-----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, I2xNvJtaiV98cBtIaq9oS5FPWLtmMdT4tSl3mE9bLZ8suy16bcmXpBreYr57FlsW c1xUainDU90BbOk9FuAX2Q== 0000950135-99-000354.txt : 19990129 0000950135-99-000354.hdr.sgml : 19990129 ACCESSION NUMBER: 0000950135-99-000354 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990128 FILER: 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: 10-K/A SEC ACT: SEC FILE NUMBER: 000-23852 FILM NUMBER: 99515272 BUSINESS ADDRESS: STREET 1: 100 CROSBY DR D CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7812802000 MAIL ADDRESS: STREET 1: 100 CROSBY DRIVE CITY: CAMBRBEDFORD STATE: MA ZIP: 01730 10-K/A 1 PROJECT SOFTWARE 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, 1998 (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 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 (I.R.S. employer of 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. [ ] 2 As of December 15, 1998, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $207,959,815 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: 10,023,508 shares of common stock, $.01 par value per share, as of December 15, 1998. Total number of pages: 12 3 Part III of the Registrant's 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, 1998 were as follows. Mr. Drapeau is a Class III Director, whose term expires in 1999. Messrs. Birch and Daniels are Class I Directors, whose terms expire in 2000. Messrs. Sayre and Stanzler are Class II Directors, whose terms expire in 2001. Mr. Nelson was a Class III Director until his resignation from the Board on January 4, 1999. Mr. Stanzler consented to be named as a nominee of Robert L. Daniels and Susan H. Daniels for election as director of the Company at its Special Meeting in Lieu of Annual Meeting held on May 28, 1998 and was elected as a director at that meeting.
NAME AGE POSITION - ---- --- -------- Norman E. Drapeau, Jr. 38 President and Chief Executive Officer and Director - Class III Robert L. Daniels 56 Executive Chairman of the Board - Class I Paul D. Birch 40 Executive Vice President - Finance and Administration, Chief Financial Officer and Treasurer and Director - Class I John W. Young 46 Executive Vice President - Research and Development William G. Nelson 64 Director - Class III Stephen B. Sayre 46 Director - Class II Alan L. Stanzler 55 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 appointed Vice President - Americas and in July 1996 was appointed Executive Vice President - 4 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 an employee of the Company in December 1996. Mr. Daniels acted as an executive consultant to the Company from this time until August 1997. In May 1998, Mr. Daniels rejoined the Company and was elected executive Chairman of the Board. PAUL D. BIRCH joined the Company in 1991 as Vice President, Finance, was appointed Vice President, Finance and Administration in 1992 and Executive Vice President - Finance and Administration in 1996. Since 1992 he has been the Chief Financial Officer of the Company, and since 1993 has held the additional office of Treasurer. In May 1998, Mr. Birch was elected a director of the Company. 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 - Research and Development of the Company in 1998. WILLIAM G. NELSON was a director of the Company from 1994 through January 4, 1999. Since 1996, Mr. Nelson has been Chairman of the Board and Chief Executive Officer of GEAC Computer Corporation Limited. From 1995 until 1996, Mr. Nelson was Chairman and Chief Executive Officer of HarrisData, a developer and licensor of application software. Mr. Nelson served as President and Chief Executive Officer of Pilot Software, Inc. from 1991 to 1994. Mr. Nelson also is a director of Manugistics, Inc. and serves as a director of a number of privately- held companies. STEPHEN B. SAYRE was elected as a director in September 1998. Mr. Sayre is currently 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. 5 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 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 1998 and Forms 5 and amendments thereto furnished to the Company with respect to fiscal 1998, 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, with the exception of one late Form 5 by Mr. Daniels in his individual capacity (relating to a gift of shares and a withdrawal from the 1996 Daniels Voting Trust); and one late Form 4 (relating to one transaction involving the sale of shares) and one late Form 5 (relating to a gift of shares and a withdrawal from the 1996 Daniels Voting Trust) by Mrs. Daniels. 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. ITEM 11. EXECUTIVE COMPENSATION. Summary Compensation Table. The following table sets forth certain information concerning the compensation earned by the Company's Chief Executive Officers 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 1998. 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. 1998 $224,375 -- $ 30,241(3) 30,000 $2,375 President and 1997 152,500 -- 95,885(3) 24,999 2,250 Chief Executive Officer 1996 120,833 -- 184,517(3) 50,000(4) 2,250 David M. Sample(9) 1998 $277,059 -- $118,900(5) -- $2,375 Former Chairman of the Board, 1997 167,146 $96,250(6) 101,778(7) 350,000(8) -- Chief Executive Officer, 1996 -- -- -- -- --
6 and President Robert L. Daniels(12) 1998 $110,625 -- -- -- -- Executive Chairman of the 1997 64,773 -- -- -- $29,167(13) Board and Former Chief 1996 293,750 $ 459,443(10) -- -- 1,188 Executive Officer and President Paul D. Birch 1998 $188,250 -- -- 20,000 $ 2,375 Executive Vice-President 1997 166,500 $ 13,655(11) -- 20,000 2,250 Chief Financial Officer, 1996 146,500 140,802(10) -- 40,000(4) 2,250 and Treasurer John W. Young 1998 $160,000 -- -- 20,000 $ 2,375 Executive Vice-President 1997 135,000 $ 7,686(11) -- 9,999 2,250 Research and Development 1996 115,000 40,000(10) -- 20,000(4) 2,250
- ---------- (1) Represents shares of Common Stock issuable upon exercise of stock options granted under the Company's 1994 Stock Option Plan. (2) Except with respect to Mr. Daniels in 1997 (see footnote 13), the amounts reported represent contributions made by the Company pursuant to the Company's 401(k) Plan and Trust for fiscal 1998 and for the fiscal years ended September 30, 1997 and 1996 ("fiscal 1997 and "fiscal 1996," respectively). (3) 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. (4) These options were cancelled in exchange for options issued in 1997. (5) Includes $112,500 representing partial forgiveness by the Company of an interest-free loan to Mr. Sample. Also includes $6,400 representing a car allowance. (6) Bonus paid pursuant to Mr. Sample's offer letter from the Company dated January 30, 1997. (7) Includes $75,000 representing partial forgiveness by the Company of an interest-free loan to Mr. Sample. Also includes $22,778 representing reimbursement of moving costs and $4,000 representing a car allowance. (8) Includes a grant of a nonqualified option to purchase 200,000 shares of Common Stock which was cancelled at Mr. Sample's election on July 31, 1997. (9) Mr. Sample resigned from his employment by the Company in May 1998. (10) Represents bonuses paid under the Company's 1996 Executive Bonus Plan. (11) Represents bonuses paid under the Company's 1997 Executive Bonus Plan. (12) Mr. Daniels resigned from his employment by the Company in December 1996. Mr. Daniels rejoined the Company as Executive Chairman of the Board in May 1998. (13) Represents fees related to an executive consulting agreement. 7 Option Grants in Last Fiscal Year. The following table sets forth certain information regarding stock options granted during fiscal 1998 by the Company to the named executive officers. OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at Assumed Number of Annual Rate of Stock Securities Percent of Total Price Appreciation for Underlying Options Granted Exercise Option Term(4) Options to Employees in Price Expiration ---------------------- Name Granted (#)(1) Fiscal Year(%)(2) ($/Sh)(3) Date 5%($) 10%($) ---- -------------- ----------------- --------- ---------- ---------------------- Norman E. Drapeau, Jr ...... 30,000(5) 8.6% $25.875 10/08/07 $488,100 $1,237,200 David M. Sample (6)......... -- -- -- -- -- -- Robert L. Daniels .......... -- -- -- -- -- -- Paul D. Birch............... 20,000(5) 5.7% 25.875 10/08/07 325,400 824,800 John W. Young............... 20,000(5) 5.7% 25.875 10/08/07 325,400 824,800
- ---------- (1) Represents shares of Common Stock issuable upon exercise of incentive stock options granted under the Company's 1994 Stock Option Plan. (2) The Company granted to employees options for the purchase of an aggregate of 350,200 shares of Common Stock in fiscal 1998 pursuant to the 1994 Stock Option Plan. (3) All options were granted at exercise prices not less than the fair market value of the Common Stock on the date of grant. (4) Potential realizable value means the value of the shares of Common Stock underlying the option, at the specified assumed annual rates of stock price appreciation, compounded over the option term (10 years). Actual gains, if any, realized on stock option exercises are dependent on the future performance of the Common Stock and overall stock market conditions. There can be no assurance that the values reflected in this table will be realized. (5) All such options expire ten years after the date of grant, and first become exercisable as to 25% of the shares covered on the first anniversary of the date of grant and as to a further 25% annually thereafter. (6) Mr. Sample resigned from his employment by the Company in May 1998. 8 Option Exercises and Fiscal Year-End Values. The following table sets forth certain information concerning stock options exercised during fiscal 1998 and stock options held as of September 30, 1998 by each of the named executive officers. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Number of Unexercised Value of Unexercised Shares Options in the Money Options Acquired Value Fiscal Year-End at Fiscal Year End($)(2) On Realized -------------------------------- ------------------------------- Name Exercise(#) ($)(1) Exercisable(#) Unexercisable(#) Exercisable($) Unexercisable($) ---- ----------- ------ -------------- ---------------- -------------- ---------------- Norman E. Drapeau, Jr. ... -- -- 33,874 45,875 $ 501,944 $269,453 David M. Sample(3) ....... -- -- -- -- -- -- Robert L. Daniels ........ -- -- -- -- -- -- Paul D. Birch............. -- -- 60,000 37,500 $1,082,082 $256,563 John W. Young............. -- -- 14,749 27,250 $ 196,522 $150,469
- ---------- (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 30, 1998, as reported by the Nasdaq Stock Market ($29.875 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. (3) Mr. Sample resigned from his employment by the Company in May 1998. Employment Contracts. In connection with the employment of Mr. Sample as President and Chief Executive Officer of the Company, the Company entered into an offer letter with Mr. Sample dated January 30, 1997 (the "Offer Letter"). The Offer Letter provided, among other things, that Mr. Sample would be paid a base salary of $22,917 per month, subject to annual review after September 30, 1997, and would generally be entitled to receive up to one hundred percent (100%) of his base salary as a bonus under the Company's Executive Bonus Plan depending upon the Company's performance. For fiscal 1997 any such bonus was to be pro-rated, but was guaranteed to be at least sixty percent (60%) of the maximum payable after such pro-ration. Mr. Sample's actual bonus for fiscal 1997 was $96,250. Pursuant to the terms of the Offer Letter, the Company granted to Mr. Sample a non-qualified stock option to acquire 200,000 shares of Common Stock, which would have vested in four equal annual installments. However, that option was cancelled at Mr. Sample's election, and a new option to acquire 100,000 shares was granted to Mr. Sample in its place, pursuant to an offer extended to all employees of the Company who received option grants between August 1, 1996 and July 31, 1997. The replacement option also vested in four equal annual 9 installments. The Offer Letter also provided that the Company would pay one year's severance pay in the event of the termination of Mr. Sample's employment under certain circumstances and that the Company would reimburse certain moving costs and extend to Mr. Sample an interest-free loan of up to $300,000 for use solely to acquire a new residence, which loan was to be forgiven with respect to one eighth of the amount thereof at the close of business on the last business day of each calendar quarter if Mr. Sample was still employed by the Company. The Company forgave $75,000 of such loan during fiscal 1997 and $112,500 during fiscal 1998. Mr. Sample resigned from his employment with the Company in May 1998. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION William G. Nelson, Michael D. Marvin, Alan L. Stanzler and Stephen B. Sayre served on the Compensation Committee during fiscal 1998. Neither such Compensation Committee members, 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 ("Outside Directors") receive fees of $2,500 per quarter plus $500 for each meeting of the Board of Directors or Committee of the Board which they attend, and 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 Company's 1994 Stock Option Plan (the "Option Plan"), each Outside Director, upon first joining the Board, is automatically granted an option to purchase 12,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock (determined in accordance with the terms of the Option Plan) on the date of grant, vesting in three equal annual installments beginning on the first anniversary of the date of grant. In addition, each Outside Director who continues to serve as a director following any annual meeting of stockholders of the Company or special meeting in lieu thereof is automatically granted, immediately following such meeting of stockholders, an option to purchase 4,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock (determined in accordance with the terms of the Option Plan) on the date of grant, vesting in full on the last day of December in the year in which the option is granted. 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 December 15, 1998 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 and (iv) all executive officers and directors of the Company as a group: 10
Shares Beneficially Owned(1) ---------------------- Name Number Percent ---- ------ ------- Robert L. Daniels(2)(3) 100 Crosby Drive Bedford, MA 01730................................. 2,823,760 28.2% Susan H. Daniels(2)(3).............................. 849,129 8.5% Kopp Investment Advisors, Inc.(4) 6600 France Avenue South Edina, MN 55435................................... 924,829 9.2% Paul D. Birch(5).................................... 74,233 * Norman E. Drapeau, Jr.(6)........................... 44,749 * William G. Nelson(7)................................ 27,000 * David M. Sample..................................... 0 * John W. Young(8).................................... 21,999 * Stephen B. Sayre.................................... 0 * Alan L. Stanzler(9)................................. 143,000 1.4% All directors and executive officers as a group (8 persons) (2)(3)(5)(6)(7)(8)(9).... ............ 3,134,741 31.3%
- ---------- * Less than one percent. 11 (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 120,000 shares held in three trusts for the benefit of Mr. Daniels' three children. Each of Robert L. Daniels and Susan H. Daniels disclaims beneficial ownership of these shares. (3) Includes shares held by Robert L. Daniels as Trustee of the 1996 Daniels Voting Trust (the "Voting Trust"). Of the 1,636,758 shares subject to the Voting Trust, 822,629 are owned beneficially by Mr. Daniels and 814,129 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 1,187,002 shares free of the Voting Trust, and Susan Daniels also owns 35,000 shares free of the Voting Trust. Each of Mr. Daniels and Susan Daniels disclaims beneficial ownership of the shares beneficially owned by the other. Robert and Susan Daniels are divorced. Excludes 30,000 shares held by Anya Daniels, Mr. Daniels' wife. Mr. Daniels disclaims beneficial ownership of these shares. (4) This information is as of September 30, 1997, and is based upon a report on Schedule 13F filed by Kopp Investment Advisors, Inc. with the SEC, pursuant to Section 13(f) of the Securities Exchange Act indicating it had investment discretion with respect to such shares as of such date. (5) Includes 72,500 shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. (6) Represents shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. (7) Includes 12,000 shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. (8) Represents shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. (9) Includes 120,000 shares held in three trusts for the benefit of Mr. Daniels' children. Mr. Stanzler has sole voting power with respect to the shares held by these trusts. Also includes 9,000 shares issuable pursuant to outstanding stock options exercisable within 60 days of the date of this table. Also includes 14,000 shares underlying Stock Appreciation Rights granted to Mr. Stanzler by Mr. Daniels, exercisable for five years from December 8, 1997. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Mr. Daniels is a 1.69% limited partner in the Charles Square Limited Partnership, a real estate partnership which operates the hotel, retail and office complex in Cambridge, Massachusetts in which the Company occupied its corporate headquarters pursuant to a 13 year lease which expired on December 31, 1997. The Company incurred base rent, real estate taxes, operating expenses and parking of approximately $300,000 to the partnership in fiscal 1998. Although the total expenses paid under this lease during fiscal 1998 were in excess of market rates, the Company believes that the total expenses payable under this lease represented a market rate at the time the lease was entered into. 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 amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 27 , 1999 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 amendment 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. January 27, 1999 - --------------------------------- Norman E. Drapeau, Jr. President and Chief Executive Officer and Director (Principal Executive Officer) /s/ Paul D. Birch January 27, 1999 - --------------------------------- Paul D. Birch Executive Vice President, Chief Financial Officer and Treasurer and Director (Principal Financial and Accounting Officer) - --------------------------------- Alan L. Stanzler Director /s/ Robert L. Daniels January 27, 1999 - --------------------------------- Robert L. Daniels Director - --------------------------------- Stephen B. Sayre Director -----END PRIVACY-ENHANCED MESSAGE-----