-----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, JTNaFrYMlO0f4lj2ftC8DS+ZUVK/Q/WcCN/aMZO6UfJIwg6elEb5eiAP+fvjemnu jmb4nRzFOz4c57551vt8OQ== 0000950109-97-007411.txt : 19971211 0000950109-97-007411.hdr.sgml : 19971211 ACCESSION NUMBER: 0000950109-97-007411 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971210 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROJECT SOFTWARE & DEVELOPMENT INC CENTRAL INDEX KEY: 0000920354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042448516 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43849 FILM NUMBER: 97735711 BUSINESS ADDRESS: STREET 1: 20 UNIVERSITY RD CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6176611444 MAIL ADDRESS: STREET 1: 20 UNIVERSITY RD CITY: CAMBRIDGE STATE: MA ZIP: 02138 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANIELS ROBERT L CENTRAL INDEX KEY: 0000948839 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O PROJECT SOFTWARE & DEVELOPMENT INC STREET 2: 20 UNIVERSITY ROAD CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 5083567339 MAIL ADDRESS: STREET 1: C/O PROJECT SOFTWARD & DEVELOPMENT INC STREET 2: 20 UNIVERSITY ROAD CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 PROJECT SOFTWARE & DEVELOPMENT, INC. ------------------------------------ (Name of Issuer) Common Stock, $0.01 par value per share --------------------------------------- (Title of Class of Securities) 743 39P 101 ----------- (CUSIP Number) Robert L. Daniels, 20 University Road ------------------------------------- Cambridge, Massachusetts 02138 (617-354-1006) --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 10, 1997 --------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / / (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 743 39P 101 Page 2 of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alan L. Stanzler, as Trustee of the (a) Kenneth L. Daniels Irrevocable Trust, (b) Gregory J. Daniels Irrevocable Trust and (c) Marc D. Daniels Irrevocable Trust. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts Number of shares 7 SOLE VOTING POWER 120,000 (of which 37,500 shares are held in the Kenneth L. Daniels Irrevocable Trust; 45,000 shares are held in the Gregory J. Daniels Irrevocable Trust; and 37,500 are held in the Marc D. Daniels Irrevocable Trust). Beneficially 8 SHARED VOTING POWER Owned by None Each Reporting 9 SOLE DISPOSITIVE POWER Person 120,000 with 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 143,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] Mr. Stanzler disclaims beneficial ownership of shares held by Robert Daniels individually and as Trustee of the 1996 Daniels Voting Trust and shares held by Susan H. Daniels. 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14 TYPE OF REPORTING PERSON 00 SCHEDULE 13D CUSIP No. 743 39P 101 Page 3 of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alan L. Stanzler, individually 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7 SOLE VOTING POWER Number of Shares None Beneficially Owned by 8 SHARED VOTING POWER Each Reporting None Person with 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 143,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] Mr. Stanzler disclaims beneficial ownership of shares held by Robert Daniels individually and as trustee of the 1996 Daniels Voting Trust and shares held by Susan H. Daniels. 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 743 39P 101 Page 4 of 20 Pages This Amendment is being filed to report the addition of Alan L. Stanzler as a Reporting Person and to update certain information contained in Item 4. Item 2. Identity and Background. Item 2 is hereby amended to add the ----------------------- following: (a) Alan L. Stanzler has consented to be named as a nominee for election as a director of the Issuer at its next Annual Meeting of Stockholders ("Meeting") scheduled for February 10, 1998. As such Mr. Stanzler may be deemed a member of the group with Robert L. Daniels and Susan H. Daniels. (b) Mr. Stanzler's business address is One Boston Place, Boston, MA 02108. (c) Mr. Stanzler is a member of the law firm of Davis, Malm & D'Agostine, One Boston Place, Boston, MA 02108. (d) During the last five years, Mr. Stanzler has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, Mr. Stanzler has not been party to a civil proceeding of a judicial or administrative body and as a result of such proceeding was or is the subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Stanzler is a United States citizen. Item 3. Amount and Source of Funds. Item 3 is hereby amended to add the -------------------------- following: Mr. Stanzler is Trustee of three irrevocable trusts (the "Trusts") for the benefit of the children of Robert and Susan Daniels. Such Trusts own an aggregate of 120,000 shares of the Issuer's common stock. Robert L. Daniels contributed such shares to the Trusts. SCHEDULE 13D CUSIP No. 743 39P 101 Page 5 of 20 Pages Items 4. Purpose of the Transaction. Item 4 is hereby amended to add the -------------------------- following: On December 9, 1997, Mr. Daniels delivered notice, pursuant to the Issuer's by-laws, of his nomination of Mr. Stanzler for election as director at the Meeting. Mr. Daniels and Mr. Stanzler intend to solicit proxies in support of Mr. Stanzler's nomination. Upon election as a director, Mr. Stanzler intends to support Mr. Daniels' efforts to seek purchasers of the Company at a price above current market prices. The Reporting Persons intend to review their investment in the Issuer on a continuing basis, and reserve the right to take such action with respect to such investment as each deems appropriate in light of the circumstances existing from time to time. Item 5. Securities Beneficially Owned. Item 5 is hereby amended to add ----------------------------- the following: (a) Mr. Stanzler beneficially owns (within the definition of Rule 13-d 3 of the Securities Exchange Act of 1934), 143,000 shares of the Company's common stock (representing 1.5% of the outstanding Common Stock of the Issuer based on the number of shares outstanding as of July 31, 1997 (9,842,383) as reported in the Issuer's Form 10-Q for the quarter ended June 30, 1997) including 37,500, 45,000 and 37,500, respectively as Trustee of The Kenneth L. Daniels Irrevocable Trust, The Gregory J. Daniels Irrevocable Trust and The Marc D. Daniels Irrevocable Trust; 9,000 shares underlying options granted under the Company's 1994 Stock Option Plan; Stock Appreciation Rights with respect to 14,000 shares granted by Robert L. Daniels exercisable for five years from December 8, 1997 at $20.00 per share. (b) Mr. Stanzler has the sole power to vote and dispose of the Shares referred to in subparagraph (a), except for the 9,000 shares underlying options granted under the Company's 1994 Stock Option Plan and the Stock Appreciation Rights with respect to 14,000 shares granted by Mr. Daniels. (c) Mr. Stanzler has not engaged in any transaction in the Issuer's securities in the past 60 days other than receipt of the Stock Appreciation Right described in Item 6 and termination of the prior option. (d) Mr. Stanzler disclaims any beneficial interest in shares held by Mr. Daniels individually or in his capacity as Trustee of the 1996 Daniels Voting Trust, and in shares held by Ms. Daniels. SCHEDULE 13D CUSIP No. 743 39P 101 Page 6 of 20 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with ------------------------------------------------------------- Respect to the Issuer's Securities. Item 6 is amended to add the following: - ---------------------------------- On December 8, 1997, Robert L. Daniels (i) granted Alan L. Stanzler Stock Appreciation Rights ("SAR") with respect to 14,000 shares of the Issuer's common stock, exercisable for five years at $20 per share, and (ii) agreed to indemnify Mr. Stanzler against certain losses (as defined in the indemnification agreement) and to reimburse him for certain expenses incurred in connection with his nomination for election as a director of the Issuer. The SAR agreement and indemnification agreement are filed herewith as exhibits and are incorporated herein by reference. On December 8, 1997, Mr. Stanzler consented to (i) being a director of the Issuer, (ii) being named in a proxy statement for that purpose, and (iii) to serving as a director of the Issuer when elected. Item 7. Materials to be Filed as Exhibits. Item 7 is hereby amended to --------------------------------- add the following: Exhibit 3. Option Agreement dated October 2, 1996 Exhibit 4. Stock Appreciation Rights Agreement dated December 8, 1997 (supersedes Exhibit 3) Exhibit 5. Indemnification and Expense Agreements, each dated December 8, 1997 Exhibit 6. Notice of Nomination of Alan L.Stanzler, with attachments. SCHEDULE 13D CUSIP No. 743 39P 101 Page 7 of 20 Pages SIGNATURE After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement with respect to him or her is true, complete and correct. December 10, 1997 /s/ Robert L. Daniels ----------------------------- Robert L. Daniels /s/ Susan H. Daniels ------------------------------ Susan H. Daniels /s/ Alan L. Stanzler ------------------------------ Alan L. Stanzler THE 1996 DANIELS VOTING TRUST By:/s/ Robert L. Daniels ---------------------------- Robert L. Daniels, as Trustee THE KENNETH L. DANIELS IRREVOCABLE TRUST By:/s/ Alan L. Stanzler ------------------------------ Alan L. Stanzler, as Trustee THE GREGORY J. DANIELS IRREVOCABLE TRUST By:/s/ Alan L. Stanzler ------------------------------ Alan L. Stanzler, as Trustee THE MARC D. DANIELS IRREVOCABLE TRUST By:/s/ Alan L. Stanzler ------------------------------ Alan L. Stanzler, as Trustee SCHEDULE 13D CUSIP No. 743 39P 101 Page 8 of 20 Pages EXHIBIT INDEX Exhibit 3. Option Agreement dated October 2, 1996 Exhibit 4. Stock Appreciation Rights Agreement dated December 8, 1997 (supersedes Exhibit 3) Exhibit 5. Indemnification and Expense Agreements, each dated December 8, 1997 Exhibit 6. Notice of Nomination of Alan L. Stanzler, with attachments. EX-99.3 2 OPTION AGREEMENT, DATED OCT 2, 1996 SCHEDULE 13D CUSIP No. 743 39P 101 Page 9 of 20 Pages Exhibit 3 SCHEDULE 13D CUSIP No. 743 39P 101 Page 10 of 20 Pages October 2, 1996 Alan L. Stanzler, Esquire Davis, Malm & D'Agostine One Boston Place Boston, Massachusetts 02108 Dear Alan: This letter will confirm our agreement regarding the option I have granted to you to acquire 4,000 shares of the Common Stock of Project Software & Development, Inc. ("PSDI") owned by me at price of $31 per share, the closing price on August 14, 1996. The option shall be for a period of five (5) years and shall expire on August 12, 2001. During the first two (2) years of the option term, the option will take the form of a shared appreciation right ("SAR") and in the event I sell an aggregate of 400,000 or more shares of my stock of PSDI, I shall notify you of the price per share of the sale and, at your request, I shall pay to you an amount equal to the value of the SAR (4,000 times the difference between the price per share of the sale and $31). In the event the SAR is not realized within two (2) years, then you shall have the option to acquire the shares from me at $31 per share. This letter shall take effect as a sealed instrument. Sincerely yours, /s/ Robert L. Daniels Robert L. Daniels ACCEPTED AND AGREED: /s/ Alan L. Stanzler - ----------------------------- Alan L. Stanzler EX-99.4 3 STOCK APPRECIATION RIGHTS AGREEMENT SCHEDULE 13D CUSIP No. 743 39P 101 Page 11 of 20 Pages Exhibit 4 SCHEDULE 13D CUSIP No. 743 39P 101 Page 12 of 20 Pages ROBERT L. DANIELS 20 University Road Cambridge, MA 02138 December 8, 1997 Alan L. Stanzler, Esq. Davis, Malm & D'Agostine One Boston Place Boston, MA 02108 Dear Alan: This letter will confirm our agreement regarding the stock appreciation right ("SAR") I have granted to you with respect to 14,000 shares of the Common Stock of Project Software & Development, Inc. ("PSDI") owned by me. The SAR, which replaces the option I granted to you on October 2, 1996, shall be exercisable in whole or in part until the earlier of December 7, 2002 and the date on which I sell all of my PSDI shares. You may exercise your SAR with respect to any of the shares subject to this agreement by delivering to me a signed notice (the "Notice") specifying the number of shares as to which exercise is sought. I shall pay to you an amount equal to the number of shares set forth in the Notice multiplied by the difference between the Closing Price and $20 (the "Strike Price"). The Closing Price shall be the reported closing price for the shares of PSDI common stock on the day the notice is received. If there is no closing price for that day, then the closing price on the next day on which a closing price is reported shall be used. In the event that I sell all of my stock of PSDI, I shall notify you of the price per share of the sale and, at your request, I shall pay you the difference between the Closing Price on the day of the sale of my last PSDI shares and the Strike Price, multiplied by the number of shares then subject to the SAR. In the event of any stock splits or recapitalization, appropriate equitable adjustments shall be made to the number of shares and strike price subject to this SAR. Sincerely yours, /s/ Robert L. Daniels Robert L. Daniels ACCEPTED AND AGREED: /s/ Alan L. Stanzler - -------------------------- Alan L. Stanzler EX-99.5 4 INDEMNIFICATION & EXPENSE AGREEMENTS SCHEDULE 13D CUSIP No. 743 39P 101 Page 13 of 20 Pages Exhibit 5 SCHEDULE 13D CUSIP No. 743 39P 101 Page 14 of 20 Pages ROBERT L. DANIELS 20 University Road Cambridge, MA 02138 INDEMNIFICATION AGREEMENT December 8, 1997 Alan L. Stanzler 15 Beaver Pond Road Lincoln, MA 01773 Dear Alan: This letter shall set forth my agreement to indemnify you in connection with your consent to be nominated by me for election to the board of directors of Project Software & Development, Inc. (the "Issuer"). I hereby agree to indemnify and hold you harmless from and against any losses, claims, damages, liabilities, judgments or expenses ("Losses") as and when incurred by you in the defense of any action, claim, proceeding or investigation, which arises out of, or relates to your agreement to be a nominee and the contemplated proxy contest seeking your election, other than any such Losses that have been finally adjudicated by a court of competent jurisdiction to have been the result of your willful misconduct or gross negligence. If any claims are asserted against you with respect to which indemnity may be sought from me pursuant to this Agreement, you shall, within a reasonable time after receipt of notice of such claim, notify me in writing at my address set forth above, with a simultaneous copy to my counsel, Stuart L. Shapiro, Shapiro Forman & Allen, LLP, 565 Fifth Avenue, New York, NY 10017, of the assertion of such claims. Upon receipt of such notice from you I shall assume the defense of such claim, including the employment of counsel selected by me. If you shall elect, you shall have the right to employ separate counsel with respect to any such claim and participate in the defense thereof and the fees and expenses of such separate counsel shall be paid for by me. No settlement of any such claim shall be entered into without your consent. /s/ Robert L. Daniels -------------------------- Robert L. Daniels SCHEDULE 13D CUSIP No. 743 39P 101 Page 15 of 20 Pages December 8, 1997 Alan L. Stanzler 15 Beaver Pond Road Lincoln, MA 01773 Dear Alan: This letter shall set forth my agreement with respect to your expenses in connection with your consent to be nominated by me for election to the board of directors for Project Software & Development, Inc. (the "Issuer"). I hereby agree to reimburse you promptly for any and all of your expenses incurred as a result of your consent and the contemplated proxy contest, including travel and transportation, secretarial and stenographical expenses, lodging, phone, fax and delivery services. I hereby transmit to you a check for $5,000 to be applied to these expenses with the understanding that you will provide me with an accounting monthly and reimburse me for any remaining sums not utilized. Sincerely yours, /s/ Robert L. Daniels Robert L. Daniels 20 University Road Cambridge, MA 02138 EX-99.6 5 NOTICE AND NOMINATION OF ALAN L. STANZLER SCHEDULE 13D CUSIP No. 743 39P 101 Page 16 of 20 Pages Exhibit 6 SCHEDULE 13D CUSIP No. 743 39P 101 Page 17 of 20 Pages ROBERT L. DANIELS 20 University Road Cambridge, Massachusetts 02138 December 8, 1997 BY HAND Paul D. Birch Clerk Project Software & Development, Inc. 100 Crosby Drive Bedford, Massachusetts 01730 Dear Paul: The undersigned, holder of record of at least 1,039,502 shares of the common stock of Project Software & Development, Inc. (the "Company") and the beneficial owner of 3,190,760 Common shares, pursuant to Section 4.3 of the Company's bylaws, hereby provides notice of his intention to nominate Alan L. Stanzler for election as a director at the Company's annual meeting of stockholders currently scheduled for February 10, 1998. Information required pursuant to Regulation 14A under the Securities Exchange Act of 1934 regarding Mr. Stanzler is attached hereto, as is his consent to such nomination and to serve as a director, when elected. I understand from documents supplied to me by you that my address, as it appears on the Company's stock records, is c/o Foley, Hoag & Eliot, 1 Post Office Sq., Boston, MA 02109. Cordially, /s/ Robert L. Daniels Robert L. Daniels SCHEDULE 13D CUSIP No. 743 39P 101 Page 18 of 20 Pages Information Concerning Nominees for Election -------------------------------------------- to Board of Directors of Project Software & Development, Inc. ("PSDI") ---------------------------------------------------------------------- 1. The nominee is: Alan L. Stanzler One Boston Place, 37th Floor Boston, MA 02108 Mr. Stanzler was a director of the Company from June 1992 until March 1994, and was Clerk of the Company from May 1990 until September 1996. Robert L. Daniels has agreed to finance Mr. Stanzler's expenses in connection with his efforts to be elected a director of the Company and has agreed to indemnify Mr. Stanzler against certain liabilities Mr. Stanzler may incur in connection with such efforts. Mr. Stanzler is 54 years old. 2. Since July 1, 1995, Mr. Stanzler has been a member of the law firm of Davis, Malm & D'Agostine, P.C., One Boston Place, Boston, MA 02108. From 1978 through June 30, 1995, Mr. Stanzler was a member of the law firm of Finnegan & Stanzler, P.C. in Boston, MA. 3. Mr. Stanzler has not, during the past ten years, been convicted in a criminal proceeding exclusive of traffic violations and similar misdemeanors, nor has he, during the past five years, been involved in any legal proceedings of the type requiring disclosure under 401(f) of the Regulation S-K. 4. Mr. Stanzler beneficially owns (within the definition of Rule 13d-3 of the Securities Exchange Act of 1934), 143,000 shares of the Company's common stock including 37,500, 45,000 and 37,500, respectively as Trustee of the Kenneth L. Daniels Irrevocable Trust, The Gregory J. Daniels Irrevocable Trust and The Marc D. Daniels Irrevocable Trust; 9,000 shares underlying options granted under the Company's 1994 Stock Option Plan; and 14,000 shares underlying Stock Appreciation Rights ("SAR") granted by Robert L. Daniels exercisable for five years from December 8, 1997. 5. Other than as set forth above, Mr. Stanzler does not own beneficially or of record any shares of the Company's common stock. 6. Other than as set forth below, Mr. Stanzler has not purchased or sold any of the Company's securities within the past two years.
Date No. of Shares Purchase (P)/Sale(S) ---- ------------- -------------------- 5/17/96 3,000 S
SCHEDULE 13D CUSIP No. 743 39P 101 Page 19 of 20 Pages 6/13/96 3,000 S 12/12/96 1,000 S 12/12/96 2,000 S 4/22/97 1,500 P 6/18/97 1,500 S 4/18/97 (IRA) 900 S 4/21/97 (IRA) 900 P 4/3/97 (IRA) 1,000 P 6/18/97 (IRA) 1,000 S
7. Other than the SAR described in Paragraph 4 above, Mr. Stanzler is not party to any contract, arrangement or understanding regarding the securities of PSDI except that Mr. Daniels has agreed to indemnify Mr. Stanzler against certain liabilities, and to reimburse him for certain expenses, incurred in connection with the solicitation of proxies in support of efforts to elect Mr. Stanzler as a director of PSDI. Copies of the SAR Agreement, Indemnification Agreement and Reimbursement Agreement are attached hereto and incorporated herein by reference. 8. Robert L. Daniels may be deemed an associate of Mr. Stanzler. Mr. Stanzler refers to Amendment No. 3 to Mr. Daniels' Schedule 13D filed with the Securities & Exchange Commission on or about November 25, 1997 for information regarding the Company's securities beneficially owned by Mr. Daniels. 9. Upon election to the board, Mr. Stanzler intends to assist Mr. Daniels in his efforts as a director of the Company to attract potential purchasers for the Company at a premium to the current market price for the Company's common stock. 10. Mr. Stanzler is not party to any legal proceeding of the type described in Instruction 4 to Item 103 of Regulation S-K. 11. Mr. Stanzler is not, and has not been since the beginning of PSDI's last fiscal year, party to a transaction of the type required to be disclosed pursuant to Items 404(a), (b) or (c) of Regulation S-K. SCHEDULE 13D CUSIP No. 743 39P 101 Page 20 of 20 Pages ALAN L. STANZLER The undersigned hereby consents to being nominated by Robert L. Daniels for election as a director of Project Software & Development, Inc., to being named in a proxy statement for that purpose and to serving as a director if elected. Dated: December 8, 1997 /s/ Alan L. Stanzler -------------------------------------- Alan L. Stanzler -----END PRIVACY-ENHANCED MESSAGE-----