SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
Leisureplanet Holdings, Ltd.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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<PAGE>
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
LEISUREPLANET HOLDINGS, LTD.
CLARENDON HOUSE, CHURCH STREET
HAMILTON HM II, BERMUDA
-----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 2000
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of
Stockholders (the "Meeting") of Leisureplanet Holdings., Ltd. (the "Company")
will be held at the offices of Parker Chapin LLP, The Chrysler Building, 405
Lexington Avenue, Ninth Floor, New York, New York on Monday, May 1, 2000, at
2:00 p.m., Eastern Daylight Savings Time, to consider and act upon the following
matters:
1. The election of five directors of the Company to serve as the
Board of Directors until the next annual meeting of
stockholders and until their successors are duly elected and
qualified;
2. A proposal to increase the number of authorized shares of
common stock, par value $.01 per share, of the Company (the
"Common Stock") from 23,000,000 to 50,000,000;
3. A proposal to ratify the action of the Board of Directors in
appointing PricewaterhouseCoopers Inc as the Company's
independent public accountants for the fiscal year ending June
30, 2000;
4. The transaction of such other business as may properly come
before the Meeting or any adjournment or postponement thereof.
Information regarding the matters to be acted upon at the
Meeting is contained in the accompanying Proxy Statement.
The close of business on March 31, 2000 has been fixed as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting and any adjournment or postponement thereof. A list of such
stockholders will be open for examination by any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting at Parker Chapin LLP, The Chrysler Building, 405
Lexington Avenue, Ninth Floor, New York, New York 10174.
By Order of the Board of Directors,
Dawna Ferguson,
Secretary
Hamilton, Bermuda
April 1, 2000
- --------------------------------------------------------------------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. EACH STOCKHOLDER
IS URGED TO SIGN, DATE AND RETURN THE ENCLOSED FORM OF PROXY WHICH IS BEING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. AN ENVELOPE ADDRESSED TO THE
COMPANY'S TRANSFER AGENT IS ENCLOSED FOR THAT PURPOSE AND NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
LEISUREPLANET HOLDINGS, LTD
CLARENDON HOUSE, CHURCH STREET
HAMILTON HM II, BERMUDA
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 2000
This Proxy Statement is furnished to the holders of our common
stock, par value $.01 per share, and to the holders of our Class B common stock,
par value $.01 per share in connection with the solicitation of proxies by our
Board of Directors for use at our Annual Meeting of Stockholders to be held on
Monday, May 1, 2000, at 2:00 p.m., Eastern Daylight Savings Time, at the offices
of Parker Chapin LLP, The Chrysler Building, 405 Lexington Avenue, Ninth Floor,
New York, New York, and at any adjournment or postponement of such meeting. The
Annual Meeting is being held for the purposes set forth in the accompanying
Notice of Annual Meeting. The approximate mailing date of this Proxy Statement
is April 2, 2000.
The close of business on March 31, 2000 has been fixed by the
Board of Directors as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting and any adjournment or
postponement of such meeting. As of the record date, there were [8,359,332]
shares of our common stock outstanding and [901,025] shares of our Class B
common stock outstanding, which are the only classes of our voting securities
issued and outstanding. Each share of our common stock outstanding on the record
date will be entitled to one vote on all matters to come before the Annual
Meeting. Each share of our Class B common stock outstanding on the record date
will be entitled to five votes on all matters to come before the annual Meeting.
Cumulative voting is not permitted. A majority of our total issued voting
shares, represented in person or by proxy, is required to constitute a quorum
for the transaction of business at the Annual Meeting. Proxies submitted which
contain abstentions or broker nonvotes will be deemed present at the Annual
Meeting in determining the presence of a quorum.
The affirmative vote of a majority of the votes cast, in
person or by proxy, at the Annual Meeting will be required to elect each
director (Proposal 1), to approve the increase of the number of authorized
shares of our common stock from 23,000,000 to 50,000,000 (Proposal 2), and to
ratify the appointment of PricewaterhouseCoopers Inc as our independent public
accountants for our fiscal year ending June 30, 2000 (Proposal 3). Abstentions,
broker non-votes and votes not otherwise cast at the Annual Meeting will not be
counted for the purpose of determining the outcome of the vote on Proposals 1, 2
and 3. Our Board of Directors has unanimously recommended a vote in favor of
each nominee named in the Proxy and FOR Proposals 2 and 3.
Unless otherwise specified, all proxies received will be voted
for the election of all nominees named herein to serve as directors and in favor
of each of the other proposals set forth in the accompanying Notice of Annual
Meeting of Stockholders and described below. A proxy may be revoked at any time
before its exercise by delivering written notice of revocation to our Secretary,
by executing a proxy bearing a later date or by attendance at the Annual Meeting
and electing to vote in person. Attendance at the Annual Meeting without voting
in person will not constitute revocation of a proxy.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 13, 2000, certain
information as to the beneficial ownership of the our common stock by:
o each person known by us to own more than five percent (5%)
of our outstanding shares;
o each of our directors;
o each of our executive officers named in the Summary
Compensation Table under "Executive Compensation"; and
o all of our directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial
-------------------------------
Ownership (1)
-------------
Percentage Percentage of
Name and Address of Class B of Voting
Beneficial Shareholder Common Stock Common Ownership Power
---------------------- ------------ Stock (2) (1)(3) (1)(3)
--------- ------ ------
<S> <C> <C> <C> <C>
Michael Levy.............. 63,333(4) 736,589(5) 8.58% 28.98%
9511 West River Street
Shiller Park, IL 60176
Clive Kabatznik........... 519,999(6) 190,000 7.26% 10.98%
6100 Glades Road
Suite 305 Boca Raton, FL 33434
Cornelius J. Roodt........ 188,333(7) 0 2.0% 1.4%
P.O. Box 4001
Kempton Park
South Africa
BT Global Credit Limited . 1,263,157(8) 0 12.00% 8.94%
c/o Bankers Trust
Luxembourg S.A.
P.O. Box 807
14 Boulevard F.D. Roosevelt
L-2540 Luxembourg
Luxembourg
American Stock Transfer 354,334(9) 166,452(9) 5.62% 9.22%
& Trust Company
6201 15th Avenue
Brooklyn, New York 11219
All executive officers and
directors as a group (5 796,332(10) 926,589 17.13% 39.74%
persons)
</TABLE>
<PAGE>
(1) Beneficial ownership is calculated in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934. Shares subject to stock options,
for purposes of this table, are considered beneficially owned only to
the extent currently exercisable or exercisable within 60 days after
March 13, 2000.
(2) Except as otherwise indicated, each of the parties listed has sole
voting and investment power with respect to all shares of Class B
common stock indicated below.
(3) For the purposes of this calculation, our common stock and our Class B
common stock are treated as a single class of common stock. Our Class B
common stock is entitled to five votes per share, whereas our common
stock is entitled to one vote per share.
(4) Includes 63,333 shares of our common stock issuable upon exercise of
options that are immediately exercisable.
(5) Includes (i) 570,137 shares of our Class B common stock and (ii)
166,452 shares of our Class B common stock issued to the American Stock
Transfer & Trust Company pursuant to the terms of an escrow agreement,
which shares correspond to a like number of shares of First South
African Holdings (Pty.) Ltd. Class B stock. American Stock Transfer &
Trust Company has granted to Mr. Levy a proxy to vote each of such
shares of our Class B common stock.
(6) Includes 519,999 shares of our common stock issuable upon exercise of
options that are immediately exercisable.
(7) Includes 188,333 shares of our common stock issuable upon exercise of
options that are immediately exercisable.
(8) Includes 1,263,157 shares of our common stock issuable upon conversion
of certain Increasing Rate Senior Subordinated Convertible Debentures
(9) Based solely upon information contained in a Schedule 13G, Amendment
No. 1, dated 12/31/99 filed with the Securities and Exchange
Commission. All shares are held as escrow agent pursuant to various
escrow agreements. American Stock Transfer & Trust Company holds a
proxy to vote the shares of common stock.
Michael Levy holds a proxy to vote the shares of Class B Common Stock.
(10) Represents 796,332 shares issuable upon exercise of options that are
immediately exercisable.
<PAGE>
---------------------------------------------
PROPOSAL 1
ELECTION OF DIRECTORS
---------------------------------------------
At the Annual Meeting, our stockholders will elect five
directors to serve until the next annual meeting of stockholders and until their
respective successors are elected and qualified. Unless otherwise directed, all
proxies will be voted in favor of the election of Messrs. Levy, Kabatznik,
Roodt, Matty and ________ to serve as directors. Four of the five nominees
currently serve on our Board of Directors and their terms expire at the Annual
Meeting. The term of George Garrick as a member of our Board of Directors also
expires at the Annual Meeting. He has informed us that he does not wish to stand
for re-election to our Board of Directors.
Each nominee has advised us of his willingness to serve as a
director and we have no reason to expect that any of the nominees will be unable
to stand for election at the date of the Annual Meeting. In the event that a
vacancy among the original nominees occurs prior to the Annual Meeting, the
proxies will be voted for a substitute nominee or nominees, if any are named by
our Board of Directors, and for the remaining nominees.
Pursuant to an Underwriting Agreement, dated January 24, 1996,
by and among us, FSA Stock Trust and D.H. Blair Investment Banking Corp. and
executed with respect to certain provisions thereof by Messrs. Clive Kabatznik
and Michael Levy, we are required to nominate a designee of D.H. Blair, the
underwriter of our IPO, to our Board of Directors for a period of five years
from the date of the completion of our IPO. D.H. Blair has not yet selected such
a designee.
INFORMATION ABOUT NOMINEES
The following table sets forth information regarding the
nominees:
<TABLE>
<CAPTION>
NAME AGE DIRECTOR SINCE POSITIONS WITH THE COMPANY
---- --- -------------- --------------------------
<S> <C> <C> <C>
Michael Levy 54 1995 Chairman of the Board of Directors
Clive Kabatznik 43 1995 Vice Chairman of the Board of Directors,
Chief Executive Officer, President, Chief
Financial Officer and Director
Cornelius J. Roodt 41 1996 Director
Chris Matty 32 2000 Director
______________________ __ --- Nominee for Director
</TABLE>
All directors hold office until their respective successors
are elected, or until death, resignation or removal. Officers hold office until
the meeting of the Board of Directors following each Annual Meeting of
Stockholders and until their successors have been chosen and qualified.
MICHAEL LEVY is our co-founder and has served as Chairman of
our Board of Directors since inception. Since 1987, Mr. Levy has been the Chief
Executive Officer and Chairman of the Board of Arpac L.P., a Chicago-based
manufacturer of plastic packaging machinery.
<PAGE>
CLIVE KABATZNIK is our co-founder and has served as a director
and our President since inception and as our Vice Chairman, Chief Executive
Officer and Chief Financial Officer since October 1995.
CORNELIUS J. ROODT was appointed Managing Director and Chief
Financial Officer of one of our subsidiaries, First South African Holdings
(Pty.) Ltd., in July 1996. Mr. Roodt is responsible for overseeing all of the
South African operations of First South African Holdings (Pty.) Ltd. From
February 1994 to June 1996, Mr. Roodt was a senior partner at Price Waterhouse
Corporate Finance, South Africa. From January 1991 to June 1994, he was an audit
partner at Price Waterhouse, South Africa.
CHRIS MATTY has been Vice President of Strategic Development
for InfoSpace.com, Inc., an aggregator of content on the Internet, since
February 1997. Prior to that time, Mr. Matty was a consultant for Wiredweb, an
Internet service provider, from December 1996 to February 1997. In May 1996, Mr.
Matty founded Environmental Products, a recycling company, and was responsible
for finance and marketing of that company until December 1996. From June 1994 to
May 1996, Mr. Matty was a Program Manager at Clarion Communications, a
telecommunications company, where he was responsible for international business
development.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
CLIVE KABATZNIK is our co-founder and has served as a director
and our President since inception and as our Vice Chairman, Chief Executive
Officer and Chief Financial Officer since October 1995.
DAWNA FERGUSON, age [48], has been our Secretary since
November 1998 and is an employee of Codan Services Limited and has been employed
by that company as a Corporate Manager since November 1998. Prior to such time,
from 1993 to 1998, Ms. Ferguson was General Manager of the Bermuda law firm
Mello, Hollis, Jones & Martin.
CORNELIUS J. ROODT is the Managing Director and Chief
Financial Officer of one of our subsidiaries, First South African Holdings
(Pty.) Ltd. Please refer to "Information About Nominees" for more information
regarding Mr. Roodt.
MARK J. KORB, age 32, has been the Group Finance Director of
First SA Lifestyle Holdings Limited since April 1997. Prior to such time, from
August 1993 to March 1997, Mr. Korb was an employee of PricewaterhouseCoopers
Inc, as a Senior Audit Manager from July 1994 to March 1997 and a Manager from
August 1993 to June 1994.
PIERRE KLEINHANS, age 38, is the founder of LPI Limited, our
online travel services subsidiary, a business we acquired in February 1999. Mr.
Kleinhans has served in various capacities with the business, including Chief
Executive Officer since December 1997, Head of Business Development from January
1997 to December 1997, head of Corporate Strategy from March 1996 to December
1996 and Chief Executive Officer from January 1992 to March 1996.
BART GOEDSEELS, age [31], has been the Chief Operating Officer
of LPI Limited, our online travel services subsidiary, since December 1997. Mr.
Goedseels has also served as Director of Hotel Sales and Marketing from January
1997 to December 1997 and Head of International Hotel Recruitment from 1993 to
January 1997.
<PAGE>
BOARD MEETINGS AND COMMITTEES
Our Board of Directors is responsible for our overall
management. During the fiscal year ended June 30, 1999, our Board of Directors
held one meeting and acted by unanimous written consent twice. Each incumbent
director attended at least 75% of all meetings of the Board and committees on
which the person served which were held during the year.
Our Board of Directors has an audit committee and a
compensation committee. The audit committee is composed of Cornelius Roodt and
Michael Levy. The audit committee is responsible for recommending annually to
the Board of Directors the independent auditors to be retained, reviewing with
the independent auditors the scope and results of the audit engagement and
establishing and monitoring our financial policies and control procedures. The
audit committee held one meeting during fiscal year ended June 30, 1999.
The compensation committee is currently composed of Michael
Levy and George Garrick. These persons are intended to be non-employee directors
within the meaning of Rule 16b-3(b)(3)(i) promulgated under the Securities
Exchange Act of 1934. The compensation committee has power and authority with
respect to all matters pertaining to compensation payable and the administration
of employee benefits, deferred compensation and our stock option plans. The
Compensation Committee held no meetings during fiscal year ended June 30, 1999.
COMPENSATION OF DIRECTORS AND NOMINEES
Except for Mr. Levy, our directors do not receive fixed
compensation for their services as directors other than options to purchase
10,000 shares of our common stock granted to each non-employee director under
our 1995 Stock Option Plan. Mr. Levy receives an annual consulting fee of
$60,000 and options to purchase 10,000 shares of our common stock for every year
of service as a director. However, directors will be reimbursed for their
reasonable out-of-pocket expenses incurred in connection with their duties.
<PAGE>
EXECUTIVE COMPENSATION
The following summary compensation table sets forth the aggregate
compensation we paid or accrued to our Chief Executive Officer and to the
Managing Director and Chief Financial Officer of our subsidiary, First South
African Holdings (Pty.) Ltd., during the fiscal years ended June 30, 1997, June
30, 1998 and June 30, 1999. Apart from Mr. Kabatznik, whose annual salary is
$180,000, and Mr. Roodt, whose annual salary is $150,000, none of our executive
officers or any of our subsidiaries received compensation in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------- -----------------------------------
FISCAL
NAME AND YEAR OTHER ANNUAL RESTRICTED SECURITIES
PRINCIPAL POSITION ENDED SALARY BONUS COMPENSATION STOCK AWARDS UNDERLYING
JUNE 30, STOCK OPTIONS
- -------------------- ------------ --------------- ---------------- ------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
$ $
Clive Kabatznik, 1999 180,000 0 --- --- 5,000
President and Chief 1998 180,000 170,509 --- --- 255,000
Executive Officer 1997 135,000 195,142 --- --- 210,000
Cornelius J. Roodt, 1999 150,000 0 --- --- 5,000
Managing Director and 1998 150,000 170,509 --- --- 255,000
Chief Financial 1997 150,000 195,142 --- --- 155,000
Officer of First South
African Holdings
(Pty.) Ltd.
</TABLE>
The options granted to Mr. Kabatznik and Mr. Roodt during fiscal year
ended June 30, 1999 were granted under our 1995 Stock Option Plan and represent,
in each case, an option to purchase 5,000 shares of our common stock which is
currently exercisable at an exercise price of $2.19 per share.
The options granted to Mr. Kabatznik during fiscal year ended June 30,
1998 represent:
o an option granted under our 1995 Stock Option Plan to
purchase 5,000 shares of our common stock which is currently exercisable at an
exercise price of $6.00 per share; and
o a non-plan option granted by our Board of Directors to
purchase 250,000 shares of our common stock which is currently exercisable at an
exercise price of $4.75.
The options granted to Mr. Roodt during fiscal year ended June 30, 1998
represent:
o an option granted under our 1995 Stock Option Plan to
purchase 5,000 shares of our common stock which is currently exercisable at an
exercise price of $6.00 per share; and
o a non-plan option granted by our Board of Directors to
purchase 250,000 shares of our common stock at an exercise price of $4.75, which
option is currently exercisable with respect to 150,000 shares and has been
exercised with respect to 100,000 shares.
The options granted to Mr. Kabatznik during fiscal year ended June 30,
1997 represent:
<PAGE>
o an option granted under our 1995 Stock Option Plan to
purchase 5,000 shares of our common stock which is currently exercisable at an
exercise price of $3.75 per share; and
o an option granted under our 1995 Stock Option Plan to
purchase 205,000 shares of common stock at an exercise price of $5.00 per share,
which option is currently exercisable with respect to 166,666 shares of our
common stock.
The options granted to Mr. Roodt during fiscal year ended June 30, 1997
represent:
o an option granted under our 1995 Stock Option Plan to
purchase 5,000 shares of our common stock which is currently exercisable at an
exercise price of $3.75 per share; and
o an option granted under our 1995 Stock Option Plan to
purchase 150,000 shares of our common stock at an exercise price of $2.00 per
share, which option is currently exercisable with respect to 23,333 shares and
has been exercised with respect to 80,000 shares.
In July 1999, Mr. Roodt exercised options to acquire 80,000 shares of
our common stock at an exercise price of $2.00. In December 1999 and January
2000, Mr. Roodt exercised options to acquire an aggregate of 100,000 shares of
our common stock at an exercise price of $4.75.
OPTIONS GRANTED IN FISCAL 1999
The following table sets forth the details of options to purchase
common stock we granted to our executive officers during fiscal year ended June
30, 1999, including the potential realized value over the 5 year term of the
option based on assumed rates of stock appreciation of 5% and 10%, compounded
annually. These assumed rates of appreciation comply with the rules of the
Securities and Exchange Commission and do not represent our estimate of future
stock price. Actual gains, if any, on stock option exercises will be dependent
on the future performance of our common stock. Each option is immediately
exercisable.
<TABLE>
<CAPTION>
OPTIONS GRANTED
---------------
POTENTIAL REALIZABLE
NUMBER OF PERCENT OF TOTAL PER VALUE AT ASSUMED ANNUAL
SECURITIES TO SHARE RATE OF STOCK PRICE
UNDERLYING EMPLOYEES IN EXERCISE APPRECIATION
NAME OPTIONS FISCAL YEAR PRICE EXPIRATION DATE FOR OPTION TERM
- ---- ------- ----------- ----- --------------- ---------------
5% 10%
--- ---
<S> <C> <C> <C> <C> <C> <C>
Clive Kabatznik.......... 5,000 50.00% $2.19 April 29, 2004 $3,025 $6,685
Cornelius J. Roodt....... 5,000 50.00% $2.19 April 29, 2004 $3,025 $6,685
</TABLE>
In addition to the foregoing, in August 1999, we granted options to
acquire 250,000, 250,000 and 100,000 shares of our common stock to Clive
Kabatznik, Pierre Kleinhans and Michael Levy, respectively. Each option vests in
three annual installments commencing on August 6, 1999 and is exercisable at an
exercise price of $4.06. At that time, our compensation committee also approved
an amendment to the vesting schedule of an option to acquire 50,000 shares of
our common stock granted to Clive Kabatznik and an option to acquire 70,000
shares of our common stock granted to Cornelius Roodt. Each of these options
will vest in three annual installments commencing on August 6, 1999, at an
exercise price of $5.00 and $2.00, respectively.
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
No options were exercised by any of the above during fiscal year ended
June 30, 1999. As discussed above, however, certain options were exercised by
Mr. Roodt during fiscal year ending June 30, 2000. The following table sets
forth the number of shares of our common stock underlying unexercised options
granted by us to our executive officers and the value of those options at June
30, 1999. The value of each option is based on the positive difference, if any,
of the closing bid price for our common stock on the Nasdaq National Market on
June 30, 1999, or $4.8125, over the exercise price of the option.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS AT VALUE OF UNEXERCISED IN THE MONEY
FISCAL YEAR-END OPTIONS AT FISCAL YEAR-END
---------------------------------- --------------------------------------
NAME OF EXECUTIVE OFFICER EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- --------------- ----------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Clive Kabatznik 420,000 50,000 $34,050 0
Cornelius J. Roodt 345,000 70,000 $259,050 $196,875
</TABLE>
EMPLOYMENT AGREEMENTS
First South Africa Management, our management subsidiary, entered into
an employment agreement with Clive Kabatznik, our Vice Chairman, President and
Chief Executive Officer. The agreement provides for a term commencing on October
1, 1995 and terminating on October 1, 2000. The agreement also provides that Mr.
Kabatznik will devote substantially all of his business time, energies and
abilities to our business and will receive an annual salary of $180,000. Mr.
Kabatznik also received a one time immediately exercisable option to purchase
55,000 shares of our common stock at an exercise price of $5.00 per share. In
addition, Mr. Kabatznik was granted an additional option to purchase 150,000
shares of our common stock at an exercise price of $5.00 per share, exercisable
after the seventh anniversary following the grant date. However, the vesting of
such option will be accelerated as follows:
o the option will be exercisable with respect to 50,000 shares
on such earlier date that we realize earnings per share of $.75 or more on a
fiscal year basis;
o the option will be exercisable with respect to an additional
50,000 shares on such earlier date that we realize earnings per share of $1.00
or more on a fiscal year basis; and
o the option will be exercisable with respect to an additional
50,000 shares in three successive annual intervals beginning on August 6, 1999.
The option has vested with respect to 100,000 shares as a result of our
realization of the applicable earnings per share requirements. We intend, during
the term of Mr. Kabatznik's employment agreement, to pay Mr. Kabatznik an annual
incentive bonus of five percent of the Minimum Pretax Income, as defined in Mr.
Kabatznik's employment agreement, above $4,000,000, as is reported in our
audited financial statements for each fiscal year in which Mr. Kabatznik is
employed, exclusive of certain extraordinary earnings or charges. In November
1998, Mr. Kabatznik agreed to a non-competition agreement with First South
African Holdings (Pty.) Ltd. In exchange for his agreement, Mr. Kabatznik
received 2,000,000 shares of First Lifestyle Holdings.
First South African Holdings (Pty.) Ltd. has entered into an employment
agreement with its Managing Director and Chief Financial Officer, Cornelius J.
Roodt. The agreement provides for a term commencing on July 1, 1996 and
terminating in June 2001. The agreement provides that Mr. Roodt will
<PAGE>
devote substantially all of his business time, energies and abilities to our
business and will receive an annual salary of $150,000. Mr. Roodt also received
a one time option to purchase 150,000 shares of our common stock at an exercise
price of $2.00 per share. The option to purchase 150,000 shares of our common
stock is exercisable after the fifth anniversary following the grant date.
However, the vesting of such option will be accelerated as follows:
o the option will be exercisable with respect to 30,000 shares
on such earlier date that we realize earnings per share of $.75 or more on a
fiscal year basis;
o the option will be exercisable with respect to an additional
50,000 shares on such earlier date that we realize earnings per share of $1.00
or more on a fiscal year basis; and
o the option will be exercisable with respect to an additional
70,000 shares in three successive annual intervals beginning on August 6, 1999.
The option has vested with respect to 80,000 shares as a result of our
realization of the applicable earnings per share requirements. We intend, during
the term of Mr. Roodt's employment agreement, to pay Mr. Roodt an annual
incentive bonus of four percent of the Minimum Pretax Income, as defined in Mr.
Roodt's employment agreement, above $5,000,000, as is reported in our audited
financial statements for each fiscal year in which Mr. Roodt is employed,
exclusive of certain extraordinary earnings or charges. In November 1998, Mr.
Roodt entered into a non-competition agreement with First South African Holdings
(Pty.) Ltd. In exchange for his agreement, Mr. Roodt received 2,000,000 shares
of First Lifestyle Holdings.
LPI Limited, our online travel services subsidiary, entered into an
employment agreement with Pierre Kleinhans, the Chief Executive Officer of LPI
Limited. The agreement provides for a term commencing on June 1, 1999 and
terminating on December 31, 2003, subject to certain extension terms. The
agreement, as recently amended, provides that Mr. Kleinhans will devote all of
his time during normal business hours to our online travel service business and
will receive an annual salary of $200,000. Mr. Kleinhans also received a one
time immediately exercisable option to purchase 250,000 shares of LPI Limited at
an exercise price of the lower of $2.43 per share or 20% of the price at which
shares of LPI Limited are offered to third parties during any initial public
offering.
STOCK OPTION PLAN
Our Board of Directors has adopted and our shareholders, prior to our
initial public offering, approved our 1995 Stock Option Plan. Our 1995 Stock
Option Plan provides for the grant of:
o options that are intended to qualify as incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986
to key employees; and
o options not intended to so qualify to key employees,
including our directors and officers, and to directors and consultants who are
not employees.
The total number of shares of our common stock for which options may be granted
under our 1995 Stock Option Plan is 850,000 shares.
Our 1995 Stock Option Plan is administered by the compensation
committee of our Board of Directors. The compensation committee will determine
the terms of options exercised, including the exercise price, the number of
shares subject to the option and the terms and conditions of exercise. No
<PAGE>
option granted under our 1995 Stock Option Plan is transferable by the optionee
other than by will or the laws of descent and distribution and each option is
exercisable during the lifetime of the optionee only by such optionee or his
legal representatives.
The exercise price of incentive stock options under our 1995 Stock
Option Plan must be at least equal to 100% of the fair market value of such
shares on the date of grant, or 110% of fair market value in the case of an
optionee who owns or is deemed to own stock possessing more than 10% of the
voting rights of our outstanding capital stock. The term of each option will be
established by the compensation committee, in its sole discretion. However, the
maximum term for each incentive stock option granted under our 1995 Stock Option
Plan is ten years, or five years in the case of an optionee who owns or is
deemed to own stock possessing more than 10% of the total combined voting power
of our outstanding capital stock. Options will become exercisable at such times
and in such installments as the compensation committee will provide in the terms
of each individual option. The maximum number of shares for which options may be
granted to any individual in any fiscal year is 210,000.
Our 1995 Stock Option Plan also contains an automatic option grant
program for our directors. Each of our non-employee directors is automatically
granted an option for 10,000 shares of our common stock. In addition, each of
our non-employee directors is automatically granted an option to purchase 10,000
shares of our common stock following each annual meeting of shareholders. Each
employee director is automatically granted an option for 5,000 shares of our
common stock. In addition, each of our employee directors is automatically
granted an option to purchase 5,000 shares of our common stock following each
annual meeting of shareholders. Each grant has an exercise price per share equal
to the fair market value of our common stock on the grant date, is immediately
exercisable and has a term of five years measured from the grant date, subject
to earlier termination if an optionee's service as a Board member is terminated
for cause.
We have granted options to purchase 590,000 shares of our common stock
under our 1995 Stock Option Plan, 110,000 of which have been exercised.
NON-PLAN STOCK OPTIONS
We have granted non-plan stock options to purchase 1,100,000 shares of
our common stock, 500,000 of which were granted at an exercise price of $4.75
per share and 600,000 of which were granted at $4.06 per share. Options with
respect to 100,000 shares of our common stock have been exercised pursuant to
the foregoing non-plan stock options.
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative return to holders of our
common stock for the period commencing January 24, 1996 and ending June 30, 1999
with the Nasdaq Index and the Standard & Poor's Conglomerate Index as a peer
group index for the same period. The comparison assumes $100 was invested on
January 24, 1996 in our common stock and in each of the comparison groups. We
have paid no dividends to shareholders to date.
<TABLE>
<CAPTION>
JAN-96 MAR-96 JUN-96 SEP-96 DEC-96 MAR-97 JUN-97 SEP-97
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LPHL STOCK PRICE 100 62.50 115 120 80 107.5 175 175
NASDAQ COMPOSITE 100.00 103.92 111.82 115.77 121.82 115.28 136.07 159.06
INDEX
S&P CONGLOMERATE 100 103.94 102.91 100.04 100.38 105.51 113.33 119.76
INDEX
DEC-97 MAR-98 JUN-98 SEP-98 DEC-98 MAR-99 JUN-99
LPHL STOCK PRICE 126.25 151.25 83.76 18.76 18.76 43.76 96.26
NASDAQ COMPOSITE 148.17 173.21 178.78 159.83 204.47 232.25 253.41
INDEX
S&P CONGLOMERATE 132.98 151.66 159.39 136.79 176.24 199.49 197.02
INDEX
</TABLE>
PERFORMANCE CHART
[ PERFORMANCE GRAPH APPEARS HERE ]
<PAGE>
COMPENSATION COMMITTEE'S REPORT
CONCERNING EXECUTIVE COMPENSATION
OVERVIEW
Executive compensation determinations are made by our compensation
committee through consultation with our Board of Directors and other members of
management. We seek to provide executive compensation that will support the
achievement of our financial goals while attracting and retaining talented
executives and rewarding superior performance. In performing this function, we
may review executive compensation surveys and other available information and
may from time to time consult with independent compensation consultants. During
fiscal year ended June 30, 1999, our compensation committee consisted of Michael
Levy and George Garrick.
We seek to provide an overall level of compensation to our executives
that is competitive within our industry and/or the industries of our various
subsidiaries, and other companies of comparable size and complexity.
Compensation in any particular case may vary from any industry average on the
basis of our annual and long-term performance as well as individual performance.
We exercise our discretion to set compensation where in our judgment external,
internal or individual circumstances warrant it.
In general, we compensate our executive officers through a combination
of base salary, annual incentive compensation in the form of cash bonuses and
long-term incentive compensation in the form of stock options. In addition,
executive officers participate in benefit plans, including medical, dental and
retirement plans, that are available generally to our employees and/or employees
of our subsidiaries.
Our duties include the granting of stock options under our 1995 Stock
Option Plan and, if necessary, outside of that plan to our executive employees.
We feel that options are an effective incentive for our management to create
value for our stockholders, since the value of an option bears a direct
relationship to our stock price. We determine the number of shares granted to
individuals, as well as, among other things, the exercise price and vesting
periods of such options, taking into account each individual's level of
responsibility, compensation level, contribution to our performance, future
goals and the performance expected of him or her.
EXECUTIVE OFFICER COMPENSATION
One of our wholly owned subsidiaries, First South Africa Management
Corp., has entered into an Employment Agreement with Clive Kabatznik, which
agreement is currently in effect and expires in October 2000. See "Executive
Compensation--Employment Agreements." First South Africa Management Corp. is
also currently paying Michael Levy $60,000 per year on a monthly basis for
consulting services. Another one of our wholly owned subsidiaries, First South
African Holdings (Pty.) Ltd., has entered into an Employment Agreement with
Cornelius J. Roodt, which agreement is currently in effect and expires in June
2001. See "Executive Compensation--Employment Agreements." Our online travel
services subsidiary, LPI Limited, has entered into an employment agreement with
Pierre Kleinhans, which agreement expires in December 2003. See "Executive
Compensation--Employment Agreement." The base salary, bonuses, benefits and
conditions of these contracts were determined through a review of previous
employment terms for these individuals, if any, as well as a review of the
recent trends in our revenues and profits and the expected contribution of these
individuals to our future growth and profitability. We believe that the base
salary levels currently in effect are competitive to salary levels in similarly
situated companies. In addition, in certain instances, we linked employees'
compensation directly to our earnings before interest and taxes.
<PAGE>
We believe that linking executive compensation to corporate performance
results in a better alignment of compensation with corporate goals and
shareholder interests. As performance goals are met or exceeded, resulting in
increased value to our shareholders, executives are rewarded commensurably. We
believe that compensation levels during fiscal year ended June 30, 1999
adequately reflect our compensation goals and policies.
Respectfully submitted,
/s/
Michael Levy
/s/
George Garrick
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no interlocks or insider participation with any of our
executive directors or with any member of our compensation committee.
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors, and persons who beneficially own more than 10%
of our common stock, to file initial reports of ownership and reports of changes
of ownership with the Securities and Exchange Commission and furnish copies of
those reports to us. Based solely on a review of the copies of the reports
furnished to us to date, or written representations that no reports were
required, we believe that all reports required to be filed by such persons with
respect to our fiscal year ended June 30, 1999 were timely made, except for a
Statement of Changes in Beneficial Ownership (Form 4) filed by Mr. Levy.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LPI Limited, our online travel services subsidiary, entered into an
agreement with InfoSpace.com, Inc. in June 1999. Chris Matty, one of our
directors, is an officer of InfoSpace. The agreement with InfoSpace is for a
three year term and provides that InfoSpace can post promotional banners on its
web site infospace.com with links to leisureplanet.com. InfoSpace agreed to
deliver a minimum number of click-throughs to leisureplanet.com for each year.
InfoSpace has also agreed to launch a travel service on its home page
incorporating leisureplanet.com travel content and travel engines, as well as
integrate our travel engine into various aspects of InfoSpace's content. In
addition to the obligation of LPI Limited to make quarterly cash payments over
the term, InfoSpace also received a warrant to purchase 720,000 shares of our
common stock. The warrant is exercisable at a price of $.01 per share and vests
in six (6) successive quarters beginning on September 30, 1999. During fiscal
year ended June 30, 1999, LPI Limited issued the foregoing warrant to InfoSpace
and made cash payments to InfoSpace of $480,000. During fiscal year ending June
30, 2000, LPI Limited will make cash payments of approximately $480,000 to
InfoSpace.
<PAGE>
- --------------------------------------------------------------------------------
PROPOSAL 2
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 23,000,000 TO 50,000,000
- --------------------------------------------------------------------------------
Our Board of Directors has approved an increase in the number of
authorized shares of our common stock from 23,000,000 to 50,000,000. Our Board
of Directors has also authorized our officers to file, if stockholder approval
of this proposal 2 is obtained, a Memorandum of Increase of Share Capital with
the Registrar of Companies of Bermuda reflecting such increase, at which time
the increase will be effective.
PURPOSES AND CERTAIN POSSIBLE EFFECTS OF INCREASING THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK
We have no present plans to issue any of the additional shares
authorized by this proposed amendment. We do, however, continue to periodically
explore and negotiate additional financing, including financing of our online
travel services subsidiary, LPI Limited, and acquisitions of other companies,
products and assets. Our Board of Directors believes that if authorization for
the increase were postponed until a particular need arises, we would not then
have the degree of flexibility in negotitaions which may be important to the
effective use of such shares.
Although it is not the purpose of the proposed increase in our
authorized shares and our Board of Directors is not aware of any pending or
proposed effort to acquire control of us, the additional authorized but unissued
share of our common stock also could be used by our Board of Directors to
discourage, delay or make more difficult a change in control. For example, our
Board of Directors could permit issuances which would dilute the stock ownership
of a person seeking to effect a change in the composition of our Board of
Directors or contemplating a tender offer or other transaction for the
combination with another company. Other than this proposal, the Board of
Directors does not currently contemplate recommending the adoption of any other
proposals that could be construed to affect the ability of third parties to take
over or effect a change in control.
This proposal will not affect the rights of existing holders of our
common stock except to the extent that further issuance of our common stock will
reduce each existing stockholder's proportionate ownership.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS
PROPOSAL.
<PAGE>
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PROPOSAL 3
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
The firm of PricewaterhouseCoopers Inc audited our financial
statements for the fiscal year ended June 30, 1999. The Board of Directors has,
subject to ratification by our stockholders, appointed that firm to act as our
independent public accountants for the fiscal year ending June 30, 2000.
Accordingly, management will present to the Annual Meeting a resolution
ratifying the appointment of PricewaterhouseCoopers Inc as our independent
public accountants for the fiscal year ending June 30, 2000. A representative of
PricewaterhouseCoopers Inc is not expected to be present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS
PROPOSAL.
VOTING REQUIREMENTS
The affirmative vote of a majority of the votes cast, in
person or by proxy, at the Annual Meeting will be required to elect each
director (Proposal 1), to approve the increase in the authorized number of
shares of our common stock from 23,000,000 to 50,000,000 (Proposal 2), and to
ratify the appointment of PricewaterhouseCoopers Inc as our independent public
accountants for our fiscal year ending June 30, 2000 (Proposal 3). Abstentions,
broker non-votes and votes not otherwise cast at the Annual Meeting will not be
counted for the purpose of determining the outcome of the vote on Proposals 1, 2
and 3.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY RECOMMENDED A VOTE IN FAVOR OF
EACH NOMINEE NAMED IN THE PROXY AND FOR PROPOSALS 2 AND 3.
<PAGE>
MISCELLANEOUS
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the 2000
Annual Meeting of Stockholders must be received by us not later than December 4,
2000 for inclusion in our proxy statement and form of proxy for that meeting.
SOLICITATION OF PROXIES
We are bearing the cost of preparing, assembling and mailing
the Notice of Annual Meeting, this Proxy Statement and proxies. We will also
reimburse brokers who are holders of record of our common stock for their
expenses in forwarding proxies and proxy soliciting material to the beneficial
owners of such shares. In addition to the use of the mails, proxies may be
solicited without extra compensation by our directors, officers and employees by
telephone, telecopy, telegraph or personal interview.
OTHER MATTERS
Management does not intend to bring before the Annual Meeting
for action any matters other than those specifically referred to above and is
not aware of any other matters which are proposed to be presented by others. If
any other matters or motions should properly come before the Annual Meeting, the
persons named in the proxy intend to vote thereon in accordance with their
judgment on such matters or motions, including any matters or motions dealing
with the conduct of the Annual Meeting.
Our 1999 Annual Report, including financial statements and
report thereon of PricewaterhouseCoopers Inc, accompanies this Proxy Statement
but is not incorporated in and is not to be deemed a part of this Proxy
Statement.
PROXIES
All stockholders are urged to fill in their choices with
respect to the matters to be voted upon, sign and promptly return the enclosed
form of proxy.
By Order of the Board of Directors,
/s/
Dawna Ferguson
Secretary
April 1, 2000
<PAGE>
PROXY PROXY
LEISUREPLANET HOLDINGS, LTD.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 1, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, as proxies for the undersigned, CLIVE
KABATZNIK and DAWNA FERGUSON, or either of them, with full power of
substitution, to vote all shares of the capital stock of Leisureplanet Holdings,
Ltd. (the "Company") which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Company to be held on Monday, May 1, 2000, at
2:00 p.m., Eastern Daylight Savings Time, at the offices of Parker Chapin LLP,
The Chrysler Building, 405 Lexington Avenue, Ninth Floor, New York, New York,
receipt of Notice of which meeting and the Proxy Statement accompanying the same
being hereby acknowledged by the undersigned, and at any adjournment or
postponement thereof, upon the matters described in the Notice of Meeting and
Proxy Statement and upon such other business as may properly come before the
meeting or any adjournment or postponement thereof, hereby revoking any proxies
heretofore given.
EACH PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE ON THE REVERSE SIDE HEREOF. WHERE NO DIRECTION TO VOTE ON A
SPECIFIC MATTER IS GIVEN, THE PROXIES WILL BE DEEMED AUTHORIZED TO VOTE FOR EACH
LISTED NOMINEE TO SERVE AS A DIRECTOR AND FOR PROPOSALS 2 AND 3.
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side)
<PAGE>
LEISUREPLANET HOLDINGS, LTD.
A VOTE FOR EACH NOMINEE AND FOR PROPOSALS 2 AND 3
IS RECOMMENDED BY THE BOARD OF DIRECTORS.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS - For Withhold For All
Nominees: Michael Levy, Clive Kabatznik, All All Except
Cornelius J. Roodt, Chris Matty and |_| |_| |_|
_____________________
_________________________________________
(Except Nominee(s) written above)
FOR AGAINST ABSTAIN
2. To increase the number of authorized shares of our |_| |_| |_|
common stock from 23,000,000 to 50,000,000.
3. To ratify the selection of PricewaterhouseCoopers Inc |_| |_| |_|
as our independent public accountants.
Dated ____________, 2000
Signature(s)_______________________________
____________________________________________
NOTE: Please sign your name or names exactly
as set forth hereon. If signing as attorney,
executor, administrator, trustee or
guardian, please indicate the capacity in
which you are acting. Proxies executed by
corporations should be signed by a duly
authorized officer and should bear the
corporate seal.
</TABLE>
- --------------------------------------------------------------------------------
(DELTA) FOLD AND DETACH HERE (DELTA)
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
