SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] 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
</Table>
FlexiInternational Software, Inc.
- --------------------------------------------------------------------------------
(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:
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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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FLEXIINTERNATIONAL SOFTWARE, INC.
TWO ENTERPRISE DRIVE
SHELTON, CONNECTICUT 06484
------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 24, 2002
------------------------------------------------------------------------
To the Stockholders of FlexiInternational Software:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
FlexiInternational Software, Inc. (the "Company") will be held on Friday, May
24, 2002, at the offices of the Company located at 3541 Bonita Bay Boulevard,
Suite 200, Bonita Springs, Florida 34134, at 10:00 a.m., Florida time, to
consider and act upon the following matters:
1. To elect two Class II Directors to serve for the ensuing three
years.
2. To ratify the selection of Hill, Barth & King LLC as the Company's
independent accountants for the current fiscal year.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on Monday, April 1, 2002
will be entitled to notice of, and to vote at, the Annual Meeting of
Stockholders or any adjournment thereof. A list of the Company's stockholders is
open for examination by any stockholder at the executive offices of the Company,
Two Enterprise Drive, Shelton, Connecticut 06484 and will be available at the
meeting.
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 2001, which contains financial statements and other information of
interest to stockholders, accompanies this Notice and the enclosed Proxy
Statement.
All stockholders are cordially invited to attend the Annual Meeting of
Stockholders.
By Order of the Board of Directors,
JOHN K.P. STONE III, ESQ.
Assistant Secretary
Shelton, Connecticut
April 12, 2002
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS
PLEASE COMPLETE DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE
NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
FLEXIINTERNATIONAL SOFTWARE, INC.
TWO ENTERPRISE DRIVE
SHELTON, CONNECTICUT 06484
- --------------------------------------------------------------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 24, 2002
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board of Directors") of
FlexiInternational Software, Inc. (the "Company"), for use at the 2002 Annual
Meeting of Stockholders (the "Annual Meeting") to be held on Friday, May 24,
2002, and at any adjournments of that meeting. All proxies will be voted in
accordance with the stockholders' instructions and, if no choice is specified,
the proxies will be voted in favor of the matters set forth in the accompanying
Notice of Meeting. Any proxy may be revoked by a stockholder at any time before
its exercise by delivery of a written revocation or a subsequently dated proxy
to the Secretary of the Company or by voting in person at the Annual Meeting.
The Company's Annual Report to Stockholders for the year ended December 31,
2001 was mailed to stockholders along with these proxy materials on or about
April 12, 2002.
THE COMPANY WILL, UPON WRITTEN REQUEST OF ANY STOCKHOLDER, FURNISH WITHOUT
CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
2001 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 2002.
Please address all such requests to the Company, attention of Stefan R. Bothe,
Chief Executive Officer, FlexiInternational Software, Inc., Two Enterprise
Drive, Shelton, Connecticut 06484. Exhibits will be provided upon written
request, at no charge.
QUORUM REQUIREMENT
At the close of business on April 1, 2002, the record date for the
determination of stockholders entitled to vote at the Annual Meeting (the
"Record Date"), there were outstanding and entitled to vote an aggregate of
17,784,185 shares of Common Stock, par value $0.01 per share (the "Common
Stock"). Holders of Common Stock are entitled to one vote per share.
Under the Company's Amended and Restated By-laws (the "By-laws"), the
holders of a majority of the number of votes represented by shares of Common
Stock issued, outstanding and entitled to vote on any matter shall constitute a
quorum for the transaction of business at the Annual Meeting. Shares of Common
Stock present in person or represented by proxy (including shares which abstain
or do not vote for any reason with respect to one or more of the matters
presented for stockholder approval) will be counted for purposes of determining
whether a quorum is present at the Annual Meeting.
VOTES REQUIRED
The affirmative vote of the holders of a plurality of the votes cast by the
stockholders entitled to vote at the Annual Meeting is required for election of
directors. The affirmative vote of the holders of a majority of the shares of
Common Stock present or represented by proxy and voting on the matter is
required for all other matters being presented to the stockholders for approval
at the Annual Meeting.
Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as votes cast or shares voting on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on a matter
that requires the affirmative vote of a certain percentage of the votes cast or
shares voting on a matter.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth the beneficial ownership of the Company's
Common Stock as of January 31, 2002, by (i) each person known by the Company to
own beneficially more than 5% of the outstanding shares of Common Stock, (ii)
each director of the Company, (iii) each executive officer of the Company named
in the Summary Compensation Table set forth under the caption "Executive
Compensation" below and (iv) all directors and current executive officers of the
Company as a group. Unless otherwise specified below, the address for each of
the parties is c/o FlexiInternational Software, Inc., Two Enterprise Drive,
Shelton, CT 06484.
<Table>
<Caption>
NUMBER OF SHARES
OF COMMON STOCK
BENEFICIALLY PERCENTAGE OF COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) STOCK OUTSTANDING(2)
- ------------------------------------ ---------------- --------------------
WR Hambrecht & Co., LLC and affiliates(3)................. 4,733,673 26.7%
Stefan R. Bothe(4)........................................ 1,260,696 7.1
Jennifer V. Cheng(5)...................................... 603,000 3.4
Robert A. Degan(6)........................................ 12,750 *
A. David Tory(7).......................................... 94,400 *
Adrian A. Marchi(8)....................................... 333,334 1.8
Dmitry G. Trudov(9)....................................... 20,414 *
Frank T. Grywalski(10).................................... 331,669 1.8
John E. Jagodnik(11)...................................... -- --
All directors and current executive officers as a group
(6 persons)(12)........................................ 2,324,594 10.7
</Table>
- ---------------
* Less than 1%
(1) The inclusion in this table of any shares of Common Stock deemed
beneficially owned does not constitute an admission of beneficial ownership
of those shares. Unless otherwise indicated, to the knowledge of the
Company based upon information provided by such persons, each person listed
above has sole voting and investment power (or shares such power with his
or her spouse) with respect to the shares listed. For purposes of this
table, each person is deemed to beneficially own any shares subject to
stock options, warrants or other securities convertible into Common Stock,
which are currently exercisable (or convertible) within 60 days after
January 31, 2002.
(2) As of January 31, 2002, on which date there were a total of 17,715,228
shares of Common Stock outstanding.
(3) The beneficial ownership WR Hambrecht & Co., LLC is as reported on its
Schedule 13D filed with the Commission on December 14, 2001. Consists of
4,116,711 shares with respect to which WR Hambrecht & Co., LLC and Mr.
Hambrecht, a member of WR Hambrecht & Co., LLC, respectively, share voting
and dispositive power and 616,962 shares owned by Mr. Hambrecht. Mr.
Hambrecht disclaims beneficial ownership of all shares held by WR Hambrecht
& Co., LLC except to the extent of his proportional ownership interest
therein. The address for WR Hambrecht & Co., LLC, as reported on its most
recent Schedule 13D, is 550 15th Street, San Francisco, California 94103.
(4) Includes 166,668 shares subject to options exercisable within 60 days after
January 31, 2002. Excludes 603,000 shares beneficially owned by Jennifer V.
Cheng, Mr. Bothe's spouse, with respect to which Mr. Bothe disclaims
beneficial ownership.
(5) Includes 61,750 shares subject to options exercisable within 60 days after
January 31, 2002 and 5,000 shares held by Cheng Associates, a limited
partnership of which Ms. Cheng is the general partner. Excludes 1,260,696
shares beneficially held by Stefan R. Bothe, Ms. Cheng's spouse, with
respect to which Ms. Cheng disclaims beneficial ownership.
(6) Consists of shares subject to options exercisable within 60 days after
January 31, 2002.
2
(7) Includes 50,500 shares subject to options exercisable within 60 days after
January 31, 2002.
(8) Consists of shares subject to options exercisable within 60 days after
January 31, 2002.
(9) Consists of shares subject to options exercisable within 60 days after
January 31, 2002.
(10) Mr. Grywalski ceased serving as an executive officer of the Company in
August 2001, but remained employed by the Company in a non-executive
capacity until February 2002. Mr. Grywalski's share number includes 221,669
shares subject to options exercisable within 60 days after January 31,
2002.
(11) Mr. Jagodnik ceased serving as an executive officer of the Company in
August 2001.
(12) Includes an aggregate of 867,085 shares held by current executive officers
and directors subject to options exercisable within 60 days after January
31, 2002.
3
PROPOSAL I
ELECTION OF DIRECTORS
The Company has a classified Board of Directors consisting of three
classes, with members of each class holding office for staggered three-year
terms. In March 2000, the Board of Directors elected Robert A. Degan as a Class
II director. Currently there are two Class II directors, whose terms expire at
this Annual Meeting, one Class I director, whose term expires at the 2004 annual
meeting of stockholders and one Class III director, whose term expires at the
2003 annual meeting of stockholders.
The persons named in the enclosed proxy will vote to elect Jennifer V.
Cheng and Robert A. Degan as Class II Directors to serve for the ensuing three
years, unless authority to vote for Ms. Cheng or Mr. Degan is withheld by
marking the proxy to that effect. Ms. Cheng and Mr. Degan are each currently a
Class II Director and each of them have indicated their willingness to serve, if
elected. In the event one or both of the nominees are unable or unwilling to
serve, proxies may be voted for a substitute nominee designated by the Board of
Directors. The Board of Directors has no reason to believe that the nominees
will be unable or unwilling to serve if elected.
DIRECTORS AND NOMINEE
Set forth below, for each director of the Company (including the two
nominees for Class II Directors), is each director's respective name, age,
positions with the Company, principal occupation, business experience during the
past five years, the names of other publicly held corporations of which such
person is a director and the year during which each such person first became a
director of the Company. Other than Mr. Stefan R. Bothe and Ms. Jennifer V.
Cheng, who are husband and wife, there are no family relationships among any of
the directors and executive officers of the Company.
NOMINEE FOR CLASS II DIRECTOR (TERM TO EXPIRE AT 2005 ANNUAL MEETING)
Jennifer V. Cheng, age 52, has served as a Director of the Company since
the Company's inception in 1990. She was also the Company's President from its
inception through February 1999. Since June 1999, Ms. Cheng has been President
of International Boutiques.com LLC, a start-up Internet retail company. In
addition, since 1984, Ms. Cheng has been a General Partner of Cheng Associates,
an investment partnership specializing in investments in emerging growth
companies, including technology companies. Prior to forming Cheng Associates,
Ms. Cheng served with several major financial organizations, including Morgan
Stanley & Co., Inc., as an emerging growth Stock Analyst, Mutual Life Insurance
Company of New York, as Director of Equity Investments, and Donaldson, Lufkin &
Jenrette Securities Corporation, as a Research Analyst.
Robert A. Degan, age 63, has served as a Director of the Company since
March 2000. Mr. Degan has been a private investor since January 2000. From
November 1998 to December 1999, Mr. Degan served as General Manager of the
Enhanced Services & Migration Unit (formerly, Summa Four, Inc.) of Cisco
Systems, Inc. From January 1997 to October 1998, Mr. Degan was Chairman,
President and Chief Executive Officer of Summa Four, Inc., a developer of open
platforms for telecommunications providers. From August 1996 to December 1996,
Mr. Degan was Executive Vice President of the Communications Product Group
(formerly, Tylink Corporation) of Sync Research. From March 1991 to August 1996,
Mr. Degan was President, Chief Executive Officer and a Director of Tylink
Corporation, a supplier of digital access products to users of high speed
digital networks. Mr. Degan is also a Director of Gensym Corporation, Overland
Data, Inc. and Caminosoft Corp.
CLASS I DIRECTOR (TERM EXPIRES AT 2004 ANNUAL MEETING)
Stefan R. Bothe, age 52, has served as Chairman of the Board of Directors
and Chief Executive Officer of the Company since March 1993. From November 1991
to February 1993, Mr. Bothe was President and Chief Executive Officer of DSI
Group N.V., a Dutch-based international software company. From 1989 to 1991, Mr.
Bothe was President and Chief Executive Officer of GEAC Computer Corporation
Limited ("GEAC"), a software company. Prior to joining GEAC, Mr. Bothe was
President of the Application Products Division of Computer Associates
International, Inc. ("Computer Associates"),
4
one of the largest software companies in the industry. While at Computer
Associates, Mr. Bothe held numerous senior management positions, including
President of the International Division, President of the Micro Products
Division and Senior Vice President of Marketing.
CLASS III DIRECTOR (TERM EXPIRES AT 2003 ANNUAL MEETING)
A. David Tory, age 59, has served as a Director of the Company since
September 1997. Since September 1995, Mr. Tory has been an independent
consultant. From November 1988 to September 1995, he was President and Chief
Executive Officer of The Open Software Foundation, a non-profit consortium of
major computer hardware and software companies and user organizations.
BOARD OF DIRECTOR AND COMMITTEE MEETINGS
The Board of Directors met four times during the fiscal year ended December
31, 2001. Each of the Company's directors attended at least 75% of the total
number of meetings of the Board of Directors held during fiscal 2001 and at
least 75% of the total number of meetings held during such period by all
committees on which he or she then served.
The Company has a standing Audit Committee of the Board of Directors which,
among other things, recommends independent auditors, reviews with the
independent auditors the Company's internal accounting control policies and
procedures and the results and scope of the audit and provides the opportunity
for direct contact between the Company's independent auditors and the Board of
Directors. The Audit Committee met four times during the fiscal year ended
December 31, 2001.
The Company has a standing Compensation Committee of the Board of Directors
which, among other things, reviews and makes recommendations concerning
salaries, bonuses and incentive compensation for employees of, and consultants
to, the Company and administers and grants stock options pursuant to the
Company's stock option plans. The Compensation Committee met two times during
the fiscal year ended December 31, 2001.
The Company does not have a standing Nominating Committee of the Board of
Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Tory and Degan, each
of whom is a nonemployee director. No executive officer of the Company served as
a director or member of the Compensation Committee (or other committee serving
an equivalent function) of any other entity, whose executive officers served as
a director of or member of the Compensation Committee of the Board of Directors
of the Company.
COMPENSATION OF DIRECTORS
Under the Company's 1997 Director Stock Option Plan (the "Director Plan"),
each nonemployee director receives an option to purchase 7,500 shares of Common
Stock at the close of business on the date when such nonemployee director is
initially elected to the Board of Directors, and each continuing nonemployee
director receives an option to purchase 5,250 shares of Common Stock on the date
of each annual meeting of stockholders after his or her election. The exercise
price of all options granted under the Director Plan is the last reported sale
price per share of the Common Stock on the OTC Bulletin Board Service on the
date of grant. The Director Plan provides that all options are fully vested on
the date of grant.
In addition, effective as of January 1, 2000, members of the Board of
Directors who are not employees of the Company are paid a retainer of $12,000
per year, payable in equal quarterly installments. The Company also reimburses
nonemployee directors for their out-of-pocket expenses in connection with their
attendance at Board of Directors and committee meetings.
On the date of the Company's Annual Meeting, Ms. Cheng and Mr. Degan
(assuming they are re-elected to the Board of Directors) and Mr. Tory will each
receive a fully vested and immediately exercisable option to purchase 5,250
shares of Common Stock at an exercise price per share equal to the last reported
sale price per share of the Common Stock on the OTC Bulletin Board Service on
such meeting date.
5
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth the total compensation paid or accrued for
the three fiscal years ended December 31, 2001, 2000 and 1999 for the Company's
(i) Chief Executive Officer, (ii) the Company's four other executive officers
who, during the year ended December 31, 2001, served as an executive officer of
the Company and whose individual total salary and bonus exceeded $100,000 during
such fiscal year and (iii) two former executive officers of the Company who
served as executive officers during the year ended December 31, 2001
(collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION(2) AWARDS
-------------------- -------------
SECURITIES
FISCAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($) OPTIONS(#)(3) COMPENSATION($)
- ------------------------------ ------ --------- -------- ------------- ---------------
Stefan R. Bothe.............................. 2001 $200,000 $106,666(4) 100,000 12,272(5)
Chairman and Chief Executive Officer 2000 200,000 240,592 200,000 5,250(6)
1999 200,000 175,000 -- 4,746(6)
Adrian A. Marchi............................. 2001 150,000 14,664 100,000 4,548(6)
Vice President of Sales and Client Services 2000 9,558 -- -- --
1999 -- -- --
Dmitry G. Trudov............................. 2001 91,875 7,208 10,000 2,973(6)
Chief Technology Officer 2000 87,355 -- 25,000 2,620(6)
1999 66,653 -- 3,938 1,170(6)
Frank T. Grywalski(7)........................ 2001 190,000 20,416 50,000 4,088(6)
Former Executive Officer 2000 190,000 88,333 25,000 4,144(6)
1999 118,141 56,667 375,000 775(6)
John E. Jagodnik(8).......................... 2001 122,850 12,500 -- 5,357(9)
Former Executive Officer 2000 140,400 13,500 -- 1,931(6)
1999 156,150 -- -- --
</Table>
- ---------------
(1) Lists the principal position with the Company as of December 31, 2001.
(2) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
have been omitted in those instances where such perquisites and other
personal benefits constituted less than the lesser of $50,000 or 10% of the
total of annual salary and bonus for the Named Executive Officer for the
fiscal year.
(3) Represents the number of shares covered by options to purchase shares of the
Company's Common Stock granted during the fiscal year listed. The Company
did not grant any stock appreciation rights during the years ended December
31, 1999, 2000 and 2001.
(4) Mr. Bothe was paid a scheduled executive bonus through July 2001, at which
time his bonus was discontinued as part of an executive compensation
reduction program implemented by the Company's Board of Directors.
(5) Represents Company paid car allowance of $7,000 and Company contributions
under the 401(k) plan of $5,272.
(6) Represents Company contributions under the 401(k) plan.
(7) Mr. Grywalski ceased serving as an executive officer of the Company in
August 2001 but remained employed in a non-executive capacity until February
2002.
(8) Mr. Jagodnik ceased being an executive officer and an employee of the
Company in August 2001.
6
(9) Represents paid-out vacation pay on termination of employment of $1,822 and
Company contributions under the 401(k) plan of $3,534.
OPTION GRANTS
The following table sets forth information regarding option grants and
exercises during the fiscal year ended December 31, 2001 to or by the Named
Executive Officers and the number and value of the unexercised options held by
such persons on December 31, 2001.
OPTION GRANTS IN LAST FISCAL YEAR
<Table>
<Caption>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------------------- ANNUAL RATES OF STOCK
PERCENT OF TOTAL EXERCISE PRICE APPRECIATION FOR
NUMBER OF SECURITIES OPTIONS GRANTED PRICE OPTION TERM(3)
UNDERLYING OPTIONS TO EMPLOYEES IN PER EXPIRATION -----------------------
NAME GRANTED(1) FISCAL YEAR SHARE(2) DATE 5% 10%
- ---- -------------------- ---------------- -------- ---------- ---------- ----------
Stefan R. Bothe...... 100,000 18.5% $0.19 01/29/11 $11,949 $30,281
Adrian A. Marchi..... 100,000 18.5 0.17 01/22/11 10,691 27,094
Dmitry G. Trudov..... 10,000 1.9 0.17 01/22/11 1,069 2,709
Frank T. Grywalski... 50,000 9.3 0.19 01/29/11 5,974 15,140
John E. Jagodnik..... 10,000 1.9 0.17 Cancelled -- --
</Table>
- ---------------
(1) Each option represents a right to purchase shares of the Company's Common
Stock. Each option vests in three equal annual installments.
(2) The exercise price per share of each option was equal to the fair market
value per share of Common Stock on the date of grant as reported on the OTC
Bulletin Board.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. The gains shown are net of the option exercise price,
but do not include deductions for taxes or other expenses associated with
the exercises of the option or the sale of the underlying shares. The actual
gains, if any, on the exercises of stock options will depend on the future
performance of the Common Stock, the option holder's continued employment
through the option period, and the date on which the options are exercised.
OPTION YEAR END VALUES
The following table sets forth, for each of the Named Executive Officers,
the number of shares acquired upon the exercise of options during the fiscal
year ended December 31, 2001, the aggregate dollar value realized upon such
exercise and the number and value of unexercised options held by each such Named
Executive Officer on December 31, 2001.
FISCAL YEAR-END OPTION VALUES
<Table>
<Caption>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL OPTIONS AT
ACQUIRED YEAR-END FISCAL YEAR-END
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------- ----------- ------------- ----------- -------------
Stefan R. Bothe............. -- -- 166,668 133,332 -- --
Adrian A. Marchi............ -- -- -- 100,000 -- --
Dmitry G. Trudov............ -- -- 17,080 32,008 -- --
Frank T. Grywalski.......... -- -- 221,669 228,331 -- --
John E. Jagodnik............ -- -- -- -- -- --
</Table>
7
CERTAIN TRANSACTIONS
In February 1999, the Company entered into a severance agreement with Ms.
Cheng in connection with her ceasing to serve as an executive officer of the
Company. Under the agreement, the Company made 12 monthly payments to Ms. Cheng
totaling $319,652 after Ms. Cheng's termination of employment. In addition, the
Company was required to continue to pay Ms. Cheng up to 12 such additional
monthly payments in the second year following termination, unless Ms. Cheng
secured other employment as provided therein. The Company ceased making payments
to Ms. Cheng in February 2001.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OVERVIEW
The Audit Committee of the Company's Board of Directors was established in
September 1997 and acts under a written charter first adopted and approved in
February 2002. A copy of this charter is attached to this proxy statement as
Appendix A. The Audit Committee of the Company's Board of Directors is composed
of two independent, nonemployee members, Messrs. Tory and Degan. Messrs. Tory
and Degan are independent directors, as defined by the rules of the Nasdaq Stock
Market.
The Audit Committee reviewed the Company's audited financial statements for
the fiscal year ended December 31, 2001 and discussed these financial statements
with the Company's management. Management represented to the Audit Committee
that the Company's financial statements had been prepared in accordance with
generally accepted accounting principles. The Audit Committee also reviewed and
discussed the audited financial statements and the matters required by Statement
on Auditing Standards 61 (Communication with Audit Committees) with Hill, Barth
& King LLC, the Company's independent auditors. SAS 61 requires the Company's
independent auditors to discuss with the Company's Audit Committee, among other
things, the following:
- methods to account for significant unusual transactions;
- the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus;
- the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditors' conclusions
regarding the reasonableness of those estimates; and
- disagreements with management over the application of accounting
principles, the basis for management's accounting estimates and the
disclosures in the financial statements.
The Company's independent auditors also provided the Audit Committee with
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). Independence
Standards Board Standard No. 1 requires auditors annually to disclose in writing
all relationships that in the auditor's professional opinion may reasonably be
thought to bear on independence, confirm their perceived independence and engage
in a discussion of independence. In addition, the Audit Committee discussed with
the independent auditors their independence from the Company.
Based on its discussions with management and the independent auditors, and
its review of the representations and information provided by management and the
independent auditors, the Audit Committee recommended to the Company's Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
By the Audit Committee of the Board of Directors of the Company,
A. David Tory
Robert A. Degan
8
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
OVERVIEW
The Company established a Compensation Committee of the Board of Directors
in September 1997 and this committee currently consists of Messrs. Tory and
Degan. The Compensation Committee was responsible for determining salaries and
incentive compensation for the fiscal year ended December 31, 2001 for employees
of the Company, including its Chief Executive Officer and other executive
officers, and for granting options under and administering the Company's stock
plans.
The Company's compensation program is designed to achieve the following
objectives:
- provide compensation that attracts, motivates and retains the best talent
and highest caliber people to serve the Company's customers and achieve
its strategic objectives;
- recognize and reward individual performance and responsibility; and
- align management's interest with the interests of the stockholders and
the success of the Company through long-term equity incentives.
COMPENSATION PROGRAM
General. The Company's executive compensation program consists of base
salary, annual incentive compensation, long-term equity incentives in the form
of stock options and certain benefits, such as life and medical insurance and a
401(k) savings plan, which are generally available to all employees of the
Company. The Compensation Committee believes that its executive compensation
program provides an overall level of compensation that is competitive in the
accounting software industry and comparable to those of other companies of
similar size and complexity.
Base Salary. Base salary compensation is generally set within the range of
salaries of executive officers with comparable qualifications, experience and
responsibilities at other companies in the same or similar businesses and of
comparable size and success. Salary is determined within this range by the
Company's financial performance and the individual's performance based on
predetermined non-financial objectives. Non-financial objectives include an
individual's contribution to the Company as a whole, including his or her
ability to motivate others, develop the skills necessary to grow as the Company
matures, recognize and pursue new business opportunities and initiate programs
to enhance the Company's growth and success.
Cash Incentives. Cash incentive compensation is designed to tie
compensation to performance by the Company and by the individual. The
Compensation Committee considers a number of factors in determining whether
incentive awards should be paid, including achievement by the Company and/or
specific business units of approved budgets, new product introductions, progress
in development of new products and operating income and cash flow goals. The
Compensation Committee also considers the achievement by the executives of their
assigned objectives. In considering individual performance, as contrasted to
Company performance, the Compensation Committee relies more on subjective
evaluations of performance than on quantitative data or objective criteria.
Long-Term Incentive Compensation. During the fiscal year ended December
31, 2001, long-term incentives were provided in the form of options under the
Company's 1997 Stock Incentive Plan and two offerings under its 1997 Employee
Stock Purchase Plan. The objectives of these plans are to align executive and
stockholder long-term interests by creating a strong and direct link between
executive compensation and stockholder return, and to enable executives to
develop and maintain a significant, long-term stock ownership position in the
Company's Common Stock.
9
1997 Stock Incentive Plan. Stock options are generally granted at an
option price equal to the fair market value of the Common Stock on the date of
grant. In selecting executives eligible to receive option grants and determining
the amount and frequency of such grants, the Compensation Committee evaluates a
variety of factors, including:
- the job level of the executive;
- option grants awarded by competitors to executives at a comparable job
levels;
- past, current and prospective service rendered by the executive; and
- the current equity holding of the executive in the Company.
During fiscal 2001, the Compensation Committee approved option grants for
an aggregate of 270,000 shares of Common Stock to the Named Executive Officers.
1997 Employee Stock Purchase Plan. The 1997 Employee Stock Purchase Plan
is available to virtually all employees, including executive officers, and
allows participants to purchase shares at a discount of 15 percent from the fair
market value at the beginning or end of the applicable purchase period. During
the fiscal year ended December 31, 2001, two offerings were made under this plan
with per-share purchase prices of $0.13277 and $0.0765.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee determined the salary for the fiscal year ended
December 31, 2001 for the Company's Chief Executive Officer, Mr. Bothe, based on
subjective and objective factors, including the Company's operating results for
the year. Using these criteria, the Compensation Committee continued Mr. Bothe's
base salary for the fiscal year ended December 31, 2001 at its 1999 and 2000
levels of $200,000 and paid a scheduled executive bonus to Mr. Bothe of $106,666
through July 2001, at which time his bonus was discontinued as part of an
executive compensation reduction program implemented by Board of Directors. In
addition, on January 29, 2001, Mr. Bothe was granted an option to purchase
100,000 shares of Common Stock at an exercise price of $0.19 per share. This
option vests in three equal annual installments beginning on January 29, 2002.
The Compensation Committee believes that Mr. Bothe's total compensation for the
fiscal year ended December 31, 2001 was appropriate in light of the Company's
performance and circumstances in its market place. The Compensation Committee
intends to assess Mr. Bothe's compensation from time to time to assure that it
appropriately reflects Mr. Bothe's performance and that it remains competitive
within the accounting software industry.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of
the Internal Revenue Code of 1986, as amended, generally disallows a tax
deduction to public companies for certain compensation in excess of $1 million
paid to the Company's Chief Executive Officer and the four other most highly
compensated executive officers. Certain compensation, including qualified
performance-based compensation, will not be subject to the deduction limit if
certain requirements are met. The Compensation Committee reviews the potential
effect of Section 162(m) periodically and generally seeks to structure the
long-term incentive compensation granted to its executive officers through
option issuances under the Plan in a manner that is intended to avoid
disallowance of deductions under Section 162(m). Nevertheless, there can be no
assurance that compensation attributable to awards granted under the Plan will
be treated as qualified performance-based compensation under Section 162(m). In
addition, the Compensation Committee reserves the right to use its judgment to
authorize compensation payments that may be subject to the limit when the
Compensation Committee believes such payments are appropriate and in the best
interests of the company and its stockholders, after taking into consideration
changing business conditions and the performance of its employees.
By the Compensation Committee of the Board of Directors,
A. David Tory
Robert A. Degan
10
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock for the period from December 12, 1997, the date on which
the Company's stock commenced public trading, through December 31, 2001, with
the cumulative total return of (i) the Center for Research in Security Prices
("CRSP") Total Return Index for the Nasdaq National Market and (ii) a
self-determined peer group index over the same period. The self-determined Peer
Group Index consists of the Company, AXS-ONE Inc. (f/k/a Computron Software,
Inc.), Epicor Software Corp., Great Plains Software, Inc., J.D. Edwards &
Company, Infinium Software, Inc., PeopleSoft Inc. and Walker Interactive
Systems, Inc. This comparison assumes the investment of $100 on December 12,
1997 in the Company's Common Stock, the Nasdaq National Market Index and the
Peer Group Index and assumes dividends, if any, are reinvested.
(PERFORMANCE GRAPH)
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------
12/12/97 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
- -------------------------------------------------------------------------------------------------------
FLEXIINTERNATIONAL
SOFTWARE, INC. 100.00 140.90 21.60 4.50 0.70 0.51
Nasdaq Stock Market (US
Companies) 100.00 102.30 144.10 262.00 176.98 136.60
Self-Determined Peer
Group 100.00 115.00 61.20 74.30 95.04 100.29
</Table>
11
PROPOSAL II
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, at the recommendation of the Audit Committee, has
selected the firm of Hill, Barth & King LLC ("HBK") as the Company's independent
auditors for the fiscal year ended December 31, 2002. Although stockholder
ratification of the Board of Directors' selection of HBK is not required by law,
the Board of Directors believes that it is advisable to give stockholders the
opportunity to ratify this selection. If this proposal is not approved at the
Annual Meeting, the Board of Directors will reconsider its selection of HBK.
Representatives of HBK are expected to be present at the Annual Meeting. They
will have the opportunity to make a statement if they desire to do so and will
also be available to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF HBK AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.
CHANGES IN INDEPENDENT AUDITORS
On December 21, 2001, with the approval of the Audit Committee and the
concurrence of the Board of Directors, the Company engaged HBK as its
independent auditors and dismissed its former independent auditors, Deloitte &
Touche LLP ("Deloitte & Touche"), effective as of that date. The dismissal of
Deloitte & Touche was primarily the result of cost cutting measures under taken
by the Company in 2001. Prior to the engagement of HBK, Deloitte & Touche LLP
had served as the independent auditors of the Company since December 1999. Prior
to the engagement, there were no consultations between HBK and the Company
regarding the treatment of accounting, auditing or financial reporting issues.
Deloitte & Touche performed audits of the Company's financial statements for the
years ended December 31, 1999 and 2000. Deloitte & Touche issued an audit report
dated January 29, 2000, for fiscal year 1999, which contained no adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles. Deloitte & Touche also issued an audit
report dated February 27, 2001, for fiscal year 2000, which contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles except for a qualification
regarding the existence of substantial doubt about the Company's ability to
continue as a going concern. There have been no disagreements between the
Company and Deloitte & Touche in connection with the audit of the Company's
financial statements for the fiscal years ended December 31, 1999 and 2000, and
in the subsequent interim period through December 21, 2000, on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Deloitte & Touche, would have caused Deloitte & Touche to make reference to the
subject matter of the disagreements in its report on the Company's financial
statements for any such periods. None of the reportable events listed in Item
304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as
amended, occurred with respect to the Company's two most recent fiscal years or
the subsequent interim period through December 21, 2001 preceding the dismissal
of Deloitte & Touche. Deloitte & Touche has furnished the Company with a letter
addressed to the SEC stating that it agrees with the above statements.
AUDIT FEES
The aggregates fees billed by HBK for professional services rendered for
the audit of the Company's annual financial statements for the fiscal year ended
December 31, 2001 were $55,339.
The aggregates fees billed by Deloitte & Touche, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte") for professional services rendered for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q during
fiscal 2001 were $58,620.
12
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Neither HBK nor Deloitte rendered any professional services for information
technology services relating to financial information systems design and
implementation for the fiscal year ended December 31, 2001.
ALL OTHER FEES
Neither HBK nor Deloitte provided services to the Company other than the
services described above under "Audit Fees" for the fiscal year ended December
31, 2001.
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly presented
to the Annual Meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with their judgment
on such matters.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph and personal interviews, and the Company reserves the right to retain
outside agencies for the purpose of soliciting proxies. Brokers, custodians and
fiduciaries will be requested to forward proxy soliciting material to the owners
of stock held in their names and, as required by law, the Company will reimburse
them for out-of-pocket expenses incurred on behalf of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of copies of reports filed by "reporting
persons" of the Company under Section 16(a) of the Securities and Exchange Act
of 1934, as amended ("Section 16(a)"), and written representations from such
reporting persons, the Company believes that all filings required to be made by
reporting persons of the Company were timely filed for the year ended December
31, 2001 in accordance with Section 16(a).
STOCKHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals submitted pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") for inclusion in the
Company's proxy materials for its 2003 Annual Meeting of Stockholders must be
received by the Secretary of the Company at its principal office in Shelton,
Connecticut no later than December 14, 2002.
Written notice of proposals of stockholders submitted outside the processes
of Rule 14a-8 under the Exchange Act for consideration at the 2003 Annual
Meeting of Stockholders must have been received by the Company at its principal
office in Shelton, Connecticut on or before February 26, 2003, in order to be
considered timely for purposes of Rule 14a-4 under the Exchange Act. The persons
designated in the Company's proxy card will be granted discretionary authority
with respect to any stockholder proposal with respect to which the Company does
not receive timely notice. If a shareholder proposal is received by the Company
in a timely manner, the persons designated in the Company's proxy card may still
exercise discretionary authority under circumstances consistent with the SEC's
proxy rules.
In addition, with respect to stockholder nominations of directors, the
Company's Bylaws require all stockholder proposals to be timely submitted in
advance to the Company at the principal offices of the Company in Shelton,
Connecticut. To be timely, the Secretary must receive such notice not less than
60 days nor more than 90 days prior to the 2003 Meeting; provided that, if less
than 70 days' notice or prior public disclosure of the date of the 2003 Annual
Meeting is given or made, the notice must be
13
received not later than the close of business on the 10th day following the date
on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever occurs first.
By Order of the Board of Directors,
JOHN K.P. STONE III, ESQ.
Assistant Secretary
April 12, 2002
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE 2002 ANNUAL
MEETING. WHETHER OR NOT STOCKHOLDERS PLAN TO ATTEND STOCKHOLDERS ARE URGED TO
COMPLETE DATE SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY VOTE THEIR SHARES PERSONALLY EVEN
THOUGH THEY HAVE SENT IN THEIR PROXIES.
14
APPENDIX A
AUDIT COMMITTEE CHARTER
FLEXIINTERNATIONAL SOFTWARE, INC.
I. MEMBERSHIP
A. Number. The Audit Committee shall consist of at least two independent,
financially literate members of the board of directors meeting the
requirements set forth in Sections I.B and I.C. below; provided that if
the Company shall be listed on The Nasdaq National Market, the Audit
Committee shall consist of at least three members meeting the criteria
set forth above.
B. Independence. A director is independent if he or she is not an officer
or employee of the Company or its subsidiaries, if he or she has no
relationship which, in the opinion of the Company's board of directors,
would interfere with his or her exercise of independent judgment in
carrying out the responsibilities of a director, and if he or she:
1. has not been an employee of the Company or any affiliate of the
Company in the current year or in any of the past three years;
2. has no immediate family member who has been employed by the Company
or an affiliate of the Company in any of the past three years (an
immediate family member includes a person's spouse, parents,
children, siblings, mother-in-law, father-in-law, brother-in-law,
sister-in-law, son-in-law, daughter-in-law, and anyone who resides
in a person's home);
3. is not employed as an executive of an entity other than the Company
having a compensation committee which includes any of the Company's
executives;
4. did not within the last fiscal year receive from the Company or any
affiliate of the Company compensation -- other than benefits under
at tax qualified retirement plan, compensation for director service
or nondiscretionary compensation -- greater than $60,000; and
5. has not in any of the past three years been a partner in, or
controlling shareholder or executive of, a for profit business
organization to which the Company made or from which the Company
received payment (other than payment arising solely from investments
in the Company's securities) that exceeds the greater of: (i)
$200,000; or (ii) more than 5% of the Company's or business
organization's consolidated gross revenues.
Under exceptional and limited circumstances, one director who has a
relationship making him or her not independent, and who is not a
Company employee or an immediate family member of a Company employee,
may serve on the Audit Committee if the board of directors determines
that the director's membership on the Audit Committee is required by
the best interests of the Company and its shareholders, and discloses
in the next annual proxy statement after such determination the nature
of the relationship and the reasons for the determination.
C. Financial Literacy. Each member of the Audit Committee must be able to
read and understand fundamental financial statements, including the
Company's balance sheet, income statement, and cash flow statement, or
must become able to do so within a reasonable time after his or her
appointment to the Audit Committee. At least one member of the Audit
Committee must have past employment experience in finance or
accounting, professional certification in accounting, or other
comparable experience or background which result in the member having
financial sophistication (such as being or having been a chief
executive officer, chief financial officer or other senior officer with
financial oversight responsibilities).
D. Chairman. Unless a Chairman is elected by the board of directors, the
Audit Committee shall elect a Chairman by majority vote.
A-1
II. RESPONSIBILITIES OF THE AUDIT COMMITTEE
The Audit Committee shall assist the board of directors in fulfilling their
responsibilities to shareholders concerning the Company's accounting and
reporting practices, and shall facilitate open communication between the Audit
Committee, board of directors, outside auditors, and management. The Audit
Committee shall discharge its responsibilities, and shall assess the information
provided by the Company's management and the outside auditor, in accordance with
its business judgment. The responsibilities set forth herein do not reflect or
create any duty or obligation of the Audit Committee to plan, conduct, oversee
or determine the appropriate scope of any audit, or to determine that the
Company's financial statements are complete, accurate, fairly presented, or in
accordance with Generally Accepted Accounting Principles or applicable law. In
exercising its business judgment, the Audit Committee shall rely on the
information and advice provided by the Company's management and/or its outside
auditor.
A. The Audit Committee shall review and reassess the adequacy of this
charter at least annually.
B. The outside auditor shall be accountable to the Audit Committee and the
board of directors, which together shall have the ultimate authority and
responsibility to nominate the outside auditor to be proposed for
shareholder approval in any proxy statement, and to select, evaluate,
and (where appropriate) replace the outside auditor.
C. The Audit Committee shall ensure that they receive from the outside
auditor the written disclosures and letter from the outside auditor
required by Independence Standards Board Standard No. 1.
D. The Audit Committee shall discuss with the outside auditor its
independence, and shall actively engage in a dialogue with the outside
auditor regarding any disclosed relationships or services that might
impact the objectivity and independence of the auditor. The Audit
Committee shall take, or recommend that the full board of directors
take, appropriate action to oversee the independence of the outside
auditor.
E. The Audit Committee shall review and discuss with the Company's
management the Company's audited financial statements.
F. The Audit Committee shall discuss with the outside auditor the matters
about which Statement on Auditing Standards No. 61 requires discussion.
G. Based upon its discharge of its responsibilities pursuant to Sections
II.C through II.F and any other information, discussion or communication
that the Audit Committee in its business judgment deems relevant, the
Audit Committee shall consider whether they will recommend to the board
of directors that the Company's audited financial statements be included
in the Company's annual reports on Forms 10-K.
H. The Audit Committee shall prepare for inclusion where necessary in a
proxy or information statement of the Company relating to an annual
meeting of security holders at which directors are to be elected (or
special meeting or written consents in lieu of such meeting), the report
described in Item 306 of Regulation S-K.
I. The Audit Committee shall annually inform the outside auditor, the Chief
Financial Officer, the Controller, and the most senior other person, if
any, responsible for the internal audit activities, that they should
promptly contact the Audit Committee or its Chairman about any
significant issue or disagreement concerning the Company's accounting
practices or financial statements that is not resolved to their
satisfaction. Where such communications are made to the Chairman, he or
she shall confer with the outside auditor concerning any such
communications, and shall notify the other members of the Audit
Committee of any communications which the outside auditor or the
Chairman in the exercise of his or her business judgment believes should
be considered by the Audit Committee prior to its next scheduled
meeting.
A-2
J. The Audit Committee shall direct the outside auditor to use its best
efforts to perform all reviews of interim financial information prior to
disclosure by the Company of such information, and to discuss promptly
with the Chairman of the Audit Committee and the Chief Financial Officer
any matters identified in connection with the auditor's review of
interim financial information which are required to be discussed by
Statement on Auditing Standards No. 61. The Chairman of the Audit
Committee shall discuss any such matters with the outside auditor, and
shall notify the other members of the Audit Committee of any discussions
which the outside auditor or the Chairman in the exercise of his or her
business judgment believes should be considered by the Audit Committee
prior to disclosure or filing of the interim financial information, or
the Audit Committee's next scheduled meeting.
K. The Audit Committee shall direct management to advise the Audit
Committee in the event that the Company proposes to disclose or file
interim financial information prior to completion of review by the
outside auditor.
L. The Audit Committee shall meet privately at least once per year with:
(i) the outside auditor; (ii) the Chief Financial Officer; (iii) the
Controller; and (iv) the most senior person (if any) responsible for the
internal audit activities of the Company.
Adopted by the Audit Committee on
February 7, 2002
A-3
PROXY FLEXIINTERNATIONAL SOFTWARE, INC. PROXY
PROXY FOR THE 2002 ANNUAL MEETING OF STOCKHOLDERS ON MAY 24, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoint(s) Stefan
R. Bothe and John K.P. Stone, III, and each of them, with full power of
substitution, as proxies to represent and vote, as designated herein, all shares
of Common Stock of FlexiInternational Software, Inc. (the "Corporation") which
the undersigned would be entitled to vote if personally present at the 2002
Annual Meeting of Stockholders of the Corporation to be held on Friday, May 24,
2002 at 10:00 a.m., Florida time, at the offices of the Company at 3541 Bonita
Bay Boulevard, Suite 200, Bonita Springs, Florida 34134, and at any adjournment
thereof.
In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the 2002 Annual Meeting or any adjournment
thereof.
This proxy, when properly executed, will be voted in the manner
directed by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED IN FAVOR OF ALL PROPOSALS. Attendance of the undersigned at the
2002 Annual Meeting, or at any adjournment thereof, will not be deemed to revoke
this proxy unless the undersigned shall revoke this proxy in writing or shall
deliver a subsequently dated proxy to the Secretary of the Corporation or shall
vote in person as the 2002 Annual Meeting.
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID RETURN ENVELOPE.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
---------------------------------------------------
[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
1. To elect two (2) Class II directors to serve for a three-year term or
until their successors are elected and qualified.
Class II Director Nominees: Jennifer V. Cheng and Robert A. Degan.
[ ] FOR the nominees [ ] WITHOLD authority to vote
(except as marked below) for all nominees
FOR all nominees, except authority withheld
to vote for the following nominee:
-------------------------------
2. To ratify the selection of Hill, Barth & King LLC as the Company's
independent auditors for the fiscal year ending December 31, 2002.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
NOTE: Please sign your name exactly as it appears on your stock
certificate(s), write in the date and return this proxy as soon as possible in
the enclosed envelope. If the stock is registered in more than one name, each
joint owner should sign. If signing as attorney, executor, trustee,
administrator or guardian, please give full title as such. Only authorized
officers should sign for corporations.
Date: Date:
---------------------------------- -------------------------------
----------------------------------- -------------------------------
Signature Signature (if held jointly)