-----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, Viq1CW6H8ZhVg3vtBQnvUymcb4kAcovkbJH6GyCYmNmB8G+dYzJ12mVON4DZ510/ gKCpkRhME9WKGbQvFE/lMA== 0001001746-03-000019.txt : 20030806 0001001746-03-000019.hdr.sgml : 20030806 20030806103811 ACCESSION NUMBER: 0001001746-03-000019 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030806 FILED AS OF DATE: 20030806 EFFECTIVENESS DATE: 20030806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATARAM CORP CENTRAL INDEX KEY: 0000027093 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 221831409 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08266 FILM NUMBER: 03825271 BUSINESS ADDRESS: STREET 1: P O BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543 BUSINESS PHONE: 6097990071 MAIL ADDRESS: STREET 1: PO BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543 DEF 14A 1 proxy.txt PROXY STATEMENT FOR MEETING OF SEPTEMBER 17, 2003 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 17, 2003 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 Wednesday, September 17, 2003 at 2:00 p.m., for the following purposes: (1) To elect five (5) 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, 2004 (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 1st day of August 2003 are entitled to notice of and to vote at this meeting. By order of the Board of Directors Thomas J. Bitar, Secretary August 11, 2003 The Company's 2003 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 17, 2003 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 Wednesday, September 17, 2003 at 2:00 p.m. The close of business on August 1, 2003 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 11, 2003. VOTING RIGHTS On August 1, 2003 there were outstanding and entitled to vote 8,497,219 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, exercisable in person or by proxy, for each share of Common Stock owned on the record date. 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 in the proxy, the shares will be voted as directed. With respect to each 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 to be voted upon. With respect to the election of directors; they are elected by a plurality of the number of votes cast. 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 60 Chairman of the Board of Directors, President and Chief Executive Officer Lars Marcher 41 Executive Vice President and Chief Operating Officer Jeffrey H. Duncan 53 Vice President - Manufacturing and Engineering Mark E. Maddocks 51 Vice President - Finance and Chief Financial Officer Hugh F. Tucker 50 Vice President - Sales Mark R. Bresky 55 Vice President - Information Technology Anthony M. Lougee 42 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. Lars Marcher has been employed by the Company as Vice President since September of 2001. Prior to that and since March 2001, he was President of Dataram International which was formed when the Company acquired certain assets of Memory Card Technology A/S. Prior to the acquisition, Mr. Marcher had joined Memory Card Technology A/S in 1998 as its Vice President-Sales and Marketing and assumed the duties of its Chief Executive Officer in 2000. Prior to that Mr. Marcher was employed as Director of Marketing for Apple Computer, Australia. 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. Hugh F. Tucker has been employed by the Company since 1983, initially as Western Regional Sales Manager. In 1995 he became Director of Sales and Marketing. Since 1996 he has served as Vice President-Sales. Mark R. Bresky has been employed by the Company since 1992, initially as Manager of Information Technology. In 1995 he became Director of Information Technology. Since June of 2000 he has served as Vice President-Information Technology. 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 Five (5) 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 five (5) 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 60 Richard Holzman 69 Thomas A. Majewski 51 Bernard L. Riley 73 Roger C. Cady 65 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. Richard Holzman has been retired since August of 1995. From January of 1994 until August of 1995, he had 2 been Vice-President of Optika Imaging Systems. Prior to that, he had served as President of Teamworks Technologies, Inc., a software development company. Mr. Holzman has been a Director since 1978. 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 December of 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. Roger C. Cady is a founder and principal of Arcadia Associates, a strategic consulting and mergers and acquisitions advisory firm. Prior to that he was employed as Vice President of Business Development for Dynatech Corporation, a diversified communications equipment manufacturer. 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. 3 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 eleven directors and executive officers collectively, as of August 1, 2003. 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 1,144,968 (2) 13.0% Richard Holzman 36,380 (3) * Thomas A. Majewski 65,250 (3) * Bernard L. Riley 26,000 (3) * Roger C. Cady 80,700 (3) * Lars Marcher 44,100 (4) * Jeffrey H. Duncan 232,724 (5) 2.7% Mark E. Maddocks 185,348 (6) 2.2% Hugh F. Tucker 202,755 (7) 2.4% Directors and 2,067,106 (8) 22.2% executive officers as a group (11 persons) Fidelity Low Priced 853,800 (9) 10.0% Stock Fund ________________ (1) On August 1, 2003, 8,497,219 shares were outstanding. (2) Of this amount, 17,100 shares are held by Mr. Tarantino's wife and 306,400 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, 16,000 shares may be acquired by the exercise of options held. (4) Of this amount, 44,100 shares may be acquired by the exercise of options held. (5) Of this amount, 229,100 shares may be acquired by the exercise of options held. (6) Of this amount, 6,000 shares are held by Mr. Maddocks' wife and 61,050 shares may be acquired by the exercise of options held. (7) Of this amount, 58,100 shares may be acquired by the exercise of options held. (8) Of this amount, 731,650 shares may be acquired by the exercise of options held by executive officers, and 64,000 shares may be acquired by exercise of options held by outside directors. (9) As reported in a Schedule 13G filed January 10, 2002. This fund is advised by Fidelity Management and Research Corp. which is controlled by FMR Corp. whose principal shareholders are Edward R. Johnson, 3rd and Abagail P. Johnson, all of whom have been deemed to have the sole power to dispose of the Fund's shares. Each has an address at 82 Devonshire Street, Boston MA 02109. * Less than 1%. 4 EXECUTIVE COMPENSATION The following table sets forth the compensation paid for the fiscal years ended April 30, 2001, 2002 and 2003 to the Company's Chief Executive Officer and the next four most highly compensated executive 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 2003 307,800 0 -- 12,800 11,000 Chairman of the Board, 2002 307,800 0 -- 12,800 17,800 President and Chief 2001 310,050 160,000 -- -- 17,510 Executive Officer Lars Marcher 2003 227,400 0 -- 8,200 4,419 Executive Vice President 2002 211,000 0 -- 8,200 0 and Chief Operating Officer 2001 24,346 0 -- 100,000 0 Jeffrey H. Duncan 2003 186,888 0 -- 8,200 10,539 Vice President - Manu- 2002 186,888 0 -- 8,200 10,745 facturing and Engineering 2001 189,138 70,000 -- -- 10,578 Mark E. Maddocks 2003 189,176 0 -- 8,200 10,883 Vice President - Finance, 2002 189,176 0 -- 10,000 10,883 Chief Financial Officer 2001 191,426 70,000 -- -- 10,598 Hugh F. Tucker 2003 204,360 0 -- 8,200 11,624 Vice President - Sales 2002 204,360 0 -- 8,200 11,794 2001 206,610 70,000 -- -- 11,600 ___________________ (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.
Option Grants in the Last Fiscal Year Exercise Expiration Name Number %(1) Price Date 5%($)(2) 10%($)(2) ____ ______ ____ _______ __________ ________ _________ Robert V. Tarantino 12,800 8.2 2.99 09/18/12 24,069 60,996 Lars Marcher 8,200 5.2 2.99 09/18/12 15,419 39,075 Jeffrey H. Duncan 8,200 5.2 2.99 09/18/12 15,419 39,075 Mark E. Maddocks 8,200 5.2 2.99 09/18/12 15,419 39,075 Hugh F. Tucker 8,200 5.2 2.99 09/18/12 15,419 39,075 ___________________ (1) Percent of total granted to employees (2) Potential realized value at assumed annual rates of stock price appreciation for option term.
5 The following table provides information concerning stock option exercises by named executive officers during the fiscal year ended April 30, 2003 and the number and value of the named executive officers' unexercised options at fiscal year end: Option Exercises and Values at April 30, 2003 Value of Unexercised Number of In-the-Money Options at Options at April 30, 2003 April 30, 2003 ______________ ______________ Shares acquired Value Exercisable/ Exercisable/ Name on exercise Received Unexercisable Unexercisable ($) ____ ___________ _________ _____________ _________________ Robert V. Tarantino -- -- 303,200 0 22,400 0 Lars Marcher -- -- 42,050 0 74,350 0 Jeffrey H. Duncan 150,000 51,750 227,050 14,063 14,350 0 Mark E. Maddocks -- -- 59,500 8,813 15,700 0 Hugh F. Tucker -- -- 56,050 10,125 14,350 0
Equity Compensation Plan Information 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 compensation plans (excluding securities reflected in column (a)) (a) (b) (c) ______________________ _______________________ ____________________ _____________________ Equity compensation plans approved by security holders 1,415,350 4.698 1,465,800 Equity compensation plans not approved 100,000 (1) 9.875 0 by security holders Total 1,515,350 5.040 1,465,800 (1) Includes options granted to an employee of the Company as an inducement to enter into an Employment Agreement with the Company as part of the MCT 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: 4/98 4/99 4/00 4/01 4/02 4/03 ____ ____ ____ ____ ____ ____ Dataram 100 124 520 233 183 63 Peer Group** 100 122 134 117 102 88 S&P 500 100 97 69 65 66 66] *$100 invested on 4/30/98 in stock or index including reinvestment of dividends. Fiscal year ending April 30. **Standard Industrial Code Peer Group includes the following companies: Ciprico, Inc.; Constellation 3D Inc.; Dot Hill Systems Corp; Dataram Corp.; Drexler Technology Corp.; Exabyte Corp.; Iomega Corp.; Komag Inc.; M Sys Flash Disk Pioneers Ltd.; MTI Technology Corp.; Network Engines, Inc.; Overland Data, Inc.; Procom Technology, Inc.; Simpletech, Inc.; Storage Computer Corp.; and Western Digital Corp. Employment Agreement. As of May 1, 1997, Robert V. Tarantino entered into an Employment Agreement with the Company. The Employment Agreement was scheduled to expire on April 30, 2002. This agreement has been extended to April 30, 2004. If not terminated at that time it continues on a year to year basis until terminated by one of the parties. It provides for a current base compensation of $300,000 subject to annual review by the Board of Directors. In addition Mr. Tarantino 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 and Stock Option Committee of the Board of Directors on Executive Compensation-Bonuses"). The Employment Agreement may be terminated by the Company for cause and expires upon the death, or six months after the onset of the disability, of the executive. In the event of termination within a year of a change of control, Mr. Tarantino is entitled to damages for the breach of the Employment Agreement or, if greater, one year's base salary at the current rate plus one year's bonus determined by averaging the bonus paid in each of the three preceding years. The Employment Agreement contains terms concerning confidentiality, assignment and disclosure of inventions and post-employment restrictions on competition. 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. REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION The Company's compensation policies applicable to its executive officers are administered by the Compensation and Stock Option Committee (the "Committee") of the Board of Directors. All members of the Committee are non- employee 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 (compiled by the American Electronics Association) and determined the base salary for the President and Chief Executive Officer, Robert V. Tarantino. Base salaries for other executive officers for the fiscal year ended April 30, 2003 were determined by the President and Chief Executive Officer. Bonuses Annually, the Committee reviews and gives final approval for a bonus plan for the President and 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 2003, 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 stockholder approved option plan at an exercise price equal to the market price of the Common Stock at the date of grant. If at an option's expiration date there has been no appreciation in the market price for the Company's Common Stock, the option will not then have any value. Grants are made to executive officers based on salary, responsibility and performance of the individual offi 8 cer. 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 ten-year option with a deferred vesting provision of four to five years. Compensation and Stock Option Committee Richard Holzman 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. 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, 2004. 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 fiscal year ended April 30, 2003 by the Company's independent accounting firm, KPMG LLP: Audit Fees $ 121,000 Financial Information Systems Design and Implementation Fees 0 All Other Fees Audit related fees(a) 11,000 Other non-audit services (b) 41,000 _______ Total all other fees $ 52,000 (a) Consists of the audit of the financial statements of the Company's employee benefit plan. (b) Other non-audit fees consisted of tax compliance and certain tax advisory services. REPORT OF THE AUDIT COMMITTEE It is the policy of the Company, to require pre-approval by the Audit Committee of all non-audit services performed by the Company's independent accountants. 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 meet- 9 ing. As this is a new policy, none of the non-audit fees incurred during the past fiscal year were expressly approved on by the Committee. The Audit Committee has reviewed and discussed the Company's audited financial statements for the fiscal year ended April 30, 2003, 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, 2003 for filing with the Securities and Exchange Commission. Audit Committee Thomas A. Majewski, Chairman Richard Holzman Bernard L. Riley Roger 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 2004 ANNUAL MEETING Any shareholder wishing to present a proposal which is intended to be presented at the 2004 Annual Meeting of Shareholders should submit such proposal to the Company at its principal executive offices no later than March 31, 2004. It is suggested that any proposals be sent by certified mail, return receipt requested. BOARD OF DIRECTORS The Board of Directors of the Company met five times during the last fiscal year. The Board of Directors has a standing Audit Committee established in accordance with Section 3(w)(68)(A) of the Securities Exchange Act of 1934, as amended, whose members are Richard Holzman, 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 revised written charter for the Audit Committee which was attached as an exhibit to the 2001 Proxy Statement. Each member of the Audit Committee is "independent" within the meaning of Rule 4200(a)(15) of the National Association of Securities Dealers Listing Standards. Mr. Riley is considered a "financial expert" within the meaning of that rule and Item 401(i) 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 and review of internal controls and procedures. 10 The Board of Directors has a standing Compensation and Stock Option Committee whose members are Richard Holzman, Thomas A. Majewski, Roger C. Cady and Bernard L. Riley. This Committee met two times during the past fiscal year. The principal functions of the Compensation and Stock Option 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 Robert Tarantino, Richard Holzman, 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. 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 2003 Mr. Holzman, Mr. Riley, Mr. Cady and Mr. Majewski each received ten year options to purchase 8,000 shares (adjusted for Common Stock splits) of the Common Stock of the Company at $2.99, the fair market value of the Common Stock at the date of grant. Of all of these options, 100% are exercisable on the anniversary date of grant. SECTION 16(a) 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 2003 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, 2003, 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. 11 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 Wednesday, September 17, 2003 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) Richard Holzman ____ Robert V. Tarantino ____ Thomas A. Majewski ____ Bernard L. Riley ____ Roger C. Cady ____ 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, 2004. (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 2003 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----