SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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[ ] Soliciting Material Under Section Section 240.14a-12
PUMATECH, INC.
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(Name of Registrant as Specified In Its Charter)
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PUMATECH, INC.
2550 North First Street, Suite 500
San Jose, California 95131
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 6, 2001
To the Stockholders of Puma Technology, Inc.:
You are invited to attend the Annual Meeting of Stockholders of Pumatech,
Inc. which will be held on Thursday, December 6, 2001, at 9:00 a.m. local time,
at the Beverly Heritage Hotel, 1820 Barber Lane, Milpitas, California, for the
following purposes:
1. To elect six members of the board of directors to hold office until
the 2002 Annual Meeting of Stockholders and until their respective
successors are elected and qualified.
2. To vote upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as Pumatech's independent public accountants for
the fiscal year ending July 31, 2002.
3. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on October 25, 2001 are
entitled to notice of, and to vote at, this meeting and any adjournments
thereof. For ten days prior to the meeting, a complete list of the stockholders
entitled to vote at the meeting will be available for examination by any
stockholder for any purpose relating to the meeting during ordinary business
hours at the principal office of Pumatech.
By Order of the Board of Directors
STEPHEN A. NICOL
Secretary
San Jose, California
November 2, 2001
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. YOUR PROXY IS REVOCABLE,
AND YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON AT THE MEETING. ANY
STOCKHOLDER ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS
RETURNED A PROXY.
PUMATECH, INC.
2550 North First Street, Suite 500
San Jose, California 95131
Proxy Statement for Annual Meeting of Stockholders
December 6, 2001
The accompanying proxy is solicited by the board of directors of Pumatech,
Inc., a Delaware corporation, ("Pumatech" or the "Company") for use at the 2001
Annual Meeting of Stockholders to be held December 6, 2001, or any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting. The date of this Proxy Statement is November 2, 2001, the approximate
date on which this Proxy Statement and the accompanying form of proxy were
first sent or given to stockholders.
GENERAL INFORMATION
Annual Report. An annual report for the fiscal year ended July 31, 2001 is
enclosed with this Proxy Statement.
Voting Securities. Only stockholders of record as of the close of business
on October 25, 2001 will be entitled to vote at the meeting and any adjournment
thereof. As of that date, there were 44,885,667 shares of common stock of
Pumatech, par value $0.001 per share, issued and outstanding. Stockholders may
vote in person or by proxy. Each holder of shares of common stock is entitled
to one vote for each share of stock held on the proposals presented in this
Proxy Statement. Pumatech's Bylaws provide that a majority of all of the shares
of the stock entitled to vote, whether present in person or represented by
proxy, shall constitute a quorum for the transaction of business at the
meeting.
Solicitation of Proxies. The cost of soliciting proxies will be borne by
Pumatech. In addition to soliciting stockholders by mail and through its
regular employees, Pumatech may request banks and brokers, and other
custodians, nominees and fiduciaries, to solicit their customers who have stock
of Pumatech registered in the names of such persons and will reimburse them for
their reasonable, out-of-pocket costs. We may use the services of our officers,
directors, and others to solicit proxies, personally or by telephone, without
additional compensation.
Voting and Revocability of Proxies. All valid proxies received prior to the
meeting will be voted. All shares represented by a proxy will be voted, and
where a stockholder specifies by means of the proxy a choice with respect to
any matter to be acted upon, the shares will be voted in accordance with the
specification so made. If no choice is indicated on the proxy, the shares will
be voted in favor of the proposal. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before it is
voted. Proxies may be revoked by (i) filing with the Secretary of Pumatech at
or before the taking of the vote at the Annual Meeting of Stockholders a
written notice of revocation bearing a later date than the proxy, (ii) duly
executing a later dated proxy relating to the same shares and delivering it to
the Secretary of Pumatech at or before the taking of the vote at the Annual
Meeting of Stockholders, or (iii) attending the Annual Meeting of Stockholders
and voting in person (although attendance at the Annual Meeting of Stockholders
will not in and of itself constitute a revocation of a proxy). Any written
notice of revocation or subsequent proxy should be delivered to Pumatech, Inc.
at 2550 North First Street, Suite 500, San Jose, California 95131, Attention:
Secretary, or hand-delivered to the Secretary of Pumatech at or before the
taking of the vote at the Annual Meeting of Stockholders.
Stock Splits
All share and option numbers in this proxy statement have been adjusted to
reflect the 2-for-1 stock split paid to our stockholders in the form of a stock
dividend on March 22, 2000.
1
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of September 30, 2001
with respect to the beneficial ownership of Pumatech's common stock by (i) each
director and director nominee of Pumatech, (ii) the chief executive officer and
the four other most highly compensated executive officers of Pumatech whose
salary and bonus for the fiscal year ended July 31, 2001 exceeded $100,000,
(iii) all directors and executive officers of Pumatech as a group and (iv) each
person known by Pumatech to own more than 5% of Pumatech's common stock.
Shares of Common Stock
Beneficially Owned(1)
------------------------
Number of Percentage
Name and Address of Beneficial Owner(1) Shares Owned Ownership
--------------------------------------- ------------ ----------
Directors and Executive Officers
Bradley A. Rowe.................................. 2,802,700(2) 6.25%
Stephen A. Nicol................................. 1,873,360(3) 4.18%
Michael M. Clair................................. 607,000(4) 1.35%
M. Bruce Nakao................................... 576,762(5) 1.29%
Kelly J. Hicks................................... 412,289(6) *
Michael J. Praisner.............................. 25,000(7) *
Kirsten Berg-Painter............................. 25,000(8) *
Richard Walker................................... 123,947(9) *
John W. Stossel.................................. 300,350(10) *
All current directors and executive officers as a
group (9 persons) (2)(3)(4)(5)(6)(7)(8)(9)..... 6,746,408(11) 15.04%
--------
* Represents less than 1%.
(1)Percentage ownership is based on 44,864,911 shares of common stock
outstanding as of September 30, 2001. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission. In
computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to
options held by that person that are currently exercisable or will become
exercisable within 60 days after September 30, 2001 are deemed outstanding,
while such shares are not deemed outstanding for purposes of computing
percentage ownership of any other person. Options granted under Pumatech's
Amended and Restated 1993 Stock Option Plan (the "Option Plan") are fully
exercisable from the date of grant, subject to Pumatech's right to
repurchase any unvested shares at the original exercise price upon
termination of employment. Unless otherwise indicated in the footnotes
below, the persons and entities named in the table have sole voting and
investment power with respect to all shares beneficially owned, subject to
community property laws where applicable. Unless otherwise indicated, the
address of each of the individuals listed in the table is: c/o Pumatech,
Inc., 2550 North First Street, Suite 500, San Jose, California 95131.
(2)Represents (i) 500,000 shares subject to options which are exercisable
within 60 days of September 30, 2001, (ii) 125,000 shares registered in the
name of the Bradley Alan & Tanya Elaine Rowe Charitable Remainder Unitrust,
of which Mr. Rowe is a trustee and (iii) 1,877,100 shares registered in the
name of the Bradley Alan Rowe and Tanya Elaine Rowe Trust UA 8 31 93 & TE
ROWE Revocable Living Trust, of which Mr. Rowe is a trustee.
(3)Includes 719,780 shares subject to options which are exercisable within 60
days of September 30, 2001.
(4)Includes (i) 115,000 shares subject to options which are exercisable within
60 days of September 30, 2001, (ii) 60,000 shares held by the MacLean-Clair
Family Limited Partnership, of which Mr. Clair is a general partner, (iii)
32,000 shares registered in the names of children of Mr. Clair and (iv)
400,000 shares registered in the name of Audrey MacLean and Michael M.
Clair, as Trustees, or their successors, of the Audrey MacLean and Michael
Clair Trust Agreement UAD 12/1/90. The 60,000 shares held by the
MacLean-Clair Family Limited Partnership can be voted and disposed of by
Mr. Clair and Audrey MacLean acting together.
2
(5)Represents (i) 363,637 shares subject to options which are exercisable
within 60 days of September 30, 2001, (ii) 86,322 shares registered in the
name of the M. Bruce Nakao FBO 1994 Trust UAD 4/28/94, of which Mr. Nakao
is a trustee, (iii) 240,978 shares registered in the name of M. Bruce Nakao
and Marilynn Occhipinti as tenants in common and (iv) 63,462 shares held by
B&Z Investments, L.P. ("B&Z"), of which Mr. Nakao is a general partner. The
63,462 shares held by B&Z can be voted and disposed of by Mr. Nakao acting
alone. Mr. Nakao disclaims beneficial ownership of the stock held by B&Z
except to the extent of his pecuniary interest therein.
(7)Includes 25,000 shares subject to options which are exercisable within 60
days of September 30, 2001.
(8)Includes 25,000 shares subject to options which are exercisable within 60
days of September 30, 2001.
(9)Includes 120,000 shares subject to options which are exercisable within 60
days of September 30, 2001.
(10)Includes 150,000 shares subject to options which are exercisable within 60
days of September 30, 2001.
(11)Includes 2,204,417 shares subject to options which are exercisable within
60 days of September 30, 2001.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Six directors, constituting Pumatech's full board of directors, are to be
elected at the Annual Meeting. If elected, the nominees will serve as directors
until Pumatech's Annual Meeting of Stockholders in 2002, and until their
successors are elected and qualified.
Management's nominees for election to the board of directors, and certain
information with respect to their age and background, are set forth below.
Management knows of no reason why any nominee should be unable or unwilling to
serve. However, if any nominee(s) should for any reason be unable or unwilling
to serve, the proxies will be voted for such substitute nominees as management
may designate.
If a quorum is present and voting, the nominees for directors receiving the
highest number of votes will be elected as directors. Abstentions and shares
held by brokers that are present, but not voted because the brokers were
prohibited from exercising discretionary authority, i.e. "broker non-votes",
will be counted as present for purposes of determining if a quorum is present.
Director
Name Position with Pumatech Age Since
---- ---------------------- --- --------
Bradley A. Rowe..... President, Chief Executive Officer and Director 41 1993
Stephen A. Nicol.... Senior Vice President, Sales and Business Development, 41 1993
Secretary and Director
Michael M. Clair.... Chairman of the Board 53 1995
M. Bruce Nakao...... Director 57 1999
Michael J. Praisner. Director 55 2001
Kirsten Berg-Painter Director 41 2001
Mr. Rowe co-founded Pumatech in August 1993 and has served as president
since October 1993 and chief executive officer since March 1995. He has also
served as a director of Pumatech since August 1993. Prior to founding Pumatech,
from January 1991 to July 1993, he held various management positions at
SystemSoft Corporation, a PC system software supplier, including vice president
of worldwide sales and general manager of desktop computing. In June 1988, Mr.
Rowe co-founded Extar Technologies, a manufacturer's representative of PC
products, where he held a number of management positions, including vice
president of sales and president until December 1990. From November 1983 to
June 1988, Mr. Rowe served in various sales positions at Western Digital
Corporation, a storage management company, including director of western area
sales. Mr. Rowe currently serves as a director of several privately-held
companies. Mr. Rowe holds a BS degree in engineering and management science
from Princeton University.
3
Mr. Nicol co-founded Pumatech in August 1993. He served as senior vice
president of sales of Pumatech until November 1999, when he was appointed
senior vice president of sales and business development. He has also served as
a director of Pumatech since August 1993. Prior to founding Pumatech, he served
in several capacities at SystemSoft Corporation, including director of sales
for Japan and Asia Pacific from July 1992 to July 1993 and as sales manager for
the Eastern United States from November 1991 to July 1992. Mr. Nicol co-founded
Extar Technologies in June 1988 where he served until November 1991 as vice
president of sales. Previously, Mr. Nicol served as OEM manager for Western
Digital Corporation and computer sales representative for Hewlett-Packard
Company, a global provider of computing and imaging solutions and services. He
holds an AB degree in Political Science from Princeton University.
Mr. Clair became a director of Pumatech in December 1994 and has served as
chairman of the board of Pumatech since March 1995. Since June 1995, Mr. Clair
has served as an independent financial consultant. Mr. Clair was a founder of
SynOptics Communications (now Nortel Networks), a computer networking company,
and from January 1987 to November 1992, served as vice president of sales and
marketing and then as senior vice president of sales and customer service of
SynOptics. Mr. Clair has more than 25 years of experience in data processing,
data and voice communications and local area networking. He spent the early
part of his career with Tymshare, Inc., a computer time-sharing company, and
ROLM, a manufacturer of digital PBX equipment, in a variety of sales and
marketing positions. He holds a BS degree in business and an MBA degree from
the University of Buffalo. Mr. Clair is a director of several private
companies.
Mr. Nakao became a director of Pumatech in May 1999. Prior to joining
Pumatech's board of directors, from June 1996 to May 1999, Mr. Nakao was senior
vice president, finance and administration and the chief financial officer of
Pumatech. Prior to that, from May 1986 to June 1996, Mr. Nakao served in
several capacities at Adobe Systems Incorporated, a software company, most
recently as its senior vice president, finance and administration, chief
financial officer and treasurer. Prior to his retirement, Mr. Nakao was with
Ask Jeeves, Inc., an Internet search company, where he served as its senior
vice president, finance and administration and chief financial officer from
April 1999 until July 2000. He holds a BA degree in business and economics from
the University of Washington and a MBA degree from Stanford University.
Mr. Praisner became a director of Pumatech in March 2001. Prior to his
retirement, from April 1998 to October 1999, Mr. Praisner served as vice
president of finance and administration and chief financial officer of
Beyond.com Corporation, an online software resale company. From 1995 to 1997,
Mr. Praisner served as vice president, finance and administration, chief
financial officer, and secretary of Silicon Storage Technology, Inc., a
supplier of flash memory devices. From 1994 to 1995, Mr. Praisner served as
vice president, finance and chief financial officer of MicroModule Systems,
Inc., a manufacturer of multichip modules for computer and telecommunications
applications. From 1992 to 1993, Mr. Praisner served as vice president, finance
and chief financial officer of Electronics for Imaging, Inc., a manufacturer of
color desktop publishing computer systems. During part of 1991, Mr. Praisner
served as vice president, finance and chief financial officer of Digital Link
Corp., a computer communications equipment company. From 1989 to 1991, Mr.
Praisner served as corporate controller of Applied Materials Inc., a
manufacturer of semiconductor wafer fabrication equipment. He holds a BA degree
in liberal arts and MBA degree from Southern Methodist University and is a
Certified Public Accountant.
Ms. Berg-Painter became a director of Pumatech in August 2001. Since
November 2000, Ms. Berg-Painter has served as an independent marketing
consultant. From July 1998 to October 2000, Ms. Berg-Painter served as senior
vice president of worldwide marketing at Clarify, Inc. (now a division of
Nortel Networks), a software developer. From 1989 to 1998, Ms. Berg-Painter
served in various capacities with Aspect Communications Corporation, a provider
of customer relationship portals, last serving as general manager and vice
president of one of its product divisions. Previously, Ms. Berg-Painter served
as director of product marketing for AST Research, Inc., a personal computer
manufacturer; as director of marketing for Syntellect, Inc., a provider of
call-center technology and hosted service solutions; and in various marketing
positions at IBM, a provider of
4
computer hardware and software, in Norway. Ms. Berg-Painter currently serves as
a member of the advisory board for On Your Mind, Inc., an enterprise software
company. She holds a BA degree in business and economics from University of
California, Los Angeles and attended business school at Norges Handleshoyskolen
in Bergen, Norway.
Board Meetings and Committees
During the fiscal year ended July 31, 2001, the board of directors held
seven meetings. No directors attended fewer than 75% of the total number of
meetings of the board of directors or committees of the board of directors held
in the fiscal year ended July 31, 2001, except that Mr. Praisner only attended
two of the seven board meetings.
The board of directors has an audit committee, a compensation committee and
a stock option committee.
The audit committee's function is to review with Pumatech's independent
accountants and management the annual financial statements and independent
accountants' opinion, the scope and results of the examination of Pumatech's
financial statements by the independent accountants, approve all professional
services and related fees performed by the independent accountants, recommend
the retention of the independent accountants to the board of directors, subject
to ratification by the stockholders, and periodically review Pumatech's
accounting policies and internal accounting and financial controls. See "Report
of the Audit Committee of the Board of Directors." The members of the audit
committee are Messrs. Clair, Nakao and Praisner. During the fiscal year ended
July 31, 2001, the audit committee held four meetings.
The compensation committee's function is to review and establish salary
levels for executive officers, including the chief executive officer, and
certain other management employees and to grant stock options. The members of
the compensation committee are Messrs. Clair, Nakao and Praisner. During the
fiscal year ended July 31, 2001, the compensation committee held two meetings.
The stock option committee consisted of Mr. Rowe for the fiscal year ended
July 31, 2001. The stock option committee held no meetings during the fiscal
year and typically takes action by written consent. This committee is primarily
responsible for approving all stock option grants of 15,000 shares or fewer to
new and continuing employees (other than executive officers). Mr. Rowe will
continue serving as the stock option committee for the fiscal year ended 2002.
Vote Required and Board of Directors Recommendation
If a quorum representing a majority of all outstanding shares of common
stock is present and voting, either in person or by proxy, the six nominees for
director receiving the highest number of votes will be elected. Abstentions and
broker non-votes will each be counted as present for purposes of determining
the presence of a quorum. Abstentions and broker non-votes, on the other hand,
will have no effect on the outcome of the vote. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED ABOVE.
5
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information concerning the compensation of
the chief executive officer of Pumatech and the four other most highly
compensated executive officers of Pumatech as of July 31, 2001 whose total
salary and bonus for the fiscal year ended July 31, 2001 exceeded $100,000, for
services in all capacities to Pumatech, during the fiscal years ended July 31,
2001, 2000 and 1999:
Summary Compensation Table
Annual Compensation Long Term
------------------- Compensation Awards
Fiscal Other Annual Securities Underlying
Name and Principal Position Year Salary($) Bonus($) Compensation($) Options(#)
--------------------------- ------ --------- -------- --------------- ---------------------
Bradley A. Rowe 2001 $300,000 $120,000 -- 500,000(1)
President and Chief 2000 270,833 $120,000 -- 500,000(1)
Executive Officer............ 1999 218,750 -- -- 320,000(2)
Stephen A. Nicol............... 2001 240,000 57,600 -- 400,000(1)
Senior Vice President, 2000 240,000 57,600 -- 400,000(1)
Sales and Business 1999 212,917 -- -- 320,000(2)
Development
Kelly J. Hicks................. 2001 215,000 43,000 -- 200,000(1)
Vice President of 2000 200,417 43,000 -- 200,000(1)
Operations and Chief 1999 18,333 -- 21,203(3) 270,000(2)
Financial Officer
John Stossel 2001 255,000 90,000 -- 150,000(1)
Vice President of 2000 16,667 10,000 -- 150,000(1)
Professional Services........ 1999 72,500 -- 30,825(3) 300,000(2)
Richard Walker 2001 145,833 -- -- 120,000
Vice President of 2000 -- -- -- --
Marketing and Online Services 1999 -- -- -- --
--------
(1)Represents shares for options previously granted in fiscal year 2000 which
were cancelled and replaced pursuant to the July 31, 2001 regrant program.
(2)Represents: (i) for Mr. Rowe, 320,000 shares for options previously granted
in fiscal years 1997 and 1996 which were canceled and replaced pursuant to
the October 29, 1998 repricing; (ii) for Mr. Nicol, 320,000 shares for
options previously granted in fiscal years 1997 and 1996 which were canceled
and replaced pursuant to the October 29, 1998 repricing; (iii) for Mr.
Hicks, 60,000 shares for options previously granted in fiscal year 1997
which were canceled and replaced pursuant to the October 29, 1998 repricing;
and (iv) for Mr. Stossel, 300,000 shares for options previously granted in
fiscal year 1997 which were canceled and replaced pursuant to the October
29, 1998 repricing.
(3)Represents a loan and accrued interest from Pumatech that was forgiven.
Stock Options Granted in Fiscal Year 2001
The following table provides the specified information concerning grants of
options to purchase Pumatech's common stock made during the fiscal year ended
July 31, 2001 to the persons named in the Summary Compensation Table:
6
Option Grants In Last Fiscal Year
Individual Grants Potential Realizable Value
------------------------------------------------------ at Assumed Annual Rates
Number of % of Total of Stock Price
Securities Options Appreciation for
Underlying Granted to Option Term(3)
Options Employees in Exercise Price Expiration --------------------------
Name Granted(#)(1) Fiscal Year(2) (S/Sh) Date 5% ($) 10% ($)
---- ------------- -------------- -------------- ---------- -------- ----------
Bradley A. Rowe. 500,000 12.01% $ 2.10 7/30/2011 $660,339 $1,673,430
Stephen A. Nicol 400,000 9.61% $ 2.10 7/30/2011 $528,271 $1,338,744
Kelly J. Hicks.. 200,000 4.80% $ 2.10 7/30/2011 $264,136 $ 669,372
John W. Stossel. 150,000 3.60% $ 2.10 7/30/2011 $198,102 $ 502,029
Richard M.Walker 120,000 2.88% $7.3594 12/1/2010 $555,394 $1,407,479
--------
(1)The board of directors has discretion, subject to plan limits, to modify the
terms of options and to reprice the options. Each option is fully
exercisable from the time of grant, subject to Pumatech's right to
repurchase any unvested shares at the original exercise price in the event
of the optionee's termination. Shares generally vest at the rate of /
1//\\4\\ after 12 months from the date of grant and 1/4 of the total number
of shares each month thereafter. Options granted in July 2001 as part of the
option exchange were vested on the date of grant to the extent that the
cancelled options would have been vested on such date.
(2)An aggregate of 4,162,635 options to purchase shares of common stock of
Pumatech were granted to employees during the fiscal year under the Amended
and Restated 1993 Stock Option Plan and the 2000 Supplemental Stock Option
Plan.
(3)Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The assumed
five percent (5%) and ten percent (10%) rates of stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not
represent Pumatech's estimate or projection of the future common stock
price. This table does not take into account any appreciation or
depreciation in the price of the common stock to date.
Option Exercises and Fiscal 2000 Year-End Values
The following table provides the specified information concerning exercises
of options to purchase Pumatech's common stock in the fiscal year ended July
31, 2001, and unexercised options held as of July 31, 2001, by the persons
named in the Summary Compensation Table:
Aggregated Option Exercises In Last Fiscal Year
and Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at July 31, 2001(#) at July 31, 2001($)(1)
---------------------------- ----------------------------
Shares
Acquired on Value
Name Exercise(#) Realized($)(2) Exercisable(3) Unexercisable Exercisable(4) Unexercisable
---- ----------- -------------- -------------- ------------- -------------- -------------
Bradley A. Rowe.. 225,200 $1,611,056 500,000 -- -- --
Stephen A. Nicol. -- -- 719,780 -- $299,394 --
Kelly J. Hicks... 10,000 180,625 363,637 -- -- --
John W. Stossel.. -- -- 150,000 -- -- --
Richard M. Walker -- -- 120,000 -- -- --
--------
(1)Calculated on the basis of the fair market value of the underlying
securities at July 31, 2001 of $2.03 per share, as reported by the Nasdaq
National Market, minus the aggregate exercise price.
(2)"Value Realized" represents the fair market value of the underlying
securities on the exercise date minus the aggregate exercise price of such
options.
7
(3)All options are fully exercisable, subject to Pumatechs right to repurchase
any unvested shares at the original exercise price in the event of the
optionee's termination. Shares generally vest at the rate of 1/4 after 12
months from the date of grant and 1/48 of the total number of shares each
month thereafter.
(4)Does not include options that had an exercise price greater than the per
share closing price of $2.03 on July 31, 2001 as reported by the Nasdaq
National Market.
Ten Year Option/SAR Repricing
The following table sets forth information regarding options held by
executive officers of the Company that were re-priced pursuant to an option
exchange that was made available to all employees, officers and directors of
the Company who held options with an exercise price equal to or greater than
$15.00. The Compensation Committee of the Board of Directors implemented the
exchange program in order to restore the incentive value of such options.
Number of
Securities Length of
Underlying Original
Options/ Option Term
SARs Market Price Exercise Price Remaining at
Repriced at Time of at Time of Date of
or Repricing or Repricing or New Exercise Repricing or
Name Date Amended Amendment Amendment Price Amendment
---- ------- ---------- ------------ -------------- ------------ ------------
Bradley A. Rowe.. 7/30/01 500,000 $2.10 $28.2500 $2.10 4/13/10
Stephen A. Nicol. 7/30/01 400,000 2.10 28.2500 2.10 4/13/10
Kelly J. Hicks... 7/30/01 200,000 2.10 28.2500 2.10 4/13/10
29.0625 5/3/10
23.6250 6/2/10
John W. Stossel.. 7/30/01 150,000 2.10 25.8750 2.10 7/14/10
Richard M. Walker -- -- -- -- -- --
COMPENSATION COMMITTEE
Michael M. Clair
M. Bruce Nakao
Michael J. Praisner
Compensation Committee Interlocks and Insider Participation
The compensation committee currently consists of Mr. Clair, Mr. Nakao and
Mr. Praisner. Mr. Nakao served as Pumatech's senior vice president and chief
financial officer until May 1999. No member of the compensation committee has a
relationship that would constitute an interlocking relationship with executive
officers or directors of another entity. See also "Certain Transactions".
Director Compensation
All of our directors are reimbursed for their out-of-pocket expenses
incurred in attending board and committee meetings. In addition, non-employee
directors receive a $2,000 fee for each board meeting that they attend and a
fee of $500 for each committee meeting that they attend. In addition, during
fiscal year 2001, Mr. Clair received aggregate consulting fees of $4,000.
Directors are also eligible to receive stock option grants under the Option
Plan. In the fiscal year ended July 31, 2001, Messrs. Clair and Praisner
received options to purchase 100,000 and 25,000 shares, respectively of
Pumatech's common stock with an exercise price of $2.10 and $4.125 per share,
respectively.
Employment Contracts and Termination of Employment and Change of Control
Arrangements
The Company has not entered into employment agreements with any of its Named
Executives. On April 13, 2000, Pumatech entered into change in control
agreements with the following Named Executives: Bradley Rowe, Stephen Nicol,
and Kelly Hicks.
8
The change in control agreements provide for accelerated vesting of all
stock options held by the executive and the release of all of the Company's
rights to repurchase shares if such executive's employment is terminated within
12 months of a change in control. A change in control is defined as the
occurrence of any of the following events:
(a) Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), excluding existing beneficial
owners as of the date of the change in control agreement, is or becomes the
"beneficial owner" (as defined in Section 13d-3 of said Act), directly or
indirectly, of securities of the Company representing 50% or more of the
total voting power represented by the Company's then outstanding voting
securities, excluding conversion of any convertible securities issued as of
the date of the change in control agreement;
(b) The composition of the Board of Directors changes during any period
of 36 months such that individuals who at the beginning of the period were
members of the Board of Directors (the "Continuing Directors") cease for any
reason to constitute at least a majority thereof; unless at least 66 2/3% of
the Continuing Directors has either (i) approved the election of the new
Directors, (ii) if the election of the new Directors is voted on by
stockholders, recommended that the stockholders vote for approval, or (iii)
other-wise deter-mined that such change in composition does not constitute a
Change of Control, even if the Continuing Directors do not constitute a
quorum of the whole Board (it being understood that this requirement shall
not be capable of satisfaction unless there is at least one Continuing
Director);
(c) The stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 50% of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially all of the
Company's assets;
(d) the term Change of Control shall not include either of the following
events under-taken at the election of the Company:
(i) Any transaction, the sole purpose of which is to change the state
of the Company's incorporation; or
(ii) A transaction, the result of which is to sell all or
substantially all of the assets of the Company to another corporation
(the "surviving corporation") provided that the surviving corporation is
owned directly or indirectly by the stockholders of the Company
immediately following such transaction in substantially the same
proportions as their ownership of the Company's common stock immediately
preceding such transaction.
The change in control agreements also provide for the payment of severance
benefits to the executive in the event that such executive is terminated
without Cause or the executive terminates his or her employment as a result of
an Involuntary Termination. In either such event, the terminated executive will
be entitled to receive six months of base compensation and the Company will
continue to pay for coverage of the executive under the Company's health, life,
dental and other insurance programs for a period of six months.
"Cause" is defined as (i) any act of personal dishonesty taken by the
executive in connection with his or her responsibilities as an employee and
intended to result in substantial personal enrichment; (ii) the executive being
convicted of a felony; or (iii) a willful act by the executive which
constitutes gross misconduct and which is injurious to the Company.
"Involuntary Termination" is defined as (i) without the consent of the
executive, his or her assignment to any duties or the significant reduction of
his or her duties, either of which is inconsistent with his or her position or
title with the Company and responsibilities in effect immediately prior to such
assignment, or his or her
9
removal from such position and responsibility, or a reduction in his or her
title; (ii) a greater than 10% reduction by the Company in his or her base
compensation as in effect immediately prior to such reduction; provided,
however, that such reduction shall not apply if substantially all executive
officers of the Company agree to a similar reduction in base compensation; or
(iii) any purported termination of the executive by the Company (other than a
voluntary termination initiated by the executive) which is not effected for
disability or for Cause.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Pumatech's
executive officers, directors and persons who beneficially own more than 10% of
Pumatech's common stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission. Such persons
are required by SEC regulations to furnish Pumatech with copies of all Section
16(a) forms filed by such person.
Based solely on Pumatech's review of such forms furnished to Pumatech and
written representations from certain reporting persons, Pumatech believes that
during the fiscal year ended July 31, 2001, it has complied with all filing
requirements applicable to Pumatech's executive officers, directors and greater
than 10% stockholders.
10
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The following is the report of the compensation committee of Pumatech,
describing the compensation policies and rationale applicable to Pumatech's
executive officers with respect to the compensation paid to such executive
officers for the fiscal year ended July 31, 2001. The information contained in
the report shall not be deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission nor shall such information be
incorporated by reference into any future filing under the Securities Act of
1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), except to the extent that Pumatech
specifically incorporates it by reference into such filing.
To: Board of Directors
The committee is responsible for setting and administering the policies
governing annual compensation of the executive officers of Pumatech. For all
executive officers, the committee reviews the performance and compensation
levels for executive officers, sets salary levels and recommends option grants
under the Option Plan. The members of this committee for the fiscal year ended
July 31, 2001 were Mr. Clair, Mr. Nakao and Mr. Praisner, who were non-employee
directors of Pumatech for the fiscal year ended July 31, 2001.
Overview
The goals of Pumatech's executive officer compensation policies are to
attract, retain and reward executive officers who contribute to Pumatech's
success, to align executive officer compensation with Pumatech's performance
and to motivate executive officers to achieve Pumatech's business objectives.
Pumatech uses salary and option grants to attain these goals. The committee
reviews compensation surveys and other data to enable the committee to compare
Pumatech's compensation package with that of similarly-sized high technology
companies in Pumatech's geographic areas.
During the fiscal year ended July 31, 1999, Pumatech's board of directors
approved a 401(k) matching plan for all employees which was implemented during
the fiscal year ended July 31, 2000. Since September 1997, Pumatech has had in
effect a profit sharing plan for non-officer employees.
Salary
Base salaries of executive officers, other than for Mr. Rowe, Pumatech's
president and chief executive officer, are reviewed annually by the committee,
and adjustments are made based on individual executive officer performance,
scope of responsibilities and levels paid by similarly-sized high technology
companies in the applicable geographic area.
Stock Options
Pumatech strongly believes that equity ownership by executive officers
provides incentives to build stockholder value and align the interests of
executive officers with the stockholders. The size of an initial option grant
to an executive officer has generally been determined with reference to
similarly-sized high technology companies in the relevant geographic area for
similar positions, the responsibilities and future contributions of the
executive officer, as well as recruitment and retention considerations.
In January 2001, Pumatech announced a voluntary stock option exchange
program for its employees. Under the program, Pumatech employees were given the
opportunity to cancel outstanding stock options previously granted to them in
exchange for an equal number of new options to be granted at a future date. The
exchange was limited to employees who held options with an exercise price equal
to or greater than $15.00 per share.
11
Chief Executive Officer Compensation
The committee annually reviews the performance and compensation of Mr. Rowe.
Mr. Rowe has served as Pumatech's president since October 1993 and chief
executive officer since March 1995. The compensation of Mr. Rowe is based upon
the same criteria as the other executive officers of Pumatech. Mr. Rowe
received a bonus of $120,000 for the fiscal year ended July 31, 2000 which was
paid in September, 2000. While the chief executive officer makes
recommendations about the compensation levels, goals and performance of the
other executive officers, he does not participate in discussions regarding his
own compensation or performance.
COMPENSATION COMMITTEE
Michael M. Clair
M. Bruce Nakao
Michael J. Praisner (Since May 2001)
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended July 31, 2001,
which include the consolidated balance sheets of the Company as of July 31,
2001 and 2000, and the related consolidated statements of operations,
shareholders' equity and cash flow for each of the three years in the period
ended July 31, 2001, and the notes thereto.
Composition
The Audit Committee of the Board of Directors is currently composed of three
independent directors, as that term is defined in Rule 4200 of the listing
standards of the National Association of Securities Dealers, and operates under
a written charter adopted by the Board of Directors, a copy of which is
attached hereto as Appendix A. The members of the Audit Committee are Messrs.
Claire, Nakao and Praisner.
Responsibilities
The responsibilities of the Audit Committee include reviewing and monitoring
the corporate financial reporting and the internal and external audits of the
Company. Management is responsible for the Company's internal audit and control
functions and the financial reporting process. The independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with generally accepted auditing standards
and for issuing a report thereon. In addition to overseeing these processes,
the Audit Committee is responsible for considering and recommending the
appointment of, and reviewing fee arrangements with, the Company's independent
auditors.
Review with Management and Independent Auditors
The Audit Committee has reviewed and discussed the Company's audited
financial statements with management and the Company's independent auditors,
PricewaterhouseCoopers LLP. In addition, the Audit Committee has consulted with
management and PricewaterhouseCoopers LLP prior to the presentation of
financial statements to shareholders and during the process of the Company's
review of its accounting treatment for certain product purchase and development
agreements. The Audit Committee has discussed with PricewaterhouseCoopers LLP,
the Company's independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61, Communication with Audit Committees,
including, among other items, matters related to the conduct of the audit of
the Company's financial statements. PricewaterhouseCoopers LLP has provided to
the Audit Committee the written disclosures and the letter required by
Independent Standards Board Standard No. 1, Independence Discussions with Audit
Committees, and the Audit Committee has discussed with PricewaterhouseCoopers
LLP its independence from the Company.
12
Conclusion
Based upon the reviews and discussions referred to above, the Audit
Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's Annual Report on Form 10-K
for the year ended July 31, 2001, as filed with the Commission.
COMPENSATION COMMITTEE
Michael M. Clair
M. Bruce Nakao
Michael J. Praisner (Since May 2001)
Audit Fees
During the year ended July 31, 2001, the aggregate fees billed by
PricewaterhouseCoopers LLP for the audit of the Company's financial statements
including reviews of the Company's interim quarterly financial statements were
approximately $193,750.
Financial Information Systems Design and Implementation Fee
There were no fees billed for professional services related to financial
information systems design and implementation for the year ended July 31, 2001.
Other Fees
The aggregate fees billed for all professional services rendered by
PricewaterhouseCoopers LLP for the year ended July 31, 2001 other than those
described in the previous two paragraphs were approximately $63,107 principally
for preparation and review of federal and state tax returns and services
relating to registration of foreign branch offices).
13
COMPARISON OF STOCKHOLDER RETURN
The following line graph compares the cumulative total return to
stockholders on Pumatech's common stock since December 5, 1996, the first day
of trading following the date of Pumatech's initial public offering, and ending
on July 31, 2001. The graph compares stockholder return on Pumatech's common
stock with the same cumulative total return on the Hambrecht & Quist Computer
Software Index and the Nasdaq Stock Market-U.S. Index. The information
contained in the Performance Graph shall not be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission, nor
shall such information be incorporated by reference into any future filing
under the Securities Act or the Exchange Act, except to the extent that
Pumatech specifically incorporates it by reference into such filing.
The graph assumes that $100 was invested on December 5, 1996 in Pumatech's
common stock, in the Hambrecht & Quist Computer Software Index and in the
Nasdaq Stock Market-U.S. Index and that all dividends were reinvested. No
dividends have been declared or paid on Pumatech's common stock. Stockholder
returns over the period indicated should not be considered indicative of future
stockholder returns.
COMPARISON OF 56 MONTH CUMULATIVE TOTAL RETURN*
AMONG PUMATECH, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX AND THE JP MORGAN H
& Q COMPUTER SOFTWARE INDEX
[CHART]
PUMATECH, INC. NASDAQ STOCK MARKET (U.S.) JP MORGAN H & Q COMPUTER SOFTWARE
12/5/1996 100 100 100
1/97 160.53 130.16 99.78
4/97 80.26 118.52 89.57
7/97 88.16 150.33 115.99
10/97 65.13 150.72 122.74
1/98 67.11 153.58 120.78
4/98 61.84 177.16 151.94
7/98 58.55 176.91 148.11
10/98 37.5 168.61 126.08
1/99 41.12 240.34 161.1
4/99 56.58 242.95 143.89
7/99 56.58 252.84 168.62
10/99 389.47 285.04 215.46
1/00 807.89 375.62 322.75
4/00 644.74 368.25 316.35
7/00 421.05 360.06 299
10/00 285.54 321.58 347.33
1/2001 207.24 263.04 282.45
4/2001 82.74 201.22 202.46
7/2001 42.74 193.3 175.6
*$100 INVESTED ON 12/5/96 IN STOCK OR INDEX--INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JULY 31.
14
CERTAIN TRANSACTIONS
Some of Pumatech's directors, executive officers and affiliates have entered
into transactions with it as follows:
In April 2001, Pumatech loaned its Chief Financial Officer $235,000 which is
repayable on or before April 16, 2002. The interest rate is 6% per annum. In
the event that the officer's employment with the Company is terminated, any
unpaid principal and interest shall be due on the 185th day from the
termination, or on the due date, whichever is sooner.
In July 1999 Bruce Nakao, a director of the Company issued a promissory note
to Pumatech in the principal amount of $315,000 in connection with Mr. Nakao's
purchase of 143,413 shares of the Company's common stock. Such note bears
interest at a rate of 5.32% per year with unpaid interest and principal payable
in July 2002. Accrued interest is payable annually. The note is secured by the
common shares purchased by Mr. Nakao. The Company may call the note if Mr.
Nakao sells the shares that were given as security for the note or if any
interest is not paid when due.
Pumatech's Certificate of Incorporation limits the liability of its
directors for monetary damages arising from a breach of their fiduciary duty as
directors, except to the extent otherwise required by the Delaware General
Corporation Law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.
Pumatech's bylaws provide that Pumatech shall indemnify its directors and
officers to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under
Delaware law. Pumatech has also entered into indemnification agreements with
its officers and directors containing provisions that may require Pumatech,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors and
officers' insurance if available on reasonable terms.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The board of directors of Pumatech has selected PricewaterhouseCoopers LLP
as independent accountants to audit the financial statements of Pumatech for
the fiscal year ending July 31, 2002. PricewaterhouseCoopers LLP has acted as
Pumatech's independent accountants since Pumatech's inception. A representative
of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting
with the opportunity to make a statement if the representative desires to do
so, and is expected to be available to respond to appropriate questions.
The affirmative vote of a majority of the votes cast at the Annual Meeting
of Stockholders, at which a quorum representing a majority of all outstanding
shares of common stock of Pumatech is present and voting, either in person or
by proxy, is required for approval of this proposal. Abstentions and broker
non-votes will each be counted as present for purposes of determining the
presence of a quorum, but will not be counted as having been voted on the
proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS PUMATECH'S INDEPENDENT ACCOUNTANTS
FOR THE FISCAL YEAR ENDING JULY 31, 2002.
15
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Pumatech has an advance notice provision under its bylaws for stockholder
business to be presented at meetings of stockholders. Such provision states
that in order for stockholder business to be properly brought before a meeting
by a stockholder, such stockholder must have given timely notice thereof in
writing to the Secretary of Pumatech. To be timely, a stockholder proposal must
be received at Pumatech's principal executive offices not less than 120
calendar days in advance of the date Pumatech's proxy statement was released to
stockholders in connection with the previous year's annual meeting of
stockholders; except that (i) if no annual meeting was held in the previous
year, (ii) if the date of the annual meeting has been changed by more than
thirty calendar days from the date contemplated at the time of the previous
year's proxy statement or (iii) in the event of a special meeting, then notice
must be received not later than the close of business on the tenth day
following the day on which notice of the date of the meeting was mailed or
public disclosure of the meeting date was made.
Proposals of stockholders intended to be presented at the Annual Meeting of
the Stockholders of Pumatech for the fiscal year ended July 31, 2002 must be
received by Pumatech at its offices at 2550 North First Street, Suite 500, San
Jose, California 95131 no later than July 5, 2002 and satisfy the conditions
established by the Securities and Exchange Commission for stockholder proposals
to be included in Pumatech's proxy statement for that meeting.
Stockholder proposals related to Pumatech's Annual Meeting of Stockholders
for the fiscal year ended July 31, 2002, but submitted outside the processes of
Rule 14a-8 under the Securities Exchange Act of 1934, must be received by
Pumatech prior to September 18, 2002 in order to withhold authority of
management proxies to use their discretionary voting authority with respect to
any such proposal.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which the board of
directors intends to present or knows that others will present at the meeting
is as set forth above. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their best judgment.
By Order of the Board of Directors
STEPHEN A. NICOL
Secretary
November 2, 2001
16
APPENDIX A
AUDIT COMMITTEE CHARTER
Purpose
The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to
oversee management's conduct of the Company's financial reporting process,
including by overviewing the financial reports and other financial information
provided by the Company to its shareholders, the Company's systems of internal
accounting and financial controls and the annual independent audit of the
Company's financial statements.
In discharging its oversight role, the Committee is empowered to investigate
any matter brought to its attention with full access to all books, records,
facilities and personnel of the Company and the power to retain outside
counsel, auditors or other experts for this purpose. The Board and the
Committee are in place to represent the Company's shareholders; accordingly,
the outside auditor is ultimately accountable to the Board and the Committee.
The Committee shall review the adequacy of this Charter on an annual basis.
Membership and Meetings
The Committee shall be comprised of not less than three non-employee members
of the Board. The Board shall designate a chairman of the Committee. The
Committee's composition will meet the requirements of the Audit Committee
Policy of the NASDAQ.
Accordingly, all of the members will be directors who:
. Have no relationship to the Company that may interfere with the exercise
of their independence from management and the Company; and
. Are financially literate or who become financially literate within a
reasonable period of time after appointment to the Committee. In addition,
at least one member of the Committee will have accounting or related
financial management expertise.
The Committee shall meet at least four times annually or more frequently as
the committee may deem appropriate
Key Responsibilities
The Committee's job is one of oversight and it recognizes that the Company's
management is responsible for preparing the Company's financial statements and
that the independent auditors are responsible for auditing those financial
statements. Additionally, the Committee recognizes that financial management
including any internal audit staff, as well as the outside auditors, have more
time, knowledge and more detailed information about the Company than do
Committee members; consequently, in carrying out its oversight
responsibilities, the Committee is not providing any expert or special
assurance as to the Company's financial statements or any professional
certification as to the outside auditor's work.
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this
guide as appropriate given the circumstances.
. Review and discuss with management and the independent auditors the
audited financial statements to be included in the Company's Annual Report
on Form 10-K (or the Annual Report to Shareholders if distributed prior to
the filing of Form 10-K), and review and consider with the outside
auditors the matters required to be discussed by Statement of Auditing
Standards ('SAS') No. 61.
A-1
. Review with the outside auditors the Company's interim financial results
to be included in the Company's quarterly reports to be filed with
Securities and Exchange Commission and the matters required to be
discussed by SAS No. 61; this review will occur prior to the Company's
filing of the Form 10-Q.
. Discuss with management and the outside auditors the quality and adequacy
of the Company's internal controls.
. The audit committee shall review the independence and performance of the
auditors. With respect to the independence of the independent auditors,
the Committee shall:
--Requestfrom the outside auditors annually, a formal written statement
delineating all relationships between the auditor and the Company
consistent with Independence Standards Board Standard Number 1;
--Discusswith the outside auditors any such disclosed relationships and their
impact on the outside auditor's independence; and
--Recommendthat the Board take appropriate action to oversee the independence
of the outside auditor.
. The Committee, subject to any action that may be taken by the full Board,
shall have the ultimate authority and responsibility to select (or
nominate for shareholder approval), evaluate and, where appropriate,
replace the outside auditor.
Other Matters
The Committee shall prepare such reports as are required by the Securities
and Exchange Commission for inclusion in the Company's annual proxy statement
and maintain minutes of its meetings.
A-2
PUMATECH, INC.
DECEMBER 6, 2001 9:00 A.M.
0072TD
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[_] Mark this box with an "X" if you have made changes to your name or address
details below.
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| A1701 |
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PROXY CARD
--------------------------------------------------------------------------------
Please mark vote in box in the following manner using dark ink only. X
--------------------------------------------------------------------------------
A vote FOR the following proposals is recommended by the Board of Directors
--------------------------------------------------------------------------------
1. Election of Directors: Nominees: For Withhold
01-Bradley A. Rowe [_] [_]
02-Stephen A. Nicol [_] [_]
03-Michael M. Clair [_] [_]
04-M. Bruce Nakao [_] [_]
05-Michael J. Praisner [_] [_]
06-Kirsten Berg-Painter [_] [_]
--------------------------------------------------------------------------------
A vote FOR the following proposals is recommended by the Board of Directors
--------------------------------------------------------------------------------
For Against Abstain
2. To ratify the appointment of [_] [_] [_]
PricewaterhouseCoopers LLP as Pumatech's
independent public accountants for the
fiscal year ending July 31, 2002.
YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Sign exactly as your name(s) appear on your stock certificate. If shares of
stock stand of record in the name of two or more persons, or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the above Proxy. If shares of stock are held of record by a
corporation, the Proxy should be executed by the President or Vice President and
the Secretary or Assistant Secretary, and the corporate seal should be affixed
thereto. Executors or administrators or other fiduciaries who execute the above
Proxy for a deceased stockholder, should give their full title. Please date this
Proxy.
Signature 1 _____________________________________________ Date _________________
Signature 2 _____________________________________________ Date _________________
PROXY Pumatech, Inc. PROXY
Proxy for Annual Meeting of Stockholders
To be Held on December 6, 2001
The undersigned hereby appoints Bradley A. Rowe and Kelly J. Hicks, and each of
them, with full power of substitution to represent the undersigned and to vote
all of the shares of stock in Pumatech, Inc., a Delaware corporation (the
"Company"), which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Company to be held at the Beverly Heritage Hotel, 1820
Barber Lane, Milpitas, California, on December 6, 2001 at 9:00 a.m. local time,
and at any adjournment or postponement thereof (1) as hereinafter specified upon
the proposals listed on the reverse side and as more particularly described in
the Proxy Statement of the Company dated November 2, 2001 (the "Proxy
Statement"), receipt of which is hereby acknowledged, and (2) in their
discretion upon such other matters as may properly come before the meeting.
THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSALS 1 AND 2.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN
AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE
REPRESENTED AT THE MEETING.
(Continued and to be signed on reverse side.)
0072UB