SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
DATARAM CORPORATION
(Name of Registrant as Specified In Its Charter)
--
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11
1) Title of each class of securities to which
transaction applies:
______________________________________________________
2) Aggregate number of securities to which transaction
applies:
______________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
_______________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________
5) Total fee paid:
_______________________________________________________
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
_______________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________
3) Filing Party:
_______________________________________________________
4) Date Filed:
_______________________________________________________
DATARAM CORPORATION
A New Jersey Corporation
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on September 13, 2005 at 2:00 P.M.
TO THE SHAREHOLDERS OF DATARAM CORPORATION:
The Annual Meeting of the Shareholders of DATARAM CORPORATION (the
"Company") will be held at the Company's corporate headquarters at 186
Princeton Road (Route 571), West Windsor, New Jersey, on Tuesday, September
13, 2005 at 2:00 p.m., for the following purposes:
(1) To elect four (4) directors of the Company to serve
until the next succeeding Annual Meeting of
Shareholders and until their successors have been
elected and have been qualified.
(2) To ratify the selection of KPMG LLP as the
independent certified public accountants of the
Company for the fiscal year ending April 30, 2006
(3) To transact such other business as may properly come
before the meeting or any adjournments.
Only shareholders of record at the close of business on the 29th day of
July 2005 are entitled to notice of and to vote at this meeting.
By order of the Board of Directors
Thomas J. Bitar,
Secretary
August 9, 2005
The Company's 2005 Annual Report is enclosed.
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
[LOGO]
DATARAM CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 13, 2005
This Proxy Statement is furnished by DATARAM CORPORATION (the
"Company"), which has a mailing address for its principal executive offices
at P.O. Box 7528, Princeton, New Jersey 08543-7528, in connection with the
solicitation by the Board of Directors of proxies to be voted at the Annual
Meeting of Shareholders of the Company to be held at the Company's corporate
headquarters at 186 Princeton Road (Route 571), West Windsor, New Jersey on
Tuesday, September 13, 2005 at 2:00 p.m. The close of business on July 29,
2005 has been fixed as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof. This Proxy Statement was mailed to shareholders on or about August
9, 2005.
VOTING RIGHTS
On July 29, 2005 there were outstanding and entitled to vote 8,412,671
shares of the Company's common stock, par value $1.00 per share (the "Common
Stock"). Holders of the Common Stock are entitled to one vote for each share
of Common Stock owned on the record date, exercisable in person or by proxy.
Shareholders may revoke executed proxies at any time before they are voted by
filing a written notice of revocation with the Secretary of the Company.
Where a choice has been specified by the holder on the proxy, the shares will
be voted as directed. Where no choice has been specified by the holder, the
shares will be voted for the nominees described below and for the
ratification of accountants.
Directors are elected by a plurality of the number of votes cast. With
respect to each other matter to be voted upon, a vote of a majority of the
number of shares voting is required for approval. Abstentions and proxies
submitted by brokers with a "not voted" direction will not be counted as
votes cast with respect to each matter.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth information concerning each of the
Company's executive officers:
Name Age Positions with the Company
____ ___ __________________________
Robert V. Tarantino 62 Chairman of the Board of Directors, President
and Chief Executive Officer
Jeffrey H. Duncan 55 Vice President - Manufacturing
and Engineering
Mark E. Maddocks 53 Vice President - Finance and
Chief Financial Officer
Anthony M. Lougee 44 Controller
- 1 -
Robert V. Tarantino has been employed by the Company since 1970. He has
served as President and Chief Executive Officer since 1986. In 1998, he was
elected Chairman of the Board of Directors.
Jeffrey H. Duncan has been employed by the Company since 1974. In 1990,
he became Vice President-Engineering. Since 1995, he served as Vice
President-Manufacturing and Engineering.
Mark E. Maddocks has been employed by the Company since 1978. In 1986 he
became Controller. Since 1996 he has served as Vice President-Finance and
Chief Financial Officer.
Anthony M. Lougee has been employed by the Company since 1991, initially
as Accounting Manager. In 2002 he was named an executive officer and
currently serves as Controller, a position he has held since 1999.
ELECTION OF DIRECTORS
Four (4) directors will be elected at the Annual Meeting of Shareholders
by the vote of a plurality of the shares of Common Stock represented at such
meeting. Unless otherwise indicated by the shareholder, the accompanying
proxy will be voted for the election of the four (4) persons named under the
heading "Nominees for Directors." Although the Company knows of no reason
why any nominee could not serve as a director, if any nominee shall be unable
to serve, the accompanying proxy will be voted for a substitute nominee.
NOMINEES FOR DIRECTORS
The term of office for each director will expire at the next Annual
Meeting of Shareholders and when the director's successor shall have been
elected and duly qualified. Each nominee is a member of the present Board of
Directors and has been elected by shareholders at prior meetings.
Name of Nominee Age
_______________ ___
Robert V. Tarantino 62
Thomas A. Majewski 53
Bernard L. Riley 75
Roger C. Cady 67
Mr. Tarantino is an executive officer of the Company. Mr. Tarantino has
been a Director since 1981 and Chairman of the Board of Directors since 1998.
Thomas A. Majewski has been a principal in Walden, Inc., a computer
consulting and technologies venture capital firm, since 1990. Prior to 1990,
he had been Chief Financial Officer of Custom Living Homes & Communities,
Inc., a developer of residential housing. Mr. Majewski has been a Director
since 1990.
Bernard L. Riley retired as Executive Vice President and Chief Financial
Officer of the Company in 1995. He had been employed by the Company since
1992. His business career included thirty years with International Paper with
senior responsibilities in both finance and general management before taking
early retirement in 1985. At that time, he was Vice President - Logistics.
Thereafter, he served for four years as Vice President, Finance and as a
director of Emcore Corporation, a semiconductor equipment manufacturer.
During the two years immediately prior to joining Dataram, he was a
management consultant. Mr. Riley has been a Director since 1995.
- 2 -
Roger C. Cady is a founder and principal of Arcadia Associates, a
strategic consulting and mergers and acquisitions advisory firm. He was
employed as Vice President of Business Development for Dynatech Corporation,
a diversified communications equipment manufacturer, from 1993 to 1996.
Before joining Dynatech he was a strategic management consultant for eight
years. His business career has included 16 years in various engineering,
marketing and management responsibilities as a Vice President of Digital
Equipment Corporation, and President of two early stage startup companies.
Mr. Cady has been a Director since 1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of Common Stock
beneficially owned by certain owners known by the Company to beneficially own
in excess of 5% of the Common Stock, each director of the Company, each named
executive officer and seven directors and executive officers collectively, as
of July 29, 2005. Unless otherwise indicated, stock ownership includes sole
voting power and sole investment power. No other person or group is known to
beneficially own in excess of five percent (5%) of the Common Stock.
Name of Amount and Percent
Beneficial Nature of of
Owner Beneficial Ownership Class(1)
___________________ ____________________ ________
Robert V. Tarantino 1,069,833 (2) 12.2%
Thomas A. Majewski 81,250 (3) 1.0%
Bernard L. Riley 42,000 (3) *
Roger C. Cady 96,700 (4) 1.1%
Jeffrey H. Duncan 253,224 (5) 2.9%
Mark E. Maddocks 166,494 (6) 2.0%
Directors and 1,737,723 (7) 19.0%
executive officers
as a group (7 persons)
Fidelity Low Priced 858,800 (8) 10.1%
Stock Fund
(1) On July 29, 2005, 8,412,671 shares were outstanding.
(2) Of this amount, 17,100 shares are held by Mr. Tarantino's wife and
343,200 shares may be acquired by the exercise of options held. Mr.
Tarantino's address is 186 Princeton Road (Route 571), West Windsor, New
Jersey 08550.
(3) Of this amount, 32,000 shares may be acquired by the exercise of options
held.
(4) Of this amount, 16,000 shares may be acquired by the exercise of options
held.
(5) Of this amount, 249,600 shares may be acquired by the exercise of options
held.
(6) Of this amount, 6,000 shares are held by Mr. Maddocks' wife and 25,950
shares may be acquired by the exercise of options held.
- 3 -
(7) Of this amount, 631,625 shares may be acquired by the exercise of options
held by executive officers, and 80,000 shares may be acquired by exercise of
options held by outside directors.
(8) As reported in a Schedule 13G/A filed February 14, 2005, this fund is
advised by Fidelity Management and Research Corp. which is controlled by
Edward R. Johnson, 3rd and a group consisting of members of the Edward R.
Johnson, 3rd family who are the principal Class B shareholders and who are
deemed to have the shared power to dispose of the Fund's shares. Each has an
address at 82 Devonshire Street, Boston MA 02109.
* Less than 1%.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid for the fiscal years ended
April 30, 2003, 2004 and 2005 to the Company's Chief Executive Officer and the next four
most highly compensated executive officers and certain former officers.
Summary Compensation Table
Annual Compensation Long Term Compensation
___________________________ ______________________
Other
Name and Annual Stock Other
Principal Fiscal Compen- Options Compen-
Position Year Salary Bonus sation Awarded sation(1)
___________ _____ _______ ______ ______ _______ _________
Robert V. Tarantino 2005 294,338 0 -- 12,000 12,279
Chairman of the Board, 2004 307,800 0 -- 12,000 12,231
President and Chief 2003 307,800 0 -- 12,800 11,000
Executive Officer
Jeffrey H. Duncan 2005 186,888 0 -- 8,200 10,745
Vice President - Manu- 2004 186,888 0 -- 8,200 10,952
facturing and Engineering 2003 186,888 0 -- 8,200 10,539
Mark E. Maddocks 2005 189,176 0 -- 8,200 10,883
Vice President - Finance, 2004 189,176 0 -- 8,200 11,092
Chief Financial Officer 2003 189,176 0 -- 8,200 10,883
Lars Marcher(2), President, 2005 253,261 0 -- 18,200 9,574
Executive Vice President 2004 239,800 0 -- 8,200 7,094
and Chief Operating Officer 2003 227,400 0 -- 8,200 4,419
Hugh F. Tucker(2) 2005 204,360 0 -- 8,200 11,794
Vice President - Sales 2004 204,360 0 -- 8,200 12,040
2003 204,360 0 -- 8,200 11,624
___________________
(1) Payments by the Company to a plan trustee under the Company's Savings and Investment
Retirement Plan, a 401-K plan. The Company does not have a pension plan.
(2) These individuals are no longer executive officers of the Company.
- 4 -
Option Grants in the Last Fiscal Year
Exercise Expiration
Name Number %(1) Price Date 5%($)(2) 10%($)(2)
____ ______ ____ _______ __________ ________ _________
Robert V. Tarantino 12,000 10.0 6.75 9/15/09 131,940 210,093
Jeffrey H. Duncan 8,200 6.9 6.75 9/15/09 90,159 143,564
Mark E. Maddocks 8,200 6.9 6.75 9/15/09 90,159 143,564
Lars Marcher 8,200 6.9 6.75 9/15/09 90,159 143,564
10,000 8.3 6.50 10/15/09 109,950 175,078
Hugh F. Tucker 8,200 6.9 6.75 9/15/09 90,159 143,564
___________________
(1) Percent of total granted to employees in the last fiscal year.
(2) Potential realizable value at assumed annual rates of stock price appreciation
for the option term.
The following table provides information concerning stock option
exercises by named executive officers during the fiscal year ended
April 30, 2005 and the number and value of the named executive officers'
unexercised options at fiscal year end:
Option Exercises in Fiscal 2005 and Option Values at April 30, 2005
Value of
Unexercised
Number of In-the-Money
Options at Options at
April 30, 2005 April 30, 2005
______________ ______________
Shares acquired Value Exercisable/ Exercisable/
Name on exercise Received ($) Unexercisable Unexercisable ($)
____ ___________ _________ _____________ _________________
Robert V. Tarantino __ __ 328,000 425,314
21,600 7,744
Jeffrey H. Duncan __ __ 237,300 354,874
12,300 5,638
Mark E. Maddocks 57,000 217,508 13,650 5,187
20,950 5,638
Lars Marcher __ __ 92,300 5,187
50,500 5,638
Hugh F. Tucker __ __ 66,300 107,112
20,500 5,638
- 5 -
Equity Compensation Plan Information at April 30, 2005
Plan Category Number of Securities Weighted-average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding options, for future issuance
outstanding options warrants and rights under equity compen-
sation plans (exclud-
ing securities re-
flected in column (a))
(a) (b) (c)
______________________ _______________________ ____________________ _____________________
Equity compensation
plans approved by
security holders 1,398,850 4.550 1,313,850
Equity compensation
plans not approved 100,000 (1) 9.875 0
by security holders
Total 1,498,850 4.906 1,313,850
(1) Options granted to an employee of the Company as an inducement to enter into an
Employment Agreement with the Company as part of an asset acquisition.
- 6 -
PERFORMANCE GRAPH
COMPARISON OF THE FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG DATARAM CORPORATION, THE S&P 500 INDEX AND A PEER GROUP
[The chart is a three-line graph of dollars versus dates having the following
data points:
4/00 4/01 4/02 4/03 4/04 4/05
____ ____ ____ ____ ____ ____
Dataram 100 45 35 12 33 20
Peer Group** 100 55 59 63 69 81
S&P 500 100 87 76 66 81 86
*$100 invested on 4/30/00 in stock or index including reinvestment of
dividends. Fiscal year ending April 30.
**Standard Industrial Code Peer Group includes the following companies:
Ciprico, Inc.; Dataram Corp.; Dot Hill Systems Corp.; Drexler Technology
Corp.; Exabyte Corp.; Iomega Corp.; Komag Inc.; Lasercard Corp.; M Sys Flash
Disk Pioneers Ltd.; MTI Technology Corp.; Network Engines, Inc.; Overland
Sorage, Inc.; Procom Technology, Inc.; Simpletech, Inc.; Stratega AG.; and
Western Digital Corp.
- 7 -
EMPLOYMENT AGREEMENTS. Robert V. Tarantino, Jeffrey H. Duncan and Mark E.
Maddocks entered into similar Employment Agreements with the Company as of
February 1, 2005. Each agreement continues on a year to year basis until
terminated by the Company on thirty (30) days notice before April 30th of
each year. They provide for a current base compensation of $275,000 for Mr.
Tarantino, $180,000 for Mr. Duncan and $182,000 for Mr. Maddocks, subject to
annual review by the Board of Directors. In addition, executives will receive
a bonus based upon a formula which shall be reviewed and approved annually by
the Board of Directors (See "Report of the Compensation Committee of the
Board of Directors on Executive Compensation-Bonuses"). The Employment
Agreements may be terminated by the Company for cause and expire upon the
death, or six months after the onset of the disability, of the executive. In
the event of termination or non-renewal, the executive is entitled to one
year's base salary at the current rate plus a pro rata bonus for the current
year. The Employment Agreements contain terms concerning confidentiality,
post-employment restrictions on competition and non-solicitation of Company
employees.
Lars Marcher resigned as President and Chief Operating Officer of the
Company as of June 30, 2005. He will continue to work as an employee through
December 31, 2005 and thereafter will serve as a consultant through April 30,
2006. During these times he will be paid in an amount equal to his present
salary. Mr. Marcher has agreed that during these times and for three (3)
years thereafter, he will not disclose any trade secrets or confidential
information of the Company or its clients. He has also agreed that for
twelve (12) months after December 31, 2005 he will not solicit employees of
the Company to take up employment with any other company and will not take a
position in competition with the Company or take a position with any client
of the Company or with whom he has worked on the behalf of the Company
without the prior written consent of Dataram.
Hugh Tucker, the Company's Vice President - Sales was terminated as an
executive officer of the Company as of May 1, 2005. He will continue to work
as an employee through October 28, 2005 and thereafter will serve as a
consultant through October 28, 2006. During these times he will be paid in
an amount equal to his present salary. Mr. Tucker has agreed that for three
(3) years thereafter, he will not disclose any trade secrets or confidential
information of the Company or its clients. He has also agreed that for
twelve (12) months after October 28, 2006 he will not solicit employees of
the Company to take up employment with any other company and will not take a
position in competition with the Company nor take a position with any client
of the Company or with whom he has worked on the behalf of the Company
without the prior written consent of Dataram.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Securities
and Exchange Commission rules regarding disclosure of executive compensation
require proxy statement disclosure of specified information regarding certain
relationships of members of the Company's Board of Directors with the Company
or certain other entities. None of the members of the Corporation's Board of
Directors has a relationship requiring such disclosure.
- 8 -
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company's compensation policies applicable to its executive officers
are administered by the Compensation Committee (the "Committee") of the Board
of Directors. All members of the Committee are independent directors. These
policies are designed to enhance the overall strength and financial
performance of the Company by aligning the financial interests of the
Company's executive officers with those of its stockholders. The three
primary components of executive compensation are base salaries, bonuses and
stock option grants. The Committee determines the base salary, bonus amount
and stock option grants for the President and Chief Executive Officer. The
Committee reviews and gives final approval to the President and Chief
Executive Officer's recommendations for base salaries, bonus and stock option
grants for all other executives.
Base Salary
The Committee considered the financial performance of the Company,
reviewed a survey of executive salaries for computer and computer products
companies and determined the base salary for the Chief Executive Officer,
Robert V. Tarantino. Base salaries for other executive officers for the
fiscal year ended April 30, 2005 were determined by the President and Chief
Executive Officer.
Bonuses
Annually, the Committee reviews and gives final approval for a
bonus plan for the Chief Executive Officer and for other executive officers.
This bonus plan is typically based on a distribution of a percentage of pre-
tax operating profits based on meeting or exceeding stated objectives. For
fiscal 2005, no bonuses were distributed.
Stock Option Plan
The value to each executive officer of stock option grants is tied
directly to stock price performance. The Committee grants options under the
shareholder approved option plan at an exercise price equal to the market
price of the Common Stock at the date of grant. Options granted under the
Plan in the last fiscal year had deferred vesting at the end of one year, and
expire after five years from the date of grant provided the employee
continues in the employment of the Company.
Grants are made to executive officers based on salary, responsibility
and performance of the individual officer. The Committee believes that
options are important to better align the financial interests of executive
officers with those of shareholders in general. Each option granted was a
five-year option with a deferred vesting provision of one year.
Compensation Committee
Thomas A. Majewski
Roger C. Cady
Bernard L. Riley
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES PROPOSED BY THE BOARD OF DIRECTORS, AND,
UNLESS A SHAREHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY,
THE PROXY AGENTS NAMED THEREON INTEND SO TO VOTE.
- 9 -
RATIFICATION OF THE SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has selected KPMG LLP as
the independent certified public accountants to the Company for the fiscal
year ending April 30, 2006. The holders of Common Stock are asked to ratify
this selection. KPMG LLP has served the Company in this capacity since the
Company's incorporation. If the shareholders fail to ratify this selection of
KPMG LLP, the Audit Committee will reconsider its action in light of the
shareholder vote.
The Company has been advised by KPMG LLP that representatives of that
firm are expected to be present at the Annual Meeting of Shareholders. These
representatives will have the opportunity to make a statement, if they so
desire, and will also be available to respond to appropriate questions from
shareholders.
PRINCIPAL ACCOUNTANTS FEES AND SERVICES
The following table sets forth the aggregate fees billed to the Company
for the last two fiscal years by the Company's independent accounting firm,
KPMG LLP for professional services:
2005 2004
Audit fees $ 140,000 $ 102,500
Audit related fees (1) 19,700 12,000
Tax fees(2) 57,900 18,600
All other fees 0 0
Total fees $ 217,600 $ 133,100
(1) Consists principally of the audit of the financial statements of the
Company's employee benefit plan.
(2) Consists principally of fees for tax consultation and tax compliance
services, including foreign jurisdictions.
All non-audit fees of auditor must be pre-approved by the Audit Committee of
the Board of Directors unless the amount is less than 5% of the amount of
revenues to the auditor in the previous fiscal year or was not regarded as a
non-audit fee at the time it was contracted for. In either event, the fee
must be submitted to the Audit Committee for its approval before the
completion of the audit. In the previous fiscal year, all Audit Related
Fees, all Tax Fees and all Other Fees were pre-approved by the Audit
Committee pursuant to this policy.
- 10 -
REPORT OF THE AUDIT COMMITTEE
Pre-approval by the Audit Committee of all non-audit services performed
by the Company's independent accountants is now required by law. Where
urgent action is required, the Chairman of the Committee may give this
approval subject to confirmation of this decision by the full Committee at
its next meeting.
The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year ended April 30, 2005, with
management and the Company's independent public accountants, KPMG LLP.
The Audit Committee has discussed with KPMG LLP the matters required to
be discussed by Statement of Auditing Standards No. 61 (Certification of
Statements on Auditing Standards, AU 380).
The Audit Committee has received the written disclosures and the letter
from KPMG LLP required by Independence Standards Board Standard No. 1
("Independence Discussions with Audit Committees"), as amended, and has
discussed with KPMG LLP that firm's independence from the Company.
Based on the review and discussions referred to above in this report,
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 April 30, 2005 for filing with the
Securities and Exchange Commission.
Audit Committee
Thomas A. Majewski, Chairman
Bernard L. Riley
Roger C. Cady
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS, AND, UNLESS A
SHAREHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY, THE
APPOINTEES NAMED THEREON INTEND SO TO VOTE.
OTHER MATTERS
Should any other matter or business be brought before the meeting, a
vote may be cast pursuant to the accompanying proxy in accordance with the
judgment of the proxy holder. The Company does not know of any such other
matter or business.
PROPOSALS OF SECURITY HOLDERS AT 2006 ANNUAL MEETING
Any shareholder wishing to present a proposal which is intended to be
presented at the 2006 Annual Meeting of Shareholders should submit such
proposal to the Company at its principal executive offices no later than
April 14, 2006. It is suggested that any proposals be sent by certified mail,
return receipt requested.
- 11 -
BOARD OF DIRECTORS
The Board of Directors of the Company met seven times during the last
fiscal year. The Board of Directors has a process for shareholders to
communicate with directors. Shareholders should write to the President at
the Company's mailing address and specifically request that a copy of the
letter be distributed to a particular board member of all board members. It
is the policy of the board that all members will attend the Annual Meeting of
Shareholders and all members of the board attended last year's meeting.
The Board of Directors has a standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended, whose members are Thomas A. Majewski, Bernard L. Riley and Roger
C. Cady. This Committee met four times during the last fiscal year.
The Company's Board of Directors has adopted a written charter for the
Audit Committee which was attached as an exhibit to last year's Proxy
Statement and is available on the Company's website. Each member of the
Audit Committee is "independent" within the meaning of the NASDAQ listing
standards. The Board of Directors has determined that Mr. Riley is a
"financial expert" within the meaning of those standards and Item 401(h) of
SEC Regulation S-K and is "independent" as that term is used in Item
7(d)(3)(iv) of Schedule 14A of the Proxy Rules. The principal functions of
the Audit Committee are evaluation of work of the auditors, review of the
accounting principles used in preparing the annual financial statements,
review of internal controls and procedures and approval of all audit and non-
audit services of the auditor.
The Board of Directors has a standing Compensation Committee whose
members are Thomas A. Majewski, Roger C. Cady and Bernard L. Riley. This
Committee met one time during the past fiscal year. The principal functions
of the Compensation Committee are to recommend to the Board of Directors the
compensation of directors and the Chief Executive Officer and to establish
and administer various compensation plans, including stock option plans.
The Board of Directors has a standing Nominating Committee whose members
are Thomas A. Majewski, Roger C. Cady and Bernard L. Riley. This Committee
met once during the past fiscal year. The principal function of this
Committee is the recommendation to the Board of Directors of new members of
the Board of Directors. The members of the Nominating Committee are
"independent" within the meaning of the NASDAQ listings standards. The Board
of Directors has adopted a charter for Nominating Committee and this charter
is available on the Company's website, www.dataram.com. In years in which
the Board considers that the selection of a new director would be desirable,
the Nominating Committee solicits recommendations from the directors and the
executive officers. The committee will also consider recommendations made by
shareholders. From these recommendations, the committee selects a small group
to be interviewed. The committee then makes a recommendation to the full
board. This Committee will consider nominees for the Board of Directors
recommended by shareholders. Shareholders desiring to make such
recommendations should write directly to the Committee at the Company's
executive offices at P.O. Box 7528, Princeton, New Jersey 08543-7528.
Directors who are not employees of the Company receive a quarterly
payment of $6,000. During fiscal 2005 Mr. Riley, Mr. Cady and Mr. Majewski
each received five year options to purchase 8,000 shares of the Common Stock
of the Company at $6.75, the fair market value of the Common Stock at the
date of grant. All of these options are exercisable one year from the date of
grant.
- 12 -
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities and Exchange Commission requires that the Company report
to shareholders the compliance of directors, executive officers and 10%
beneficial owners with Section 16(a) of the Securities Exchange Act of 1934,
as amended. This provision requires that such persons report on a current
basis most acquisitions or dispositions of the Company's securities. Based
upon information submitted to the Company, all directors, executive officers
and 10% beneficial owners have fully complied with such requirements during
the past fiscal year.
MISCELLANEOUS
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The expense of preparing, printing and mailing the
form of proxy, including broker solicitation fees and accountants' and
attorneys' fees in connection therewith, will be borne by the Company. The
amount is expected to be the amount normally expended for a solicitation for
an election of directors in the absence of a contest and costs represented by
salaries and wages of regular employees and officers. Solicitation of proxies
will be made by mail, but regular employees may solicit proxies by telephone
or otherwise.
Please date, sign and return the accompanying proxy at your earliest
convenience. No postage is required for mailing in the United States.
Financial information concerning the Company is set forth in the
Company's 2005 Annual Report to Security Holders, which is enclosed.
By Order of the Board of Directors
THOMAS J. BITAR,
Secretary
ANNUAL REPORT ON FORM 10-K
Upon the written request of a shareholder, the Company will provide,
without charge, a copy of its Annual Report on Form 10-K for the year ended
April 30, 2005, including the financial statements and schedules and
documents incorporated by reference therein but without exhibits thereto, as
filed with the Securities and Exchange Commission. The Company will furnish
any exhibit to the Annual Report on Form 10-K to any shareholder upon request
and upon payment of a fee equal to the Company's reasonable expenses in
furnishing such exhibit. All requests for the Annual Report on Form 10-K or
its exhibits should be addressed to Vice President - Finance, Dataram
Corporation, P.O. Box 7528, Princeton, New Jersey 08543-7528.
- 13 -
DATARAM CORPORATION
P.O. Box 7528, Princeton, New Jersey 08543-7528
PROXY SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned hereby appoints and constitutes Robert V. Tarantino and
Thomas J. Bitar, and each of them, attorneys and proxies for the undersigned,
with full power of substitution to vote as if the undersigned were personally
present at the Annual Meeting of the Shareholders of Dataram Corporation (the
"Company") to be held at the Company's corporate headquarters at 186
Princeton Road (Route 571), West Windsor, New Jersey, on Tuesday, September
13, 2005 at 2 o'clock in the afternoon and at all adjournments thereof, the
shares of stock of said Company registered in the name of the undersigned.
The undersigned instructs all such proxies to vote such shares as follows
upon the following matters, which are described more fully in the
accompanying proxy statement:
I authorize and instruct my Proxy to:
1. VOTE FOR____ all nominees for the Company's Board of Directors listed
below; except that I WITHHOLD AUTHORITY for the following nominees (if any)
Robert V. Tarantino ____ Roger C. Cady ____
Thomas A. Majewski ____ Bernard L. Riley ____
VOTE WITHHELD____ from all nominees.
2. VOTE FOR____ AGAINST____ ABSTAIN____ ratification of the selection
of KPMG LLP to be the independent auditors of the Company for the fiscal year
ending April 30, 2006.
(Continued, and to be signed, on the other side)
(See other side)
3. In their discretion, to vote upon such other business as may properly
come before the meeting and all adjournments thereof. This proxy when
properly executed will be voted in the manner directed herein by the
undersigned stockholder. If no direction is made, this proxy will be voted
for Proposals 1 and 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.
Signature
Signature if held jointly
Dated 2005
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.