10-K/A 1 b38044pse10-ka.txt PROJECT SOFTWARE AND DEVELOPMENT, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO.1 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000 (mark one) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT --- OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND --- EXCHANGE ACT OF 1934 For the transition period from _______________ to __________________ Commission File Number 0-23852 PROJECT SOFTWARE & DEVELOPMENT, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2448516 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 100 CROSBY DRIVE, BEDFORD, MASSACHUSETTS 01730 (Address of principal executive offices, including zip code) (781) 280-2000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par Value ---------------------------- (Title of Class) ---------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. ------ As of December 15, 2000, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $137,826,709 based on the last sale price of such stock on such date. Number of shares outstanding of the Registrant's common stock as of the latest practicable date: 22,074,351 shares of common stock, $.01 par value per share, as of December 15, 2000. 1 2 Part III of the Registrants' Annual Report on Form 10-K is hereby amended by deleting the text thereof in its entirety and substituting the following: PART III ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT. The directors and executive officers of the Company as of September 30, 2000 are as follows. Messrs. Drapeau and Fishman are Class III Directors, whose terms expire in 2002. Messrs. Daniels and McMullen are Class I Directors, whose terms expire in 2003. Messrs. Sayre and Stanzler are Class II Directors, whose terms expire in 2001.
NAME AGE POSITION Norman E. Drapeau, Jr. 40 President and Chief Executive Officer and Director - Class III Robert L. Daniels 58 Executive Chairman of the Board - Class I Peter J. Rice 48 Executive Vice President, Chief Financial Officer and Treasurer William J. Sawyer 55 Executive Vice President - Operations Ted D. Williams 52 Executive Vice President - Worldwide Sales John W. Young 48 Executive Vice President - Products and Technology Craig Newfield 41 Vice President & General Counsel Richard P. Fishman (1) 54 Director - Class III John A. McMullen (1) 59 Director - Class I Stephen B. Sayre (2) 49 Director - Class II Alan L. Stanzler (2) 57 Director - Class II
NORMAN E. DRAPEAU, JR. joined the Company in 1982 as an applications analyst. Since that time, he has held various positions with the Company, including, from 1984 to 1987, that of Manager of Customer Support and from 1989 through 1991, that of Director, Product Marketing. In 1991, Mr. Drapeau was appointed Vice President, Corporate Marketing, in 1992 was 2 3 appointed Vice President - Americas and in July 1996 was appointed Executive Vice President - Worldwide Sales and Marketing, serving in that capacity until January 1998. In January 1998, Mr. Drapeau was appointed Executive Vice President and Chief Operating Officer and was also elected a director of the Company. In May 1998, Mr. Drapeau was elected President and Chief Executive Officer. ROBERT L. DANIELS founded the Company in 1968 and has been a director since that time. Mr. Daniels served as Chairman of the Board and Chief Executive Officer from 1968 to 1996 and as President from 1968 to 1995. Mr. Daniels resigned as Chairman of the Board in August 1996 and as an employee of the Company in December 1996. Mr. Daniels acted as an executive consultant to the Company from that time until August 1997. In May 1998, Mr. Daniels rejoined the Company and was elected Executive Chairman of the Board. PETER J. RICE joined the Company in 2000 as Executive Vice President of Finance and Administration, Chief Financial Officer, and Treasurer. From 1998 to 2000, Mr. Rice was Vice President of Finance and Administration, Chief Financial Officer, and Treasurer of Interleaf, a developer of e-publishing and e-content software products. Interleaf was sold to Broadvision, Inc. in 2000. From 1995 to 1998, Mr. Rice was Vice President, Chief Financial Officer and Treasurer for Media 100, Inc. From 1990 to 1995, Mr. Rice was Vice President, Corporate Controller and Chief Accounting Officer of M/A Com, Inc. Prior there to, Mr. Rice held senior financial management positions at Apollo Computer and Atex, Inc. WILLIAM J. SAWYER joined the Company in 1978 as an applications consultant and served in various sales and services positions from 1978 to 1984. Mr. Sawyer was a Vice President of the Company from 1984 to 1990 and Executive Vice President from 1990 until November 1997. In November 1997, Mr. Sawyer left the Company and joined Peritus Software Services, Inc., a software application company, as Vice President, Operations. Mr. Sawyer rejoined the Company in October 1998 as Executive Vice President of Operations. TED D. WILLIAMS originally joined the Company in 1984 and served as Director, MAXIMO until 1988. From 1988 to 1993, Mr. Williams was President and Chief Operating Officer of Comac Systems Corporation, a software application company. In 1993, Mr. Williams rejoined the Company as Director, Eastern Regional Sales. He was appointed Vice President- North American Sales in 1996 and Vice President- Worldwide Sales in January 1998. In October, 1998, Mr. Williams was appointed Executive Vice President- Worldwide Sales. JOHN W. YOUNG originally joined the Company in 1985 and served until 1988 as MAXIMO Product Manager. From 1988 to 1992, Mr. Young was Vice President of Sales of Comac Systems Corporation, a software application company. In 1992 he rejoined the Company as Director of MAXIMO Product Design, was appointed Vice President - Research and Development of the Company in 1995 and was appointed Executive Vice President - Products and Technology of the Company in 1998. CRAIG NEWFIELD joined the Company as Vice President, General Counsel and Clerk in September 2000. From October 1997 through August 2000 Mr. Newfield was Vice President, General Counsel and Clerk of Interleaf, Inc., a developer of e-publishing and e-content software products. Interleaf was sold to Broadvision, Inc. in 2000. From April 1996 through September 3 4 1997, Mr. Newfield was General Counsel and Secretary of OneWave, Inc., a start-up internet software product and services vendor, since re-named as Primix Solutions. From February 1993 to April 1996, Mr. Newfield served as in-house counsel for Marcam Corporation, a business application (ERP) software products and services vendor. RICHARD P. FISHMAN was elected as a director in March 1999. Mr. Fishman is currently Executive Vice President at MacAndrews & Forbes Group, Inc., where he is responsible for venture capital investing. From 1995 through 1998, Mr. Fishman served as Managing Director of GeoPartners Research, Inc., a strategy and management consulting firm, where he headed the firm's venture capital activities. From 1995 to 1997, Mr. Fishman was also Of Counsel at the law firm of Akin, Gump, Strauss, Hauer & Feld L.L.P. Mr. Fishman served as President and Chief Executive Officer of Thinking Machines Corporation from 1993 to 1994 and was a partner at the law firm of Milbank, Tweed, Hadley & McCloy from 1987 until 1993. JOHN A. MCMULLEN was elected as a director in April 2000. Mr. McMullen is the Managing Principal of Cambridge Meridian Group, Inc. a strategy-consulting firm that serves Fortune 500 and technology-based companies with which he has been employed since 1985. Mr. McMullen taught business strategy at Harvard Law School from the mid 1980's to 1990 and, as one of the original members of CMGI's Board of Directors, served on that Board from 1988 through 1999. He currently serves on the Board of Ezenia!, Inc., a Nasdaq listed company, in a term that began in 2000. In addition, he serves, or has served, on the Boards of twelve other private, chiefly technology-oriented companies. From 1993 to 1997 he was an informal advisor to Senator Bill Bradley (NJ). In 1998 he ran for the United States Senate from Vermont. STEPHEN B. SAYRE was elected as a director in September 1998. Mr. Sayre is currently the Vice President of Marketing for Idiom, Inc. From 1994 to 2000, he was the Senior Vice President of Marketing at Lotus Development Corporation, a subsidiary of IBM Corporation. Prior to joining Lotus in 1994, Mr. Sayre was President of Boston Treasury Systems and has held other senior executive level positions with Cullinet Software and Easel Corporation. ALAN L. STANZLER was elected as a director in May 1998. Mr. Stanzler served as a director of the Company from 1992 to 1994, and as Clerk of the Company from 1990 to 1996. Mr. Stanzler is a member of the law firm of Maselan Jones & Stanzler, P.C. From 1995 to 1998, Mr. Stanzler was a member of the law firm of Davis, Malm & D'Agostine, P.C. and from 1978 to 1995 he was a partner in the law firm of Finnegan & Stanzler, P.C. All directors hold office until the expiration of their respective terms as described above and until their respective successors are duly elected and qualified. Executive officers of the Company are appointed by and serve at the discretion of the Board of Directors. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC"). Officers, directors and greater-than-10% stockholders are 4 5 required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon review of Forms 3 and 4 and amendments thereto furnished to the Company during fiscal 2000 and Forms 5 and amendments thereto furnished to the Company with respect to fiscal 2000, or written representations that Form 5 was not required, the Company believes that all Section 16(a) filing requirements applicable to its officers, directors and greater-than-10% stockholders were fulfilled in a timely manner, except that Mr. Rice was late in filing one Form 3 and Mr. Fishman. reported one transaction on a late Form 4 and reported four other transactions that were reportable on Form 4s on a Form 5. After investigating these matters, the Company has concluded that any omissions were inadvertent, and that none of the transactions gave rise to liability under Section 16(b) of the Exchange Act for recapture of short-swing profits. 5 6 ITEM 11. EXECUTIVE COMPENSATION. Summary Compensation Table. The following table sets forth certain information concerning the compensation earned by the Company's Chief Executive Officer and the four other most highly paid executive officers of the Company (collectively, the "named executive officers") for services rendered in all capacities to the Company during fiscal 2000. SUMMARY COMPENSATION TABLE
Long-term Compensation Awards Annual Compensation ------------- ------------------------------------------------ Securities All Other Fiscal Other Annual Underlying Compensation Name and Principal Position Year Salary($) Bonus($) Compensation options(#)(1) ($)(2) --------------------------- ------ --------- -------- ------------ ------------- ------------ Norman E. Drapeau, Jr. 2000 $317,500 $137,495(3) --- 200,000 $2,400 President and 1999 $295,000 $375,414(4) --- 200,000 $2,500 Chief Executive Officer 1998 $224,375 --- $30,241(5) 60,000 $2,375 Robert L. Daniels 2000 $317,500 $137,495(3) --- --- --- Executive Chairman of the 1999 $295,000 $375,414(4) --- --- --- Board 1998 $110,625 --- --- --- --- John W. Young 2000 $197,500 $67,690(3) --- 60,000 $2,400 Executive Vice-President 1999 $185,000 $88,166(4) --- 90,000 $2,500 Products and Technology 1998 $160,000 --- --- 40,000 $2,375 William J. Sawyer (5) 2000 $196,672 $67,690(3) 55,000 $2,400 Executive Vice President 1999 $172,591 $88,166(4) $30,000 (7) 90,000 $2,500 of Operations 1998 $18,750(6) --- $6,154 (8) --- --- Ted D. Williams 2000 $192,502 $67,926(3) 55,000 $2,400 Executive Vice President 1999 $168,750 --- $174,983 (9) 70,000 $2,500 Worldwide Sales 1998 $135,000 --- $71,180 (9) 20,000 $2,375
------------------------- (1) Represents shares of Common Stock issuable upon exercise of stock options granted under the Company's 1994 Stock Option Plan or under the 1999 Equity Incentive Plan. All share numbers in this Proxy Statement have been adjusted to reflect the Company's two-for-one stock split effected by means of a stock dividend on December 15, 1999. (2) The amounts reported represent contributions made by the Company pursuant to the Company's 401(k) Plan and Trust for fiscal 2000 and for the fiscal years ended September 30, 1999 and 1998 ("fiscal 1999" and "fiscal 1998," respectively). (3) Represents bonuses paid under the Company's 2000 Executive Bonus Plan. (4) Represents bonuses paid under the Company's 1999 Executive Bonus Plan. (5) Represents commissions paid under Mr. Drapeau's individual incentive compensation plan as Executive Vice President Worldwide Sales designed to reward him for achievement of quarterly and annual revenue and contribution targets. (6) Mr. Sawyer left the Company in November 1997 and returned in October 1998. (7) Represents a bonus paid when Mr. Sawyer was rehired. (8) Represents payment for unused vacation time in connection with Mr. Sawyer's departure from the Company. 6 7 (9) Represents commissions paid under Mr. Williams's individual incentive compensation plan as Vice President Worldwide Sales designed to reward him for achievement of quarterly and annual revenue and contribution targets. Option Grants in Last Fiscal Year. The following table sets forth certain information regarding stock options granted during fiscal 2000 by the Company to the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR -------------------------------------------------------------------------------------------------------------------- Potential Realizable Value at Assumed Number of Annual Rate of Stock Securities Percent of Total Price Appreciation for Underlying Options Granted Exercise Option Term(4) Options to Employees in Price Expiration -------------- Name Granted (#)(1) Fiscal Year(%)(2) ($/Sh)(3) Date 5%($) 10%($) ---- -------------- ----------------- --------- ---- ------------------------ Norman E. Drapeau, Jr . 80,000 4.6% $59.125 01/11/10 $2,974,400 $ 7,536,800 30,000 1.7% $29.375 04/13/10 $ 554,400 $ 1,404,300 90,000 5.2% $24.0625 06/05/10 $6,501,825 $11,634,525 -------------------------------------------------------------------------------------------------------------------- Robert L. Daniels ----- ----- ----- ----- ----- ----- -------------------------------------------------------------------------------------------------------------------- Jack W. Young 30,000 1.7% $59.125 01/11/10 $1,115,400 $ 2,826,300 30,000 1.7% $24.0625 06/05/10 $2,167,275 $ 3,878,175 -------------------------------------------------------------------------------------------------------------------- William J. Sawyer 25,000 1.4% $59.125 01/11/10 $ 929,500 $ 2,355,250 30,000 1.7% $24.0625 06/05/10 $2,167,275 $ 3,878,175 -------------------------------------------------------------------------------------------------------------------- Ted D. Williams 25,000 1.4% $59.125 01/11/10 $ 929,500 $ 2,355,250 30,000 1.7% $24.0625 06/05/10 $2,167,275 $ 3,878,175 --------------------------------------------------------------------------------------------------------------------
----------------------- (1) Represents shares of Common Stock issuable upon exercise of incentive stock options granted under the Company's 1999 Equity Incentive Plan. (2) The Company granted to employees options for the purchase of an aggregate of 1,733,750 shares of Common Stock in fiscal 2000 pursuant to the 1999 Equity Incentive Plan. (3) All options were granted at exercise prices not less than the fair market value of the Common Stock on the date of grant. (4) Potential realizable value means the value of the shares of Common Stock underlying the option, at the specified assumed annual rates of stock price appreciation, compounded over the option term (10 years). Actual gains, if any, realized on stock option exercises are dependent on the future performance of the Common Stock and overall stock market conditions. There can be no assurance that the values reflected in this table will be realized. (5) All such options expire ten years after the date of grant, and first become exercisable as to 25% of the shares covered on the first anniversary of the date of grant and as to a further 25% annually thereafter, subject to acceleration in certain circumstances. 7 8 Option Exercises and Fiscal Year-End Values. The following table sets forth certain information concerning stock options exercised during fiscal 2000 and stock options held as of September 30, 2000 by each of the named executive officers. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
--------------------------------------------------------------------------------------------------------------------------- Shares Number of Unexercised Value of Unexercised Acquired Value Options at In-The-Money Options On Realized Fiscal Year-end at Fiscal Year End($)(2) --------------- ------------------------ --------------------------------------------------------------------------------------------------------------------------- Name Exercise(#) ($)(1) Exercisable(#) Unexercisable(#) Exercisable($) Unexercisable($) ---- ----------- ------ -------------- ---------------- -------------- ---------------- --------------------------------------------------------------------------------------------------------------------------- Norman E. Drapeau, Jr. 20,000 $1,167,873 224,498 315,000 $1,223,647 $687,593 --------------------------------------------------------------------------------------------------------------------------- Robert L. Daniels ----- ----- ----- ----- ----- ----- --------------------------------------------------------------------------------------------------------------------------- John W. Young 33,000 $1,180,263 79,998 115,000 $ 380,000 $317,898 --------------------------------------------------------------------------------------------------------------------------- William J. Sawyer 15,000 $ 780,687 30,000 110,190 $ 172,035 $316,487 --------------------------------------------------------------------------------------------------------------------------- Ted D. Williams 26,644 $ 974,172 33,356 95,000 $ 191,792 $240,005 ---------------------------------------------------------------------------------------------------------------------------
------------------------ (1) Value is based on the last sale price of the Common Stock on the exercise date, as reported by the Nasdaq Stock Market, or the price at which shares acquired upon exercise of the option were actually sold (in the event of a concurrent exercise and sale), less the applicable option exercise price. (2) Value is based on the last sale price of the Common Stock on September 29, 2000, as reported by the Nasdaq Stock Market ($15.547 per share), less the applicable option exercise price. These values have not been and may never be realized. Actual gains, if any, on exercise will depend on the value of the Common Stock on the date of the sale of the shares. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Alan L. Stanzler and Stephen B. Sayre served on the Compensation Committee during fiscal 2000. Neither Mr. Stanzler nor Mr. Sayre, nor any executive officer of the Company, has any relationship requiring disclosure by the Company pursuant to item 402(j) of Regulation S-K promulgated by the SEC. DIRECTORS' COMPENSATION Members of the Board of Directors who are not employees of the Company or one of the Company's subsidiaries ("Non-Employee Directors") receive a quarterly fee of $2,500. Non-Employee Directors also receive fees of $1,000 for each meeting of the Board of Directors and $750 for each meeting of a committee of the Board which they attend, provided that no fee is paid with respect to a committee meeting if the committee meeting is held on the same date as a Board meeting. Non-Employee Directors receive $500 for participating in a telephonic Board or committee meeting. Non-Employee Directors are reimbursed for out-of-pocket expenses incurred in the performance of their duties as directors of the Company. Directors who are employees of the Company are not paid any separate fees for serving as directors. Pursuant to the 1999 Equity Incentive Plan, each Non-Employee Director elected or appointed to the Board at the time of an annual meeting of stockholders or special meeting in lieu thereof, upon first joining the Board, is automatically granted an option to purchase 27,000 shares of Common Stock (each an "Initial Option"). Each Non-Employee Director is eligible to 8 9 receive an additional option to purchase 27,000 shares of Common Stock (each an "Additional Option") as follows: (i) each Class II and Class III Non-Employee Director in office on the date of the special meeting in lieu of annual meeting of stockholders held with respect to the Company's 1999 fiscal year, which was held on April 25, 2000, was automatically granted an Additional Option and (ii) upon the Final Vesting Date, as defined below, of any Initial Option or Additional Option held by a Non-Employee Director whose term in office will continue after such Final Vesting Date, or who has been nominated by the Board of Directors for election to a term that will continue after such date, such Non-Employee Director is automatically granted an Additional Option. In lieu of a grant of an Initial Option as described above, in the event that a Non-Employee Director is first elected or appointed to the Board at any time other than at an annual meeting of stockholders or special meeting in lieu thereof, such Non-Employee Director upon first being so elected or appointed is automatically granted an option for a number of shares of Common Stock equal to the sum of (i) 18,000 plus (ii) 9,000 multiplied by N/365 where "N" is the number of days remaining between the date of such election or appointment of such Non-Employee Director and the first anniversary of the date of the Company's most recent annual meeting of stockholders or special meeting in lieu thereof (the "Prorated Shares"). Each Initial Option and each Additional Option has an exercise price equal to the fair market value of the Common Stock on the date of grant (determined in accordance with the terms of the 1999 Equity Incentive Plan). All Initial Options granted to Non-Employee Directors elected or appointed to the Board at the time of an annual meeting of stockholders or special meeting in lieu thereof, and all Additional Options, vest in three equal installments immediately before each of the first three annual meetings of stockholders or special meetings in lieu thereof following the date of grant of such option, provided in each case that at such time the Non-Employee Director is then in office as a director. With respect to an Initial Option granted to a Non-Employee Director who is elected or appointed to the Board at any time other than at an annual meeting of stockholders or special meeting in lieu thereof, the option vests as to the Prorated Shares immediately before the first annual meeting of stockholders or special meeting in lieu thereof following the date of grant of such Initial Option and as to the remaining 18,000 shares in two equal installments immediately before each of the second and third annual meetings of stockholders or special meetings in lieu thereof following the date of grant of such Initial Option, provided in each case that at such time the Non-Employee Director is then in office as a director. The date on which the last such installment of any option vests is herein referred to as its "Final Vesting Date." All such options expire on the date which is five years from the date of grant. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. PRINCIPAL STOCKHOLDERS The following table sets forth certain information with respect to the beneficial ownership of the Company's Common Stock as of January 10, 2001 by (i) each person known by the Company to own beneficially more than five percent of the Common Stock as of such date, (ii) each director of the Company, (iii) each named executive officer, (iv) each expected nominee 9 10 as a director of the Company and (v) all executive officers and directors of the Company as a group:
Shares Beneficially Owned (1) --------- Name Number Percent ---- ------ ------- Robert L. Daniels (2)(3)............................................. 4,821,620 17.9% 100 Crosby Drive Bedford, MA 01730 Kopp Investment Advisors, Inc. (4)................................... 2,151,400 8.9% 6600 France Avenue South Edina, MN 55435 Susan H. Daniels (2)(3)(5)........................................... 1,311,758 5.6% 100 Crosby Drive Bedford, MA 01730 Fidelity Management & Research Company (6) .......................... 1,457,100 6.2% 82 Devonshire Street Boston, MA 02109 Norman E. Drapeau, Jr. (7)........................................... 244,498 1.1% John W. Young (7).................................................... 87,498 * Ted D. Williams (8).................................................. 42,147 * William J. Sawyer (9)................................................ 40,677 * Alan L. Stanzler (10)................................................ 55,500 * Stephen B. Sayre (7)................................................. 29,000 * Richard P. Fishman (11).............................................. 37,100 * John A. McMullen (12) ............................................... 9,500 * All directors and executive officers as a group...................... 5,379,040 20.4% (11 persons)(2)(3) (7)(8)(9)(10)(11)(12)
------------------------- * Less than one percent. (1) The persons named in this table have sole voting and investment power with respect to the shares listed, except as otherwise indicated. The inclusion herein of shares listed as beneficially owned does not constitute an admission of beneficial ownership. (2) Excludes 160,400 shares held in three trusts for the benefit of Mr. Daniels' children and 4,400 shares held by Mr. Daniels as custodian for the benefit of a minor child. Each of Robert L. Daniels and Susan H. Daniels disclaims beneficial ownership of these shares. (3) Includes shares held by Robert L. Daniels as sole Trustee of the 1996 Daniels Voting Trust (the "Voting Trust"). Of the 2,112,516 shares subject to the Voting Trust, 1,056,258 are owned beneficially by Mr. Daniels and 1,056,258 are owned beneficially by Susan H. Daniels. Mr. Daniels, as Trustee, has sole voting power with respect to the shares subject to the Voting Trust. Mr. Daniels also owns 2,709,104 shares free of the Voting Trust, and Susan Daniels also owns 255,500 shares free of the Voting Trust. The Voting Trust will terminate upon the written agreement of the parties or the fifth anniversary of the creation of the Voting Trust, whichever comes first. Each of Mr. Daniels and Susan Daniels disclaims beneficial ownership of the shares beneficially owned by the other. Robert and Susan Daniels are divorced. 10 11 (4) This information is as of September 30, 2000 and is based upon a report on Schedule 13F filed by Kopp Investment Advisors, Inc. with the Securities and Exchange Commission . (5) Excludes 10,400 shares held by Susan H. Daniels as Trustee of the Susan Daniels Family Charitable Foundation. Susan H. Daniels disclaims ownership of these shares. (6) This information is as of September 30, 2000 and is based upon a report on Schedule 13F filed by FMR Corporation with the Securities and Exchange Commission. (7) Represents shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. (8) Includes 39,606 shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. (9) Includes 36,250 shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. (10) Includes 42,000 shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. (11) Includes 24,000 shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. (12) Includes 9,000 shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Norman E. Drapeau, Jr., the Company's President and Chief Executive Officer, received an interest free loan from the Company during fiscal 1999 in the amount of $150,000, which was the largest aggregate amount of indebtedness owed by Mr. Drapeau to the Company during fiscal 1999. The loan was intended as an advance against Mr. Drapeau's future bonuses. The loan was repaid in full in November 2000. 11 12 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 26, 2001 PROJECT SOFTWARE & DEVELOPMENT, INC. By: /s/ Norman E. Drapeau, Jr. ----------------------------------------- Norman E. Drapeau, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Norman E. Drapeau, Jr. President and Chief January 26, 2001 ---------------------------- Executive Officer Norman E. Drapeau, Jr. (Principal Executive Officer) /s/ Robert L. Daniels Executive Chairman of January 26, 2001 ---------------------------- the Board Robert L. Daniels /s/ Peter J. Rice Executive Vice President, January 26, 2001 ---------------------------- Chief Financial Officer Peter J. Rice and Treasurer (Principal Financial and Accounting Officer) /s/ Richard P. Fishman Director January 26, 2001 ---------------------------- Richard P. Fishman /s/ John A. McMullen Director January 26, 2001 ---------------------------- John A. McMullen /s/ Stephen B. Sayre Director January 26, 2001 ---------------------------- Stephen B. Sayre /s/ Alan L. Stanzler Director January 26, 2001 ---------------------------- Alan L. Stanzler
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