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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 Rule 14a-11(c) or Rule 14a-12
EAGLE POINT SOFTWARE CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction: $[ ]
(5) Total fee paid:
$[ ], equaling 1/50th of one percent of the proposed maximum
aggregate value of transaction.
[_] 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:
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EAGLE POINT SOFTWARE CORPORATION
4131 Westmark Drive
Dubuque, Iowa 52002-2627
(319) 556-8392
Dear Stockholder:
On behalf of the Board of Directors and management of Eagle Point Software
Corporation, I cordially invite you to attend the 1998 Annual Meeting of
Stockholders of Eagle Point Software Corporation to be held at 3:00 p.m., local
time, on Tuesday, December 1, 1998, at the Eagle Point Software Corporate
Headquarters, 4131 Westmark Drive, Dubuque, Iowa 52002-2627.
The matters to be considered at the meeting are described in the accompanying
Proxy Statement. It is important that your shares be represented at the Annual
Meeting regardless of the number of shares you hold. You are urged to specify
your voting preference by marking, dating and signing the enclosed proxy card
and returning it in the enclosed business reply envelope. No postage is
required if mailed in the United States. If you wish to vote in accordance with
the Directors' recommendations, all you need to do is date and sign the proxy
card and return it in such envelope.
We hope you can attend the 1998 Annual Meeting, but in any event, please
complete and return the proxy card. If you do attend and wish to vote in
person, you may revoke your proxy at that time.
Sincerely,
Rodney L. Blum
Chairman
October 28, 1998
EAGLE POINT SOFTWARE CORPORATION
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 1, 1998
The 1998 Annual Meeting of Stockholders (the "Annual Meeting") of Eagle Point
Software Corporation, a Delaware corporation (the "Company"), will be held at
3:00 p.m., local time, on Tuesday, December 1, 1998 at the Eagle Point Software
Corporate Headquarters, 4131 Westmark Drive, Dubuque, Iowa 52002-2627, for the
purpose of considering and acting upon the following matters:
1. To elect two directors to the Board of Directors of the Company, to
serve for a three-year term;
2. To ratify the appointment of Deloitte & Touche LLP as independent
accountants for the Company for the fiscal year ending June 30, 1999;
and
3. To transact such other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
Stockholders of record at the close of business on October 19, 1998 are entitled
to receive notice of and to vote at the Annual Meeting or any postponement or
adjournment thereof. A list of such stockholders will be available for
examination by any stockholder for any purpose germane to the Annual Meeting,
during normal business hours, at the principal executive office of the Company,
4131 Westmark Drive, Dubuque, Iowa 52002-2627, for a period of ten days prior to
the Annual Meeting.
The matters to be considered at the meeting are described in the accompanying
Proxy Statement. It is important that your shares be represented at the Annual
Meeting regardless of the number of shares you hold. You are urged to specify
your voting preference by marking, dating and signing the enclosed proxy card
and returning it in the enclosed business reply envelope. No postage is
required if mailed in the United States. If you wish to vote in accordance with
the Directors' recommendations, all you need do is date and sign the proxy card
and return it in such envelope.
By order of the Board of Directors,
Dennis J. George
Secretary
October 28, 1998
EAGLE POINT SOFTWARE CORPORATION
PROXY STATEMENT
General Information
This Proxy Statement (the "Proxy Statement") is being furnished to the holders
of Common Stock, $.01 par value ("Common Stock"), of Eagle Point Software
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board" or
the "Board of Directors") for use at the 1998 Annual Meeting of Stockholders of
the Company (the "Annual Meeting") to be held at 3:00 p.m., local time, on
Tuesday, December 1, 1998, at the Company's corporate headquarters, 4131
Westmark Drive, Dubuque, Iowa 52002-2627 and at any and all adjournments or
postponements thereof. The Company's principal executive office is located at
4131 Westmark Drive, Dubuque, Iowa 52002-2627.
Each holder of record of Common Stock at the close of business on October 19,
1998 (the "Record Date") is entitled to receive notice of and to vote at the
Annual Meeting. The holders of a majority of the shares of Common Stock
outstanding and entitled to vote must be present in person or represented by
proxy at the Annual Meeting in order for a quorum to be present. At the close
of business on the Record Date there were 4,817,044 shares of Common Stock
outstanding, each of which entitles the registered holder thereof to one vote.
If you are unable to attend the Annual Meeting, you may vote by proxy. The
proxy holders will vote your shares according to your instructions. If you
return a properly signed and dated proxy card but do not mark a choice on one or
more items, your shares will be voted in accordance with the recommendations of
the Board for such items as set forth in this Proxy Statement. The proxy card
gives authority to the proxy holders to vote your shares in their discretion on
any other matter presented at the Annual Meeting. A proxy may indicate that all
or a portion of the shares represented by that proxy are not being voted by a
stockholder with respect to a particular matter. Any such non-voted shares will
be considered present for the purpose of determining the presence of a quorum.
You may revoke your proxy at any time prior to voting at the Annual Meeting by
delivering written notice to the Secretary of the Company, by submitting a
subsequently dated proxy or by attending and voting in person at the Annual
Meeting.
The Company will bear the cost of preparing, handling, printing and mailing this
Proxy Statement, the related proxy card and any additional material which may be
furnished to stockholders, as well as the actual expense incurred by brokerage
houses, fiduciaries and custodians in forwarding such materials to beneficial
owners of Common Stock held in their names. The solicitation of proxies will be
made by the use of the mail and through direct communication with certain
stockholders or their representatives by certain officers, directors or
employees of the Company who will receive no additional compensation therefore.
This Proxy Statement and the related proxy card are first being mailed to
stockholders of the Company on or about October 28, 1998.
ELECTION OF DIRECTORS
The Board of Directors consists of five persons and is divided into three
staggered classes, each class serving a three-year term. The term of Class I
Directors expires on the date of the Annual Meeting. The nominees for Class I
Director, if elected, will serve three years until the 2001 Annual Meeting of
Stockholders, or until a successor has been elected and qualified. The current
Class II and Class III Directors will continue in office until the 1999 and 2000
Annual Meetings of Stockholders, respectively.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the Class I nominees recommended by the Board of Directors. Directors
are elected by a plurality of the votes cast. Stockholders may not cumulate
their votes. In the event that any nominee of the Company is unable or declines
to serve as a director at the time of the Annual Meeting, the proxies will be
voted for any nominee who shall be designated by the present Board of Directors
to fill the vacancy. It is not expected that any nominee will be unable or will
decline to serve as a director. In the event that additional persons are
nominated for election as directors, the proxy holders intend to vote all
proxies received by them for the nominees recommended by the Board of Directors.
NOMINEES FOR DIRECTOR
Class I - Nominees to Serve Until 2001 Annual Meeting of Stockholders:
Dennis J. George, age 35, has been a Director of the Company since April 1989.
Since he joined the Company in April 1989, he has served as Vice President,
Chief Financial Officer, Treasurer and Secretary. During 1988 he was the
Financial Budget Analyst for the Ertl Company, a manufacturer of agricultural
model toys. During 1987 he served as Finance Manager for D.D.S., a provider of
turn-key computer systems to the auto, large truck and implement dealer markets.
Thomas O. Miller, age 47, has been a Director of the Company since August 30,
1995. He currently serves as President of Norand Corporation ("Norand"), a
manufacturer of hand-held data systems. From September 1995 until March 1997 he
served as Senior Vice President of Norand, from 1993 until September 1995 he
served as Vice President-Mobile Systems of Norand and from 1990 until 1992 he
served as Vice President-Marketing of Norand.
The Board of Directors unanimously recommends that stockholders vote FOR each of
the nominees listed above (Proposal 1).
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
Class II - Directors Serving Until 2000 Annual Meeting of Stockholders:
John F. Biver, age 43, has been a Director of the Company since he co-founded
the Company in 1983. He has served as Vice President-Civil Division since
January 1990. Prior to founding the Company, he was a registered Professional
Engineer with the civil engineering firm of Wright, Kilby, Sejkoara and
Associates.
James P. Hickey, age 41, has been a Director of the Company since August 30,
1995. Since 1989, Mr. Hickey has been a Principal of William Blair & Company,
an investment banking firm.
Class III - Director to Serve Until 2000 Annual Meeting of Stockholders:
Rodney L. Blum, age 43, has been a Director of the Company since January 1990.
He joined the Company in
2
January 1990 as its President and Chief Executive Officer. From May 1988 until
he joined the Company, he was Director of Sales and Marketing of D.D.S., a
provider of turn-key computer systems to the auto, large truck and implement
dealer markets. From 1980 until May 1988 he served in various marketing and
management positions at CyCare Systems, Incorporated, a provider of computerized
information processing systems to the healthcare industry. Mr. Blum is a
director of American Trust and Savings Bank and is a member of the Board of
Trustees for the Herbert Hoover Presidential Library.
DIRECTORS - MEETINGS, COMMITTEES AND COMPENSATION
The Board of Directors met six times during the fiscal year ended June 30, 1998
("Fiscal 1998"), five times pursuant to regularly scheduled meetings and one
time pursuant to a special meeting. No director attended fewer than 75 percent
of the meetings of the Board and committees thereof on which he served.
The Board of Directors has established two committees: an Audit Committee and a
Compensation Committee. As of June 30, 1998 and as of the date of this Proxy
Statement, the Audit Committee is comprised of Messrs. George, Hickey and
Miller. The Audit Committee reviews the results and scope of the audit and
other services provided by the Company's independent accountants and recommends
the appointment of independent accountants to the Board of Directors. See
"Ratification of Appointment of Independent Accountants." The Audit Committee
met one time during Fiscal 1998.
As of June 30, 1998 and as of the date of this Proxy Statement, the Compensation
Committee is comprised of Messrs. Hickey and Miller. The Compensation Committee
makes recommendations regarding the compensation arrangements for top management
and key employees of the Company. The Compensation Committee met one time during
Fiscal 1998.
Directors who are employees of the Company receive no compensation for serving
as directors. Those directors who are not employees of the Company ("Outside
Directors") receive a $500 fee for each meeting of the Board of Directors
attended, whether attendance is in person or telephonic, and they are reimbursed
for out-of-pocket expenses incurred in connection with attending meetings. In
addition, each Outside Director participates in the Stock Option Plan. Upon
election to the Board, any new Outside Director will receive an option to
purchase 2,000 shares of Common Stock with a per share exercise price equal to
the average of the high and low sales prices of a share of Common Stock as
reported on The Nasdaq Stock Market on the day such stock option is granted. In
addition, on the date of each annual meeting of stockholders of the Company,
each person who is an Outside Director immediately after such meeting will
receive an option to purchase 4,000 shares of Common Stock with a per share
exercise price equal to the average of the high and low sales prices of a share
of Common Stock as reported on The Nasdaq Stock Market on the day such option is
granted. As such, after the 1997 Annual Meeting, each Outside Director received
option to purchase 4,000 shares of common stock at an exercise price of $3.625
representing the average of the high and low sales prices of a share of Common
Stock as reported on The Nasdaq Stock Market on the day such option was granted.
Each stock option granted to Outside Directors under the Stock Option Plan is
immediately exercisable.
The Board of Directors has no nominating committee. Selection of nominees for
the Board is made by the entire Board of Directors. The names of potential
nominees for the Company's Board should be directed to the Company's Secretary,
Dennis J. George, at 4131 Westmark Drive, Dubuque, Iowa 52002-2627.
EXECUTIVE OFFICER COMPENSATION
The following table (the "Compensation Table") sets forth the aggregate
compensation for the past three fiscal years of the individual who served as
Chief Executive Officer during Fiscal 1998 and the other most highly compensated
executive officers for Fiscal 1998 (collectively, the "Named Executive
Officers").
3
Summary Compensation Table
--------------------------
Long-Term
Annual Compensation Compensation Awards
----------------------- ---------------------
Fiscal Securities Underlying
Name and Principal Position Year Salary ($) Bonus ($) Options (#)
- - ---------------------------------- ------ ---------- --------- ---------------------
Rodney L. Blum 1998 $140,000 $16,920 35,000
Chairman, President and Chief 1997 140,000 1,579 --
Executive Officer 1996 116,766 46,588 --
John F. Biver 1998 107,000 1,330 25,000
Vice President-Civil Division 1997 107,000 1,004 --
1996 90,376 23,269 --
Dennis J. George 1998 99,000 11,039 25,000
Vice President, Chief Financial 1997 99,000 1,020 --
Officer, Treasurer and Secretary 1996 78,208 30,006 --
Option Grants
The following table sets forth information with respect to individual grants of
options that were made during Fiscal 1998 to each of the Named Executive
Officers and the potential realizable value of these options assuming five
percent and ten percent rates(1) of compound appreciation in the market value of
the Common Stock over the term of the option grants. The Company has never
granted stock appreciation rights.
Option Grants in Last Fiscal Year
---------------------------------
Potential Realizable Value at
Assumed Annual Rates of Stock Price
Individual Grants (2) Appreciation for Option Term
-------------------------------------- -------------------------------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) (1) 10% ($) (1)
- - ---- ----------- ------------- -------- ---------- ---------- -----------
Rodney L. Blum 35,000 12.4% $3.453 8/6/07 $76,008(3) $192,619(3)
John F. Biver 25,000 8.8% $3.453 8/6/07 $54,291(3) $137,585(3)
Dennis J. George 25,000 8.8% $3.453 8/6/07 $54,291(3) $137,585(3)
(1) Amounts reflect assumed rates of appreciation set forth in the Securities
and Exchange Commission's executive compensation disclosure rules. Actual
gains, if any, on stock option exercises depend on future performance of
the Company's Common Stock and overall stock market conditions. No
assurance can be given that the amounts reflected in these columns will be
achieved.
(2) Upon a sale of substantially all of the business and assets of the Company,
each outstanding option will become exercisable in full.
(3) The future hypothetical value of one share of Common Stock based on a fair
market value of $3.453 on August 6, 1997, and assumed rates of appreciation
of five percent and ten percent through August 6, 2007, would be $5.625 and
$8.957, respectively.
4
Aggregated Option Exercises(1) in Last Fiscal Year
and Fiscal Year End Option Values
-----------------------------------
Value of Unexercised In-The-Money
Number of Unexercised Options at June 30, 1998
Options at June 30, 1998 (based upon $8.25 per share)
------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- - ---- ----------- ------------- ----------- -------------
Rodney L. Blum - 35,000 - $167,891
John F. Biver - 25,000 - $119,922
Dennis J. George - 25,000 - $119,922
______________________
(1) No options were exercised in Fiscal 1998.
Employment Agreements
The Company has entered into employment agreements ("Executive Employment
Agreements") with each of Rodney L. Blum, John F. Biver and Dennis J. George to
serve as its President and Chief Executive Officer, Vice President-Civil
Division and Vice President, Chief Financial Officer, Secretary and Treasurer,
respectively. Mr. Blum, Mr. Biver and Mr. George (each an "Executive Employee")
received annual salaries of $140,000, $107,000 and $99,000, respectively, in
Fiscal 1998, and each are entitled to participate in the Company's bonus program
for executive officers. Each Executive Employee's salary is subject to change as
determined by the Compensation Committee of the Board of Directors. None of the
Executive Employment Agreements contain a specified expiration date, although
the Company may terminate each such agreement at any time upon thirty days'
written notice to the Executive Employee, and each Executive Employee may
terminate his respective agreement at any time upon thirty days' written notice
to the Company.
If an Executive Employment Agreement is terminated by virtue of an Executive
Employee's disability, such Executive Employee will be entitled to receive a
lump sum payment equal to one and one-half times the cumulative compensation
payable to him for the twelve months immediately proceeding the effective date
of termination. If an Executive Employment Agreement is terminated by virtue of
an Executive Employee's death, such Executive Employee will be entitled to
receive a lump sum payment equal to two times the cumulative compensation
payable to him for the twelve month period immediately preceding his death. If
an Executive Employment Agreement is terminated for any other reason, other than
for any act of theft, embezzlement, or other documented proof of material
dishonesty, such Executive Employee will be entitled to receive a lump sum
payment equal to two times the cumulative compensation payable to him for the
twelve month period immediately preceding such termination.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Eagle Point's Compensation Philosophy
The Company recognizes that the success of its business is based on the
performance of its employees, and that its employees are the Company's primary
asset. With that understanding, the Compensation Committee of the Board of
Directors applies the following operating principles in its duties as
administrator of the compensation of the Company's management and key employees:
1. Be competitive in all aspects of compensation and consistently
demonstrate a willingness to pay levels of compensation that are
necessary to attract and retain highly qualified executives.
5
2. Award stock options to executives in order to align management's and
stockholders' interests.
3. Provide variable compensation opportunities based on the financial
performance of the Company -- when objectives are met or exceeded, the
incentive awards can be attractive.
4. Adhere to a compensation strategy that effectively balances short- and
long-term goals of the Company.
Compensation Policies for Executive Officers
The Compensation Committee of the Board, presently comprised of two Outside
Directors, makes executive compensation decisions. In making these decisions,
the Committee considers recommendations made by the Company's senior management
team. Key components of the Company's executive compensation decisions include:
1. Base salary -- designed to comprise approximately 60% to 70% of
potential compensation.
2. Cash bonus/stock option awards -- designed to help provide a direct
link between executive compensation and the individual's role in
helping the Company attain quarterly and annual performance measures.
The Committee believes this type of executive compensation structure effectively
serves the interests of both the Company and its stockholders. The Committee
also believes the program allows the Company to attract and retain outstanding
executives and motivate these executives to perform at the highest levels.
CEO Compensation
Mr. Rodney L. Blum has served as the Company's CEO since January 1990. In Fiscal
1998 Mr. Blum received a salary of $140,000. Mr. Blum's compensation is
substantially related to the Company's performance pursuant to the Company's
bonus program for its executive officers - Mr. Blum is eligible to receive a
bonus payment if certain financial objectives (primarily relating to revenues
and profitability) for the Company are met. Mr. Blum's compensation during
Fiscal 1998 reflects the strategic importance of Mr. Blum to the Company and his
anticipated future contributions toward achievement of the Company's growth
objectives.
The foregoing report has been furnished by the Committee.
The Compensation Committee of the Board of Directors
James P. Hickey
Thomas O. Miller
6
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS
AND PRINCIPAL STOCKHOLDERS
The following table sets forth information as of October 1, 1998 concerning the
beneficial ownership of Common Stock for each Director, the Named Executive
Officers, all Directors and Executive Officers as a group, and each holder of 5%
or more of the Company's Common Stock. Unless otherwise noted, the listed
persons have sole voting and investment power with respect to the shares held in
their names, subject to community property laws if applicable. The table does
not include options which are not exercisable within 60 days.
Name of Number % of total
Beneficial Holder of Shares(1) Outstanding Shares
- - ----------------- ------------ ------------------
John F. Biver (7) 1,248,066 (2) 25.91%
Rodney L. Blum (7) 965,254 (3) 20.04
Dennis J. George (7) 389,730 (2) 8.09
Dimensional Fund Advisors (6) 341,500 7.09
James P. Hickey 11,000 (4) --
Thomas O. Miller 10,500 (4) --
All Directors and Executive
Officers as a group (9 persons) 2,659,595 (5) 55.21
(1) Based on the number of shares outstanding at, or acquirable within, 60 days
of October 1, 1998.
(2) Includes 8,250 shares which may be acquired under options which are
currently exercisable or which will be exercisable within 60 days of
October 1, 1998.
(3) Includes 11,550 shares which may be acquired under options which are
currently exercisable or which will be exercisable within 60 days of
October 1, 1998.
(4) Includes 9,000 shares which may be acquired under options which are
currently exercisable or which will be exercisable within 60 days of
October 1, 1998.
(5) Includes 67,914 shares which executive officers and directors have the
right to acquire under options which are currently exercisable or which
will be exercisable within 60 days of October 1, 1998.
(6) Based upon the most recent report on Schedule 13G as filed with the
Securities and Exchange Commission Dimensional Fund Advisors Inc., a
registered investment advisor, is deemed to have beneficial ownership of
341,500 shares of Eagle Point Software stock as of December 31, 1997, all
of which shares are held in portfolios of DFA Investment Dimensions Group
Inc., a registered open-end investment company, or in a series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group Trust
and DGFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional Fund Advisors Inc. serves
as investment manager. Dimensional disclaims beneficial ownership of all
such shares. The Dimensional Fund Advisors Inc. address is 1299 Ocean
Avenue, 11th floor, Santa Monica, CA 90401
(7) The Principal address of such beneficial holder is c/o Eagle Point Software
Corporation, 4131 Westmark Drive, Dubuque, Iowa 52002-2627.
7
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return since the Common Stock became publicly traded on June 16, 1995 with the
Nasdaq Computer & Data Processing Index (the "Computer Index") and with The
Nasdaq Stock Market -- U.S. Index (the "Nasdaq Index"). The comparison is based
on the assumption that $100.00 was invested on June 16, 1995 in each of the
Company's Common Stock, the Computer Index and the Nasdaq Index.
Note: The stock price performance shown below is not necessarily indicative of
future price performance.
[GRAPH APPEARS HERE]
*$100 INVESTED ON 6/16/95 IN STOCK OR INDEX-
INCLUDED REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
Cumulative Total Return
6/16/95 6/30/95 6/30/96 6/30/97 6/30/98
Eagle Point Software Corporation EGPT 100 131 54 35 63
NASDAQ STOCK MARKET -- US INAS 100 103 132 160 212
NASDAQ COMPUTER & DATA PROCESSING INAD 100 104 138 174 263
8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
James P. Hickey, an Outside Director of the Company since August 1995, is a
Principal of William Blair & Company, L.L.C., an investment banking firm
("William Blair"). William Blair was one of the managing underwriters of the
Company's initial public offering of Common Stock in June 1995. The Company
currently maintains a no-fee money market account with William Blair.
RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTS
The Board of Directors has appointed Deloitte & Touche LLP as independent
accountants of the Company for the fiscal year ending June 30, 1999. If a
majority of the stockholders in attendance at the Annual Meeting, in person or
by proxy, fail to ratify the appointment, the appointment of other independent
accountants will be considered by the Board of Directors. Abstentions will have
the same effect as votes against the proposal. Non-voted shares will not be
considered in attendance for the vote on this proposal. Deloitte & Touche LLP
has audited the Company's financial statements since the fiscal year ended June
30, 1992. Representatives of Deloitte & Touche LLP are expected to be at the
Annual Meeting and will be available to respond to appropriate questions.
Deloitte & Touche LLP will also have the opportunity to make a statement at the
Annual Meeting if they desire to do so.
The Board of Directors unanimously recommends that stockholders vote FOR
approval of the proposal to ratify the appointment of Deloitte & Touche LLP as
independent accountants for the Company for the fiscal year ending June 30, 1999
(Proposal 2).
STOCKHOLDER PROPOSALS
Pursuant to applicable rules under the Securities Exchange Act of 1934,
stockholder proposals intended to be presented at the 1999 Annual Meeting of
Stockholders and to be included in the Company's proxy statement and form of
proxy for that meeting must be received by the Company at its principal
executive offices not later than June 26, 1999. In addition, the By-Laws of the
Company contain requirements relating to the timing and content of the advance
notice which stockholders must provide to the Secretary of the Company for any
matter or any director nomination to be properly presented at a stockholders
meeting. The Company's 1999 Annual Meeting of Stockholders is currently
scheduled for December 1, 1999. To be timely, a notice from a stockholder for
the 1999 Annual Meeting of Stockholders must be received by the Secretary of the
Company no earlier than August 20, 1999, and no later than September 16, 1999.
A copy of the By-Laws may be obtained upon written request to the Secretary of
the Company.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10 percent of a registered class of the Company's equity
securities ("Reporting Persons") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Reporting Persons are
required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on a
review of the Form 3, 4, and 5 filings received from such Reporting Persons
since the beginning of fiscal year 1998, the Company is not aware of any failure
to file on a timely basis any Form 3, 4, or 5 during fiscal year 1998 except (i)
one Form 5 for each of James P. Hickey and Thomas O. Miller reporting an annual
grant of options to purchase shares to such individuals, as Outside Directors,
under the Company's Stock Option Plan was filed late; (ii) a Form 5 was filed
late reporting the grant of options under the Company's Stock Option Plan for
Rod Blum
9
(35,000 shares), John Biver (25,000 shares), Dennis George (25,000 shares), Ed
Graham (50,000 shares), Brent Straka (10,000 shares) and Bill LeMay (3,495
shares); (iii) a Form 4 for Thomas O. Miller was filed late reporting the
purchase of 1,500 shares; and (iv) a Form 3 for Randy Ambrosy was filed late
reporting that he owned 2,009 shares at the time of his initial election as an
executive officer of the Company.
ANNUAL REPORT TO STOCKHOLDERS
The Company's 1998 Annual Report for Fiscal 1998 accompanies this Proxy
Statement.
A copy of the Company's Annual Report on Form 10-K for Fiscal 1998 filed with
the Securities and Exchange Commission, without exhibits, will be provided
without charge to any stockholder submitting a request therefor to:
Dennis J. George
Vice President, Chief Financial Officer, Treasurer and Secretary
Eagle Point Software Corporation
4131 Westmark Drive
Dubuque, Iowa 52002-2627
Telephone: (319) 556-8392
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
Annual Meeting, but if any other matters should properly come before the Annual
Meeting, it is intended that the persons named in the accompanying proxy card
will vote on such matters in accordance with their best judgment.
10
PROXY
EAGLE POINT SOFTWARE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 1, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Eagle Point Software Corporation (the
"Company") does hereby acknowledge receipt of Notice of said Annual Meeting and
the accompanying Proxy Statement and does hereby constitute and appoint Rodney
L. Blum and Dennis J. George, or either of them, with full power of
substitution, to vote all shares of stock of the Company that the undersigned is
entitled to vote, as fully as the undersigned could do if personally present, at
the Annual Meeting of Stockholders of the Company to be held on Tuesday,
December 1, 1998 at 3:00 p.m. (local time) at Eagle Point Software Headquarters,
4131 Westmark Drive, Dubuque IA 52002 and at any adjournment thereof, as
follows:
This proxy when properly executed will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be voted
for the nominees listed in Proposal 1 and for Proposal 2 to approve Deloitte &
Touche LLP.
(Please date and sign on reverse side)
A [x] Please mark your votes as in this example
WITHHOLD
For all nominees AUTHORITY
listed at right for all nominees listed Nominees: Dennis J. George
Thomas O. Miller
1. Election
of Class I [ ] [ ]
Directors
(Instructions: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
- - -------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to approve the appointment
of Deloitte & Touche, LLP as the [ ] [ ] [ ]
independent public accountants of the
Company.
3. As such proxies may in their discretion determine upon such other matters as
may properly come before the meeting.
THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN AND, IN THE
ABSENCE OF SUCH INSTRUCTIONS SHALL BE VOTED FOR THE NOMINEES LISTED ABOVE AND IN
FAVOR OF PROPOSAL 2. IF OTHER BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY
SHALL BE VOTED ON THOSE MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE
NAMED PROXIES.
You are urged to mark, sign, date and return your proxy card without delay in
the return envelope provided for that purpose which requires no postage if
mailed in the United States.
Signature:_______________________ _____________________________ Date: ___________________, 1998
(SIGNATURE IF HELD JOINTLY)
NOTE: When signing the proxy, please take care to have the signature conform to
the stockholder's name as it appears on this side of the proxy. If shares
are registered in the names of two or more persons, each person should sign.
Executors, administrators, trustees and guardians should so indicate when
signing. Corporations and partnerships should sign in their full corporate
or partnership names by a duly authorized person.