EXHIBIT 3
Voting and Proxy Agreement
This Voting and Proxy Agreement dated November 8, 1999 is entered into
between _________________ (the "Stockholder"), and Oracle Corporation, a
Delaware corporation (the "Buyer").
In connection with the parties' entry into this Agreement, Carleton
Corporation, a Minnesota corporation (the "Company"), the Buyer and DM
Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of the
Buyer (the "Buyer Subsidiary") are entering into an Agreement of Merger dated
the date hereof (the "Merger Agreement") pursuant to which the Buyer Subsidiary
will be merged (the "Merger") into the Company, which will thereupon become a
wholly-owned subsidiary of the Buyer. The Merger has been approved by the
Company's board of directors, and will be submitted to the stockholders of the
Company for approval. The Stockholder is a stockholder of the Company, and
enters into this Agreement in such capacity.
The Buyer would not enter into the Merger Agreement but for the execution
of this Agreement and the accompanying irrevocable proxy, and the Stockholder
desires to induce the Buyer to enter into the Merger Agreement.
Capitalized terms used herein without definition have the meanings stated
in the Merger Agreement.
Accordingly, the Stockholder hereby agrees as follows:
1. Voting for Merger.
(a) Subject to the terms and conditions hereof, the Stockholder will
vote the Subject Shares (i) in favor of the Merger at any stockholder meeting or
solicitation of written consents with respect thereto, or any direct or remote
adjournment thereof, and (ii) against any Third Party Transaction at any
stockholder meeting or solicitation of written consents with respect thereto, or
at any direct or remote adjournment thereof. "Subject Shares" means (i) the
shares of common stock of the Company listed below the Stockholder's signature
hereof (the "Listed Shares") and (ii) any shares of capital stock of the Company
in which he directly or indirectly has Beneficial Ownership and has the power to
vote such shares. "Beneficial Ownership" has the meaning stated in Rule 13d-3
issued by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended.
(b) Prior to the consummation of the Merger or any earlier termination
of this Agreement, Stockholder will not transfer, voluntarily or involuntarily,
any record, beneficial or security interest in, or enter into any other Contract
with respect to, any of the Listed Shares to any Person. Any purported transfer
or Contract in violation of this Section 1(b) will be null and void.
(c) Simultaneously herewith, the certificates representing all Listed
Shares are being legended as follows to the extent held in the personal name of
the Stockholder:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO AN AGREEMENT DATED NOVEMBER 8, 1999
BETWEEN ORACLE CORPORATION AND ________________
__________ WHICH RESTRICTS THE VOTING AND TRANSFER
OF SUCH SECURITIES. A COPY OF SUCH AGREEMENT IS
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF
THE ISSUER.
2. Stockholder's Representations and Warranties. The Stockholder hereby
represents and warrants to the Buyer that:
(a) The Beneficial Ownership and record ownership of, and the
certificates representing the Listed Shares, are fully and accurately stated at
the end of this Agreement. Except as there noted, the Stockholder has (i) 100%,
exclusive Beneficial Ownership of the Listed Shares, subject to no security
interest, pledge, Contract, restriction or right of any third Person, and (ii)
exclusive possession of all certificates there listed.
(b) (i) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of his obligations hereunder and the
consummation of the Merger will not, (A) subject to the making of the filings
and obtaining the approvals identified in Section 2(b)(ii), conflict with or
violate any laws applicable to him or by which any Property or asset of the
Stockholder is bound or affected, or (B) conflict with, result in any breach of,
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, result in a loss or modification adverse to him
of any right or benefit under, give to others any right of termination,
amendment, acceleration, repurchase, repayment, increased payments or
cancellation of, or result in the creation of a lien or other encumbrance on any
Property or asset of the Stockholder pursuant to, any Contract to which the
Stockholder is a party or by which the Stockholder or any Property or asset of
the Stockholder is bound or affected.
(ii) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of his obligations hereunder will not,
require any consent, approval, authorization or permit of, or filing with or
notification to, any Government Agency for or by the Stockholder, the Company or
any subsidiary or the Buyer or any subsidiary, except that the consummation of
the Merger will be subject to the Exchange Act (in the case of the Company only)
and the filing of a certificate of merger under the Minnesota Business
Corporation Act.
3. Irrevocable Proxy. In order to ensure the voting of the Stockholder in
accordance with this Agreement, the Stockholder is executing herewith an
irrevocable proxy in the form of Exhibit A attached hereto granting to the Buyer
the right to vote, or to execute and deliver stockholder written consents, in
respect of the Subject Shares. It is understood and agreed that such
irrevocable proxy relates solely to voting for the Merger and against any Third
Party Transaction in accordance with this Agreement and does not constitute the
grant of any rights to said proxy to vote as to any other matters.
2
4. Termination. This Agreement will terminate, and be of no further force
or effect, if the Merger Agreement is terminated pursuant to Section 6.3(a),
(b), (c) or (d) of the Merger Agreement, provided that no such termination of
this Agreement shall relieve the Stockholder of any liability with respect to
any breach of this Agreement occurring prior to such termination.
5. Miscellaneous
(a) Amendments and Waivers. This Agreement may not be modified or
amended except by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment is sought. Any
party hereto may, in its sole election, solely as to itself and not as to any
other party hereto, only by an instrument in writing, waive compliance by
another party hereto with any term or provision hereof on the part of such other
party hereto to be performed or complied with. The waiver by any party hereto
of a breach of any term or provision hereof shall not be construed as a waiver
of any subsequent breach.
(b) Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the transactions contemplated hereby.
This Agreement is not intended to confer upon any other person any rights or
remedies hereunder.
(c) Applicable Law. This Agreement shall be exclusively governed by
and construed in accordance with the internal laws of the State of California
without regard to principles of conflicts of laws, except as to matters
manditorily governed by the Minnesota Business Corporation Act.
(d) Descriptive Headings, Section References, Date. The descriptive
headings contained herein are for convenient reference only and shall not affect
in any way the meaning or interpretation of this Agreement. Reference herein to
Sections refer, unless otherwise specified, to the designated Section of this
Agreement. The date of this Agreement is for identification only and is not
necessarily the date on which it was entered into.
(e) Counterparts. This Agreement and any amendments hereto may be
executed in any number of counterparts, each of which shall be deemed to be an
original but all of which together shall constitute but one agreement.
(f) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors. The
Stockholder may not assign its obligations or rights under this Agreement
without the prior written consent of the Buyer.
(g) Binding Effect. This Agreement shall, subject to the terms and
conditions hereof, be in all respects binding upon each of the Company and the
Buyer from and after the date hereof.
3
IN WITNESS WHEREOF, the Stockholder has signed this Agreement.
Stockholder: _________________________
Name:
Listed Shares:
--------------------------------------------------------
Certificate Number of
Number Record Holder Shares
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
total:
--------------------------------------------------------
Exceptions (see Section 2(a):
(Initial:) ____ None.
____ Describe:
Accepted:
_____________________________________
By: ________________________________
Name:
Title:
4
EXHIBIT A
IRREVOCABLE PROXY
The undersigned hereby grants to Oracle Corporation (the "Buyer") an
irrevocable proxy pursuant to the provisions of the Minnesota Business
Corporation Act to vote, or to execute and deliver written consents or otherwise
act with respect to, all shares of capital stock (the "Stock") of Carleton
Corporation (the "Corporation") now owned or hereafter acquired by the
undersigned as fully, to the same extent and with the same effect as the
undersigned might or could do under any applicable laws or regulations governing
the rights and powers of stockholders of a Minnesota corporation in connection
with the approval of the Merger as provided in the Voting and Proxy Agreement
dated November 8, 1999, between the undersigned and the Buyer. The undersigned
hereby affirms that this proxy is given as a condition of said Agreement and as
such is coupled with an interest and is irrevocable.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST
ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this ____ day of __________, 1999.
__________________________________
[Name of stockholder]
