appear(s) hereon. If
shares are held jointly, signatures should include both names. Executors,
administrators, trustees, guardians and others signing in a representative
capacity should please give their full titles.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS?
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