-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FVOqOaAisBTptcolQtI9yDcKPQd6QT+yaQ14Pi9lV3D0OLUKJWcgHD8GUl1U2OoL NZ2xgB5KP1s3KMDqVaqNuw== 0000950135-00-000184.txt : 20000202 0000950135-00-000184.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950135-00-000184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000120 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARDENT SOFTWARE INC CENTRAL INDEX KEY: 0000885474 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042818132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13631 FILM NUMBER: 510356 BUSINESS ADDRESS: STREET 1: 50 WASHINGTON ST CITY: WESTBOROUGH STATE: MA ZIP: 01581-1013 BUSINESS PHONE: 5083663888 MAIL ADDRESS: STREET 1: 50 WASHINGTON ST CITY: WESTBOROUGH STATE: MA ZIP: 01581-1013 FORMER COMPANY: FORMER CONFORMED NAME: VMARK SOFTWARE INC DATE OF NAME CHANGE: 19940112 8-K 1 ARDENT SOFTWARE, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): JANUARY 20, 2000 ARDENT SOFTWARE, INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporation or organization) 0-20059 04-2818132 (Commission File Number) (I.R.S. Employer Identification No.) 50 WASHINGTON STREET, WESTBORO, MA 01581-1021 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (508) 366-3888 2 ITEM 5. OTHER EVENTS. 1999 EXECUTIVE OFFICER AND DIRECTOR COMPENSATION SUMMARY COMPENSATION TABLE The following summary compensation table sets forth compensation received by - - the Company's Chief Executive Officer during 1999, - - the four other most highly compensated executive officers in 1999 who were serving as such on December 31, 1999 The table details compensation received for services rendered to the Company during the fiscal years ended December 31, 1999, 1998 and 1997.
LONG TERM COMPENSATION ------------ ANNUAL COMPENSATION SHARES UNDER ------------------- OPTIONS ALL NAME AND PRINCIPAL POSITION SALARY(1) BONUS AWARDED OTHER ON DECEMBER 31, 1999 YEAR ($) ($) (#) COMPENSATION(1)(2) - --------------------------- ---- ------- ------- ------------ ------------------ Peter Gyenes(3)......................... 1999 350,000 525,000 -- 81,074 Chief Executive Officer, President 1998 300,000 225,000 400,000 81,890 and Chairman of the Board 1997 233,077 150,000 75,000 81,613 Charles F. Kane......................... 1999 200,000 110,000 -- 43,183 Vice President, Finance and 1998 165,000 150,000 55,000 43,002 Chief Financial Officer 1997 162,939 50,000 -- 41,804 Cornelius P. McMullan................... 1999 200,000 110,000 -- -- Vice President, International 1998 180,000 120,000 50,000 -- Operations 1997 170,827 50,000 100,000 -- James D. Foy............................ 1999 200,000 110,000 -- 81,267 Vice President, Engineering 1998 165,000 150,000 55,000 81,875 1997 165,000 50,000 52,351 81,405 Peter L. Fiore.......................... 1999 200,000 110,000 -- 42,957 Vice President, Data Warehousing 1998 165,000 125,000 55,000 42,775 1997 155,000 45,000 24,000 41,576
(1) Salary includes amounts deferred by the named executive officer, and All Other Compensation includes the Company's contribution, under the deferred compensation and profit-sharing plan established pursuant to Section 401(k) of the Internal Revenue Code. The plan covers substantially all domestic employees of the Company and allows each participant to contribute up to 15% of his or her base wage up to an amount not to exceed an annual statutory maximum ($10,000 in 1999). The Company matches contributions in an amount equal to 50% of the contributions of each participant up to 6% of such participant's annual compensation. (2) All Other Compensation includes, for each of the executive officers except Mr. McMullan, the value, projected on an actuarial basis, of the benefit to the executive of the premium paid by the Company during the year on an insurance policy on the life of the executive purchased in connection with a split-dollar agreement. Each policy is a whole-life policy to be paid in ten equal annual premiums, which the Company has agreed to pay so long as the executive continues to be employed by the Company and, in some circumstances, including the occurrence of change-in-control events, thereafter. The Company has limited rights to borrow against each policy and the right to receive an amount equal to all premiums paid by it not later than upon the death of the respective executive. The executives have the right to borrow limited amounts under the policies and to receive the respective death benefits net of premium amounts paid by the Company. The benefits in 1999 were: Mr. Gyenes, $76,274; Mr. Kane, $38,383; Mr. Foy, $76,467; and Mr. Fiore, $38,157. (3) Mr. Gyenes became President and Chief Executive Officer on April 1, 1997. SEVERANCE ARRANGEMENTS ON CHANGE-IN-CONTROL The Company has a policy providing that each of its executive officers will, upon termination of their employment within one year following a change-in-control of the Company, be entitled to severance compensation equal to one year's salary (two years' in the case of the Chief Executive Officer and founders) and any applicable planned discretionary bonus. This does not include voluntary termination or termination for cause. 2 3 OPTION EXERCISE AND YEAR-END VALUE TABLE The following option exercise and year-end value table sets forth information regarding the exercise of stock options by the named executive officers during the fiscal year ended December 31, 1999 and the number and unrealized value or spread (the difference between the exercise price and the market value) of unexercised options held by such officers on December 31, 1999. All of such options were then exercisable, but some of the underlying shares were subject to vesting over a five year period, subject to acceleration upon certain change of control events. The table does not include shares purchased under the employee stock purchase plan, which is described in the related section below.
SHARES UNDER UNEXERCISED VALUE OF UNEXERCISED IN THE MONEY SHARES OPTIONS AT FISCAL YEAR END(#) OPTIONS AT FISCAL YEAR END($) ACQUIRED ON VALUE ---------------------------- ------------------------------------- NAME EXERCISE REALIZED VESTED UNVESTED TOTAL VESTED UNVESTED TOTAL ---- ----------- ---------- ------- -------- ------- ---------- ---------- ----------- Peter Gyenes.............. 81,529 $1,488,845 202,221 316,250 518,471 $5,772,912 $8,782,969 $14,555,881 Charles F. Kane........... 25,000 431,661 72,917 57,083 130,000 2,236,781 1,494,313 3,731,094 Cornelius P. McMullan..... -- -- 75,000 75,000 150,000 2,306,249 2,118,751 4,425,000 James D. Foy.............. -- -- 92,329 73,200 165,529 2,841,364 1,990,222 4,831,585 Peter L. Fiore............ 18,933 323,530 69,048 67,853 136,901 1,961,136 1,784,615 3,745,751
DIRECTOR COMPENSATION Each director who is not also an employee of the company is paid a quarterly fee of $4,000. Such directors are also paid $1,000 for each Board meeting and $500 for each committee meeting attended. Directors also are reimbursed for traveling costs and other out-of-pocket expenses incurred in connection with meeting attendance. Under the Company's 1991 Director Stock Option Plan, each non-employee director is automatically entitled to receive upon first joining the Board an option for the purchase of 15,000 shares of the Company's common stock and on January 31 of each year thereafter an option for the purchase of 10,000 shares, in each case exercisable, subject to a three year vesting period, with acceleration upon certain change-in-control events, at a price per share equal to fair market value at the date of grant. 3 4 BOARD COMPENSATION COMMITTEE REPORT The overall policy for compensating executive officers has been based upon the following three principles: 1. Aggregate compensation should be sufficiently competitive within the software industry to retain and, when necessary, attract executives capable of leading the Company. 2. The executive officers of the Company, other than the Chief Executive Officer, should function and succeed as a team and, therefore, there should not be significant differences in compensation among those officers. 3. A significant portion of aggregate compensation opportunity should depend upon the achievement of Company goals. The main components of the Company's executive compensation program are salary, bonuses and stock options. Executives are also eligible to participate in various benefit programs provided to all full time employees, including 401(k) and employee stock purchase plans. In addition, there is a split-dollar life insurance program for executive officers. Salary and Bonuses. The committee's objective has been to fix levels of salary plus bonus opportunity for executive officers at the average levels for comparable companies within the software industry. Based upon review of various surveys of compensation within the industry, the committee believes that this objective has generally been achieved. Because one of the Company's overall principles for compensating executive officers, other than the Chief Executive Officer, has been that there should not be significant differences in compensation among those officers, the Committee's comparison of the Company's compensation levels with those of other companies has been done on an aggregate rather than position by position basis. Executive salaries have been fixed based upon subjective consideration of several factors, principally including salary levels of comparable companies in the industry. Each of the executives has been paid a similar salary, except for the Chief Executive Officer (see discussion below). At the beginning of each year, the committee establishes a bonus opportunity for key employees, other than sales and sales support personnel who receive commissions and bonuses based upon sales. The 1999 bonus plan for executive officers provided for bonuses based upon the Company's achievement of certain earnings per share as well as the contribution of the executives, in the judgement of the Committee, to the Company's performance during the year. Stock Options. The committee believes that equity ownership by executive officers, as well as by other employees, provides an important long-term incentive for retention and team-oriented performance. Executive officers, as well as other employees of the Company, have historically been given, at the time of initial hiring, an equity ownership opportunity in the form of stock options. Such equity has generally been subject to vesting over several years. From time to time executive officers and other employees have been given additional stock options, most recently in 1998. No stock options were granted to executive officers in 1999. Chief Executive Officer's Compensation. Mr. Gyenes' base salary during 1999 represented an increase of approximately 17% over his rate of salary as CEO in 1998. The increase was based upon his performance as CEO during 1998 and was determined to be appropriate based upon levels of CEO salaries for comparable companies in the software industry. His bonus for 1999 was determined in accordance with the 1999 bonus plan for executive officers and on his role in initiating and negotiating the agreement of merger with Informix Corporation. Compensation Not Qualifying for Tax Deductibility. Section 162(m) of the Internal Revenue Code provides in general that compensation to some individual executive officers during any year in excess of $1 million is not deductible by a public company. The committee believes that, given the general range of salaries and bonuses for executive officers of the Company and the nature of the options generally held by them (some options do not result in income which is includable in the amounts which are non-deductible), the $1 million threshold of Section 162(m) will not be reached by any executive officer of the Company in the foreseeable future. Accordingly, the committee has not considered what its policy regarding compensation not qualifying for federal tax deductibility might be at such time, if ever, as that threshold is within range of any executive officer. Compensation Committee Robert G. Claussen Martin T. Hart 4 5 COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN The following performance graph assumes an investment of $100 on December 31, 1994 and compares the change to December 31, 1995, 1996, 1997, 1998 and 1999 in the market price of the Company's common stock with a broad market index (S&P 500) and an industry index (S&P Computer Software & Services). The Company paid no dividends during the periods shown. The performance of the indexes is shown on a total return (dividend reinvestment) basis. The graph lines merely connect the prices on the dates indicated and do not reflect fluctuations between these dates.
MEASUREMENT PERIOD ARDENT S&P SOFTWARE & (FISCAL YEAR COVERED) SOFTWARE, INC. S&P 500 SERVICES - --------------------- ------------- ------- -------------- 12/31/94 100 100 100 12/31/95 53 138 141 12/31/96 42 169 218 12/31/97 45 226 304 12/31/98 130 290 551 12/31/99 220 351 1,020
The Compensation Committee Report and the Comparison of Cumulative Total Stockholder Return above shall not be deemed to be "soliciting material" or incorporated by reference into any of the Company's filings with the SEC. ITEM 7. FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable. (b) PRO FORMA FINANCIAL INFORMATION. Not applicable. 5 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARDENT SOFTWARE, INC. Date: January 20, 2000 By: /s/ Peter Gyenes ---------------------------------- Peter Gyenes Chief Executive Officer, President and Chairman of the Board 6 -----END PRIVACY-ENHANCED MESSAGE-----