October 1983 Meeting

As decided at the July meeting, the full company meetings were now held quarterly rather than monthly. This letter announced the first of these quarterly meetings, which was combined with a special shareholders' meeting called to adopt a provision basically intended to extricate John Walker and Dan Drake from the disastrous financial consequences of buying their initial stock through Marinchip. Also, we believed ourselves to be hot on the trail of venture capital and we wanted to be able to adopt any provisions required by investors should a deal emerge.

This was the first general company meeting held at the company's offices. We finally had enough space to fit all of the stockholders in at once.

Autodesk, Inc.
150 Shoreline Highway, − Bldg B
Mill Valley, Ca. 94941
(415) 331-0356

The October general meeting will be held at 1:00 on Sunday, October 9, at the company's main office:

150 Shoreline Highway, Building B
Mill Valley, California

The meeting has been moved to the second weekend of the month in order to accommodate arrangements for the special meeting of shareholders, for which an announcement accompanies this notice.

Note that the general meeting begins at 1:00, though the shareholders' meeting is scheduled for later.

The main topic of discussion will be our plans for marketing the product. Technically we are now well ahead of everybody, but competitors are beginning to sell products, and they're much better financed than we are. To avoid being swamped by their gigantic advertising budgets, we are now looking very seriously into getting outside money. This could be a large change in the organization of our business, and may require some official actions by the stockholders; we have called the special meeting so we can take action if necessary.

As noted in the announcement, the Board has adopted a change in the Bylaws regulating the transfer of Autodesk stock; since two directors are interested parties, we have made it subject to ratification by the shareholders. The management's position is that we have an anomalous situation when a corporation (call it XYZ Corp) owns stock or warrants in Autodesk: our bylaws prohibit XYZ from selling its Autodesk securities to anyone else without offering first refusal to the rest of us, but there is no effective way we can keep it from selling its own stock to somebody we don't like. When it does so, the beneficial ownership (and voting control) of some Autodesk stock is changed in a way over which we have no control.

On the other hand, if XYZ distributes its Autodesk holdings to its own stockholders, there is no change in beneficial ownership of Autodesk and a minimal change (toward fragmentation) in voting control; and stock which is distributed to individuals will fall under the effective control of our stock transfer restrictions. Therefore, if the stock transfer restrictions are a good idea, it seems to be in our interest to encourage and expedite such distributions, and we want to remove them from the first refusal process.

The whole question of stock transfer restrictions is controversial and will surely be a topic of discussion at the meeting, quite apart from this special case.

We expect to have a distribution of employee stock options ready for consideration by the founders. This will correspond pretty much to the second and third (and last) semiannual option distributions that we planned when we organized the company 18 months ago. We would like to get these options issued and out of the way before any potential investor can try to water them down as a bargaining point.

Daniel Drake
Secretary

Autodesk, Inc.
150 Shoreline Highway, − Bldg B
Mill Valley, Ca. 94941
(415) 331-0356

A special shareholders' meeting of Autodesk, Inc. will be held at 2:00 PM on Sunday, October 9, 1983, at the company's main office at 150 Shoreline Highway, Suite B-23, Mill Valley, California.

The meeting was called by order of John Walker, president, by authority granted in the Bylaws.

Stockholders of record September 28, 1983, will be eligible to vote at the meeting.

The purpose of the meeting is to discuss plans for increasing the company's capitalization, possibly by attracting additional investors, and to take actions that may be required in order to acquire new investors or to make the capital structure of the company more attractive to investors. Such actions may include changes in stock option plans or in restrictions on stock transfers.

The Board of Directors will submit for ratification an amendment to the corporate Bylaws, adopted September 7, 1983, allowing a particular class of stock transfer to proceed without the offer of first refusal rights to all shareholders. The position of the management on this change is given in the accompanying letter. The management knows of no other resolutions which are proposed for adoption at the meeting. If you are not absolutely sure that you will attend, please sign and return the enclosed proxy; it will be revoked automatically if you do attend.

Daniel Drake
Secretary

This was Autodesk's first expense report form, with items befitting the proclivities of the founders. This copy was painfully reconstructed from a paper copy of the form by Duff Kurland.