-----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, HXEvJxvd4wX2Sgj0qMhHFnJLeQ2woRRHx4lqRaU0ujsVUfbhYH3JWL7Tlbaip9MX NlIxws2viI8VyUG8UKspAg== 0001001746-99-000042.txt : 19990809 0001001746-99-000042.hdr.sgml : 19990809 ACCESSION NUMBER: 0001001746-99-000042 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990802 FILED AS OF DATE: 19990802 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: SEC FILE NUMBER: 001-08266 FILM NUMBER: 99675904 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 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 _240.14a-11(c) or _240.14a-12 DATARAM CORP. (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 8, 1999 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 8, 1999 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, 2000. (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 23rd day of July 1999 are entitled to notice of and to vote at this meeting. By order of the Board of Directors Thomas J. Bitar, Secretary August 2, 1999 The Company's 1999 Annual Report is Enclosed. PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED. 1 [LOGO] DATARAM CORPORATION PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS SEPTEMBER 8, 1999 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 8, 1999 at 2:00 p.m. The close of business on July 23, 1999 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 3, 1999. VOTING RIGHTS On July 23, 1999, there were outstanding and entitled to vote 5,237,110 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 or election. Abstentions will be counted as votes cast, but 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 where such instruction is given. 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 56 Chairman of the Board of Directors, President and Chief Executive Officer Jeffrey H. Duncan 49 Vice President - Manufacturing and Engineering Mark E. Maddocks 47 Vice President - Finance and Chief Financial Officer Hugh F. Tucker 46 Vice President - Sales Julius (Jay) Litus Jr. 57 Vice President - Business Development Robert V. Tarantino has been employed by the Company since 1970. He has served as President and Chief Executive Officer since 1986. In 1998, he was elected Chairman of the Board of Directors. Jeffrey H. Duncan has been employed by the Company since 1974. In 1990, he became Vice President-Engineering. Since 1995, he served as Vice President - Manufacturing and Engineering. Mark E. Maddocks has been employed by the Company since 1978. In 1986 he became Controller. Since 1996 he has served as Vice President - Finance and Chief Financial Officer. 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. Jay Litus joined the Company in December 1998 as Vice President - Business Development. Prior to joining the Company, his business career included over fifteen years of experience in senior sales and marketing management positions with Toshiba and most recently, AT&T Microelectronics. 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 56 Richard Holzman 65 Thomas A. Majewski 47 Bernard L. Riley 69 Roger C. Cady 61 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 been Vice-President of Optika Imaging Systems. Prior to that, and for more than five years, 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. 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, and all directors and executive officers collectively, as of July 23, 1999. 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 Director Amount and Percent or Number of Nature of of Persons in Group Beneficial Ownership Class(1) ___________________ ____________________ ________ Robert V. Tarantino 768,256(2) 14.0% Richard Holzman 47,920(3) * Thomas A. Majewski 36,000(3) * Bernard L. Riley 45,000(3) * Roger C. Cady 45,000(4) * Directors and 1,327,794(5) 22.4% executive officers as a group (9 persons) James R. Levitas 306,300(6) 5.8% Dimensional Fund Advisors, Inc. 281,800(7) 5.4% Oak Forest Investment Management, Inc. 357,200(8) 6.8% ________ (1) On July 23, 1999, 5,237,110 shares were outstanding. (2) Of this amount, 11,400 shares are held by Mr. Tarantino's wife and 240,000 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, 30,000 shares may be acquired by the exercise of options held. (4) Of this amount, 15,000 shares may be acquired by the exercise of options held. (5) Of this amount, 594,000 shares may be acquired by the exercise of options held by executive officers under the Company's incentive and non-statutory stock option plan, and 105,000 shares may be acquired by exercise of options held by outside directors. (6) As reported in a filing with the Securities and Exchange Commission on Schedule 13D on July 30, 1999 Mr. Levitas has investment discretion over 306,300 shares held by LEVCO Partners, L.P. and in managed accounts over which Mr. Levitas has investment discretion. Mr. Levitas reports his address as being Levitas & Company, 230 Park Avenue, Suite 1549, New York, New York 10169. (7) As reported in a filing with the Securities and Exchange Commission on Schedule 13G on February 11, 1999 Dimensional Fund Advisors, Inc. has investment discretion over 281,800 shares. Dimensional Fund Advisors, Inc. reports their address as being 1299 Ocean Avenue, 11TH Floor, Santa Monica, California 90401. (8) As reported in a filing with the Securities and Exchange Commission on Schedule 13G on February 11, 1999 Oak Forest Investment Management, Inc. has investment discretion over 357,200 shares. Oak Forest Investment Management, Inc. reports their address as being 6701 Democracy Boulevard, Suite 402, Bethesda, Maryland 20817. * Less than 1%. EXECUTIVE COMPENSATION The following table sets forth the compensation paid for the fiscal years ended April 30, 1997, 1998 and 1999 to the Company's Chief Executive Officer and three executive officers. Summary Compensation Table Annual Compensation Long Term Compensation ___________________________ ______________________ Other Name and Annual Stock Other Principal Fiscal Compen- Options Compen- Position(1) Year Salary Bonus sation Awarded sation(2) ___________ _____ _______ ______ ______ _______ _________ Robert V. Tarantino 1999 274,800 198,750 -- -- 15,885 Chairman of the Board, 1998 261,050 91,033 -- 200,000 15,105 President and Chief 1997 249,050 180,000 -- -- 14,400 Executive Officer Jeffrey H. Duncan 1999 173,800 82,000 -- -- 9,831 Vice President - Manu- 1998 164,925 53,938 -- 100,000 9,340 facturing and Engineering 1997 154,550 58,000 -- 50,000 8,700 Mark E. Maddocks 1999 169,800 80,000 -- -- 5,539 Vice President - Finance, 1998 159,550 52,423 -- 20,000 -- Chief Financial Officer 1997 149,050 56,000 -- 50,000 4,846 Hugh F. Tucker 1999 189,800 90,000 -- -- 7,677 Vice President - Sales 1998 182,300 56,835 -- -- 10,385 1997 174,050 82,000 -- 90,000 7,425 ________ (1) No other executive officer had annual compensation in excess of $100,000 in fiscal 1999. (2) Payments by the Company to a plan trustee under the Company's Savings and Investment Retirement Plan, a 401(k) plan. The Company does not have a pension plan.
There were no options granted to executive officers during the fiscal year ended April 30, 1999. The following table provides information concerning option exercises by named executive officers during the fiscal year ended April 30, 1999 and the number and value of the named executive officers' unexercised options at fiscal year ended April 30, 1999: Option Exercises and Values at April 30, 1999 Value of Unexercised Number of In-the-Money Options at Options at April 30, 1999 April 30, 1999 ______________ ______________ Shares acquired Value Exercisable/ Exercisable/ Name on exercise Received Unexercisable Unexercisable ($) ____ ___________ _________ _____________ _________________ Robert V. Tarantino -- -- 240,000 888,750 160,000 505,000 Mark E. Maddocks -- -- 92,000 359,000 78,000 295,688 Jeffrey H. Duncan -- -- 140,000 522,500 110,000 369,688 Hugh F. Tucker -- -- 72,000 313,875 78,000 326,438
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: 4/94 4/95 4/96 4/97 4/98 4/99 ____ ____ ____ ____ ____ ____ Dataram 100 99 119 175 239 295 Peer Group** 100 86 123 176 164 75 S&P 500 100 117 153 191 270 329] * $100 invested on 4/30/94 in stock or index including reinvestment of dividends, fiscal year ending April 30. Standard Industrial Code Peer Group includes the following companies: Access Solutions Intl., Inc.; Andataco, Inc.; Artecon, Inc.; Box Hill Systems Corp; Dataram Corp.; Disc, Inc.; Drexler Technology Corp.; Exabyte Corp.; HMT Technology Corp.; Intevac, Inc.; Merge Technologies, Inc.; MTI Technology Corp.; Overland Data, Inc.; Pinnacle Micro Inc.; Procom Technology, Inc.; Smart Modular Corporation; Tanisys Technology, Inc.; 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 is scheduled to expire on April 30, 2002. 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 $275,000 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 plus three months additional salary at the then current rate for each year of the Agreement in which the pre-tax operating profits shall have exceeded 110% of the greater of the prior year's actual pre-tax operating profit or a minimum base pre-tax operating profit. 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, 1999 were determined by the President and Chief Executive Officer. Bonuses The Committee reviewed and gave final approval for a bonus plan for the President and Chief Executive Officer and for other executive officers. This bonus plan, similar to plans adopted in prior years, is based on a distribution of a percentage (approximately 5% this year) of pre-tax operating profits based on meeting or exceeding stated objectives. 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 there is no appreciation in the market price for the Company's Common Stock, the options are valueless. Grants are made to executive officers based on salary, responsibility and performance of the individual officer. The Committee believes that options are important to better align the financial interests of executive officers with those of shareholders in general. Each option granted was a ten-year option with a deferred vesting provision of five years. Compensation and Stock Option Committee Richard Holzman Thomas A. Majewski Roger C. Cady Bernard L. Riley INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors has selected KPMG LLP as the independent certified public accountants to the Company for the fiscal year ending April 30, 2000. 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 the Board's selection of KPMG LLP, the Board 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. 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 2000 ANNUAL MEETING Any shareholder wishing to present a proposal which is intended to be presented at the 2000 Annual Meeting of Shareholders should submit such proposal to the Company at its principal executive offices no later than March 31, 2000. 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 whose members are Richard Holzman, Thomas A. Majewski, Bernard L. Riley and Roger C. Cady. This Committee met once during the last fiscal year. 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 control procedures. 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 once 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 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 $5,000. During fiscal 1998 Mr. Holzman, Mr. Riley and Mr. Majewski each received five year options to purchase 60,000 shares of the Common Stock of the Company at $4.22, the fair market value of the Common Stock at the date of grant. Upon his election to the Board in 1996, Mr. Cady received options to purchase 60,000 shares of the common stock of the Company at $3.47 per share, the fair market price at the date of grant. Of all of these options, 25% were first exercisable on the date of grant and 25% more are first exercisable on each succeeding anniversary date until the option is fully exercisable. 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 monthly 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 1999 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, 1999, including the financial statements and schedules but without exhibits, 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. 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 8, 1999 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 approval of KPMG LLP to be the independent auditors of the Company for the fiscal year ending April 30, 2000. (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 1999 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----