<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PIA MERCHANDISING SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(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:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / 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>
PIA MERCHANDISING SERVICES, INC.
19900 MACARTHUR BOULEVARD, SUITE 900
IRVINE, CALIFORNIA 92718
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 6, 1997
------------------------
TO THE STOCKHOLDERS OF PIA MERCHANDISING SERVICES, INC.:
The 1997 Annual Meeting of Stockholders (the "1997 Annual Meeting") of PIA
Merchandising Services, Inc. (the "Company" or "PIA") will be held at 10:00
a.m., Pacific Time, on Friday, June 6, 1997 at The Sutton Place Hotel, 4500
MacArthur Boulevard, Newport Beach, California 92660, for the following
purposes:
1. To elect six Directors of the Company to serve during the ensuing year
and until their successors are elected and qualified.
2. To approve amendments to the 1995 Stock Option Plan to permit limited
transferability of options and limit option grants to participants
pursuant to Section 162(m) of the Internal Revenue Code of 1986.
3. To approve the adoption of the Employee Stock Purchase Plan.
4. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the year ending December 31, 1997.
5. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only the stockholders of record at the close
of business on April 22, 1997 will be entitled to notice of and to vote at the
1997 Annual Meeting or any adjournment or postponement thereof.
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1996 is being mailed with this Notice but is not to be
considered part of the proxy soliciting material.
By Order of the Board of Directors
PATRICK C. HADEN
SECRETARY
May 8, 1997
Irvine, California
YOU ARE URGED TO VOTE UPON THE MATTERS PRESENTED AND TO SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. IT IS IMPORTANT FOR
YOU TO BE REPRESENTED AT THE MEETING. PROXIES ARE REVOCABLE AT ANY TIME AND THE
EXECUTION OF YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ARE
PRESENT AT THE MEETING.
------------------------
REQUESTS FOR ADDITIONAL COPIES OF PROXY MATERIALS SHOULD BE ADDRESSED TO ROY
L. OLOFSON, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, AT THE OFFICES
OF THE COMPANY, 19900 MACARTHUR BOULEVARD, SUITE 900, IRVINE, CALIFORNIA 92718.
<PAGE>
PIA MERCHANDISING SERVICES, INC.
19900 MACARTHUR BOULEVARD, SUITE 900
IRVINE, CALIFORNIA 92718
------------------------
PROXY STATEMENT
1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 6, 1997
------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of PIA Merchandising Services,
Inc., a Delaware corporation (the "Company"), for use at the 1997 Annual Meeting
of Stockholders (the "1997 Annual Meeting") to be held on Friday, June 6, 1997
at 10:00 a.m., Pacific Time, at The Sutton Place Hotel, 4500 MacArthur
Boulevard, Newport Beach, California 92660, and any adjournment or postponement
thereof. This Proxy Statement and the form of proxy to be utilized at the 1997
Annual Meeting were mailed or delivered to the stockholders of the Company on or
about May 8, 1997.
MATTERS TO BE CONSIDERED
The 1997 Annual Metting has been called to (1) elect six Directors of the
Company to serve during the ensuing year and until their successors are elected
and qualified, (2) approve amendments to the 1995 Stock Option Plan to permit
limited transferability of options and limit option grants to participants
pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), (3) approve the adoption of the Employee Stock Purchase Plan, (4)
ratify the appointment of Deloitte & Touche LLP as the Company's independent
auditors for the year ending December 31, 1997 and (5) transact such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
RECORD DATE AND VOTING
The Board has fixed the close of business on April 22, 1997 as the record
date (the "Record Date") for the determination of stockholders entitled to vote
at the 1997 Annual Meeting and any adjournment or postponement thereof. As of
the Record Date, there were outstanding 5,899,558 shares of the Company's common
stock, $.01 par value (the "Common Stock").
QUORUM AND VOTING REQUIREMENTS
The holders of record of a majority of the outstanding shares of Common
Stock will constitute a quorum for the transaction of business at the 1997
Annual Meeting. As to all matters, each stockholder is entitled to one vote for
each share of Common Stock held. Abstentions and broker non-votes are counted
for purposes of determining the presence or absence of a quorum for the
transaction of business. The Director nominees who receive the greatest number
of votes at the 1997 Annual Meeting will be elected to the Board of the Company.
Stockholders are not entitled to cumulate votes. Votes against a candidate and
votes withheld have no legal effect. In matters other than the election of
Directors, abstentions are counted as votes against in tabulations of the votes
cast on proposals presented to stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
All proxies which are properly completed, signed and returned prior to the
1997 Annual Meeting will be voted. Any proxy given by a stockholder may be
revoked at any time before it is exercised, by filing with
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the Secretary of the Company an instrument revoking it, by delivering a duly
executed proxy bearing a later date or by the stockholder attending the 1997
Annual Meeting and voting his or her shares in person.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 1, 1997 by: (i) each person
(or group of affiliated persons) who is known by the Company to own beneficially
more than 5% of the Company's Common Stock; (ii) each of the Company's
directors; (iii) each of the executive officers named in the Summary
Compensation Table; and (iv) the Company's directors and executive officers as a
group. Except as indicated in the footnotes to this table, the persons named in
the table, based on information provided by such persons, have sole voting and
sole investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where applicable.
<TABLE>
<CAPTION>
AMOUNT OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENTAGE
- -------------------------------------------------- ------------------ ----------
<S> <C> <C>
Riordan, Lewis & Haden(1)......................... 1,637,151(2) 27.6%
300 S. Grand Avenue, 29th Floor
Los Angeles, California 90071
Clinton E. Owens.................................. 707,693(3) 11.6
c/o PIA Merchandising Services, Inc.
19900 MacArthur Boulevard, Suite 900
Irvine, California 92718
Strong Capital Management, Inc.................... 567,700(4) 9.6
Richard S. Strong
100 Heritage Reserve
Memomonee Falls, Wisconsin 53051
California Community Foundation................... 484,872(5) 8.1
606 S. Olive Street, Suite 2400
Los Angeles, California 90014
Hughes Investment Management Company on
behalf of the Hughes Retirement Plans Trust..... 300,000(6) 5.1
Hughes Electronics Corporation
7200 Hughes Terrace
Los Angeles, California 90045
John A. Colwell................................... 13,332(7) *
Thomas A. Goss.................................... 109,738(8) 1.8
Larry M. Dorr..................................... 120,583(9) 2.0
Michael J. Skinner................................ 15,851(10) *
Edwin E. Werner................................... 2,584(11) *
Patrick C. Haden.................................. 1,639,651(12) 27.6
Joseph H. Coulombe................................ 14,458(13) *
Edwin E. Epstein.................................. 17,461(14) *
J. Christopher Lewis.............................. 1,639,651(15) 27.6
All directors and executive officers as a group
(12 persons).................................... 2,690,821 42.5%
</TABLE>
- ------------------------
* Less than 1%.
2
<PAGE>
(1) Shares are owned by RVM/PIA, a California limited partnership managed by
Riordan, Lewis & Haden ("RLH").
(2) Includes 29,729 shares issuable upon exercise of certain warrants to
purchase Common Stock owned by RLH.
(3) Includes 498,394 shares held by Clinton E. and Mary Ann Owens as Trustees of
The Owens Family Trust dated June 20, 1994, 9,300 shares held by Clinton E.
Owens as Trustee of the Welch Trust for Marcia Browning and 199,999 shares
issuable upon the exercise of options which are exercisable as of, or will
become exercisable within 60 days of, April 1, 1997. Does not include 2,702
shares issuable upon the exercise of an option held by Mary Ann Owens, which
are exercisable as of, or will become exercisable within 60 days of April 1,
1997.
(4) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G, dated February 13, 1997, jointly filed by
Strong Capital Management, Inc. and Richard S. Strong.
(5) Includes 66,666 shares issuable upon exercise of a warrant to purchase
Common Stock.
(6) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G dated February 7, 1997, jointly filed by
Hughes Investment Management Company on behalf of the Hughes Retirement
Plans Trust and Hughes Electronics Corporation.
(7) Includes 7,027 shares issuable upon the exercise of options which are
exercisable as of, or will become exercisable within 60 days of, April 1,
1997.
(8) Includes 81,081 shares issuable upon the exercise of an option which is
exercisable as of, or will become exercisable within 60 days of, April 1,
1997.
(9) Includes 77,027 shares issuable upon the exercise of options which are
exercisable as of, or will become exercisable within 60 days of, April 1,
1997.
(10) Includes 14,851 shares issuable upon the exercise of options which are
exercisable as of, or will become exercisable within 60 days of, April 1,
1997.
(11) Includes 1,351 shares issuable upon the exercise of an option which is
exercisable as of, or will become exercisable within 60 days of, April 1,
1997.
(12) Includes 1,637,151 shares owned by RLH. Mr. Haden, a director of the
Company, may be deemed to share voting and investment power with respect to
all such shares as a general partner of RLH. No other person, other than J.
Christopher Lewis, a director of the Company has voting power or investment
power with respect to such shares. Also includes 2,500 shares issuable upon
the exercise of an option held by Mr. Haden which is exercisable as of, or
will become exercisable within 60 days of, April 1, 1997.
(13) Includes 5,405 shares held by Joseph H. Coulombe as Trustee of The Coulombe
Family Trust dated July 26, 1980 and 9,053 shares issuable upon the exercise
of options which are exercisable as of, or will become exercisable within 60
days of, April 1, 1997.
(14) Includes 10,405 shares issuable upon the exercise of options which are
exercisable as of, or will become exercisable within 60 days of, April 1,
1997.
(15) Includes 1,637,151 shares owned by RLH. Mr. Lewis, a director of the
Company, may be deemed to share voting and investment power with respect to
all such shares as a general partner of RLH. No other person, other than
Patrick C. Haden, a director of the Company, has voting power or investment
power with respect to such shares. Also includes 2,500 shares issuable upon
the exercise of an option held by Mr. Lewis which is exercisable as of, or
will become exercisable within 60 days of, April 1, 1997.
3
<PAGE>
PROPOSAL 1--ELECTION OF DIRECTORS
Six Directors are to be elected at the 1997 Annual Meeting to serve until
the next Annual Meeting of Stockholders and until their respective successors
have been elected and qualified. In the absence of instructions to the contrary,
proxies covering shares of Common Stock will be voted in favor of the election
of the persons listed below. In the event that any nominee for election as
Director should become unavailable to serve, it is intended that votes will be
cast, pursuant to the enclosed proxy, for such substitute nominee as may be
nominated by the Company. Management has no present knowledge that any of the
persons named will be unavailable to serve.
No arrangement or understanding exists between any nominee and any other
person or persons pursuant to which any nominee was or is to be selected as a
Director or nominee. None of the nominees has any family relationship to any
other nominee or to any executive officer of the Company.
INFORMATION CONCERNING NOMINEES TO BOARD OF DIRECTORS
Information is set forth below concerning the incumbent Directors, all of
whom are also nominees for election as Directors. Each nominee has consented to
being named in this Proxy Statement as a nominee for Director and has agreed to
serve as a Director if elected.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- --------------------------------- --- -----------------------------------------------------
<S> <C> <C>
Clinton E. Owens................. 55 Chairman of the Board, Chief Executive Officer and
Director
John A. Colwell.................. 46 Vice Chairman and Director
Patrick C. Haden(1)(2)........... 44 Secretary and Director
Joseph H. Coulombe(2)............ 66 Director
Edwin E. Epstein(1).............. 73 Director
J. Christopher Lewis............. 41 Director
</TABLE>
- ------------------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
MR. OWENS has been the Chairman and Chief Executive Officer of PIA since its
acquisition in August 1988. Mr. Owens has over 30 years experience in the
merchandising services and packaged goods industries. Mr. Owens previously has
served as Senior Vice President of Sales and Marketing of Coca Cola Foods, and
has also served in various management positions with RJR Foods and Procter &
Gamble, among others.
MR. COLWELL has been a member of the Board of Directors of the Company since
March 1991. On August 1, 1996, he was named Vice President--Mergers and
Acquisitions, and on February 17, 1997, he was named a Vice Chairman. From
January 1991 through July 1996, Mr. Colwell served as a Managing Director of
Lineberger & Co., a private equity investment firm, as well as Senior Vice
President of River City Plastics, Inc., a manufacturer of polyvinyl chloride
pipe. Mr. Colwell continues to act as a consultant to River City Plastics.
MR. HADEN became a member of the Board of Directors of the Company in August
1988 in connection with PIA's acquisition. Since 1987, Mr. Haden has been a
general partner of Riordan, Lewis & Haden, a Los Angeles based partnership which
invests in management buy-out and venture capital transactions. Mr. Haden also
serves as a director of Tetra Tech, Inc., an environmental engineering and
consulting firm, and several privately-held companies.
4
<PAGE>
MR. COULOMBE has been a member of the Board of Directors of the Company
since May 1993. Mr. Coulombe is the founder and former Chief Executive Officer
of Trader Joe's, a specialty food grocery chain that was founded in 1958. Mr.
Coulombe sold Trader Joe's in 1979 and remained the Chief Executive Officer of
Trader Joe's until January 1989. From February 1995 to April 1995, Mr. Coulombe
served as President and Chief Executive Officer of Sport Chalet, and served as a
director of Sport Chalet from February 1993 to June 1994. From February 1994 to
January 1995, Mr. Coulombe served as Chief Executive Officer of Provigo Corp.,
the Northern California subsidiary of Provigo Inc., of Montreal. From June 1992
to January 1994, Mr. Coulombe served as a member of the Board of Directors of
Imperial Bank, a subsidiary of Imperial Bancorp. From March 1992 to October
1992, Mr. Coulombe served as Executive Vice President of Pacific Enterprises in
charge of Thrifty Corporation, and also served as Co-Chairman of Thrifty
Corporation. From June 1989 through March 1992, Mr. Coulombe acted as an
independent business consultant. Mr. Coulombe also serves as a director of Cost
Plus World Market, a home furnishings store chain, and New Bristol Farms, Inc.,
a gourmet food grocery chain.
MR. EPSTEIN has been a member of the Board of Directors of the Company since
December 1992. Mr. Epstein was the co-founder and Chief Operating Officer of
Great Eastern Food Markets from 1947 to 1971. In 1967, Great Eastern was merged
into Hills Super Markets, Inc., operating stores in New York, New Jersey and
Connecticut, and Mr. Epstein served as President and Chief Executive Officer.
Since selling his interests in 1971, Mr. Epstein has served as President of
Retailing Insights, Inc., a food industry consulting firm. Mr. Epstein also
serves as a director of Information Resources, Inc., a business information
services company.
MR. LEWIS has been a member of the Board of Directors of the Company since
April 1997. Since 1982, Mr. Lewis has been a general partner of Riordan, Lewis &
Haden. Mr. Lewis also serves as a director of Tetra Tech, Inc., an environmental
engineering and consulting firm, Data Processing Resources Corporation, a
provider of information technology specialty staffing services, California Beach
Restaurants, Inc., an owner and operator of restaurants, and several
privately-held companies.
THE BOARD OF DIRECTORS
COMMITTEES
The standing committees of the Board are the Audit Committee (the "Audit
Committee") and the Compensation Committee (the "Compensation Committee"). PIA
does not have a standing nominating committee or any committee performing the
functions thereof.
The Audit Committee, which presently consists of Messrs. Haden and Coulombe,
met twice during the year ended December 31, 1996. The Audit Committee makes
recommendations concerning the engagement of independent public accountants;
reviews with the independent public accountants the plans for and scope of the
audit, the audit procedures to be utilized and results of the audit; approves
the professional services provided by the independent public accountants;
reviews the independence of the independent public accountants; and reviews the
adequacy and effectiveness of the Company's internal accounting controls.
The Compensation Committee, which presently consists of Messrs. Haden and
Epstein, met three times during 1996. The Compensation Committee determines
compensation for the Company's executive officers and administers the Company's
stock incentive plans. See "Report of the Compensation Committee of the Board of
Directors."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Neither member of the Compensation Committee was at any time during the year
ended December 31, 1996 or at any other time an officer or employee of the
Company. No executive officer of the Company serves as a member of the Board of
Directors or compensation committee of any other entity
5
<PAGE>
which has one or more executive officers serving as a member of the Company's
Board of Directors or Compensation Committee.
MEETINGS AND REMUNERATION
During 1996, the Board held three meetings and took various actions by
written consent. Each incumbent Director attended at least 75% of the aggregate
of (i) the total number of meetings held by the Board during 1996 and (ii) the
total number of meetings held by all committees of the Board during that period
within which he was a Director or member of such committee of the Board. Each
Director is elected to hold office until the next annual meeting of stockholders
and until his respective successor is elected and qualified.
During the year ended December 31, 1996, the Company paid to Messrs.
Colwell, Coulombe and Epstein an aggregate of $58,500, $6,000 and $27,000,
respectively, for services as members of the Company's Board and as consultants,
and also reimbursed Messrs. Colwell, Coulombe and Epstein for certain expenses
in connection with their attendance at Board and committee meetings. Mr. Haden
received no compensation for his services as a director.
In December 1995, the Company entered into a consulting agreement with Mr.
Colwell pursuant to which the Company agreed to pay to Mr. Colwell a monthly
retainer of $6,500 plus certain additional compensation based on mutually
agreed-upon objectives, to provide medical insurance to Mr. Colwell and to
reimburse Mr. Colwell for approved travel expenses. On August 1, 1996, Mr.
Colwell joined the Company as a full-time employee and this consulting
arrangement terminated.
On August 15, 1996, the Company granted to each of Messrs. Colwell,
Coulombe, and Epstein a fully-vested option to acquire 5,000 shares of the
Company's Common Stock at a price of $14.00 per share for their services as
directors. In addition, the Company granted to each of Messrs. Haden and Lewis a
fully-vested option to acquire 2,500 shares of Common Stock at a price of $14.00
per share for their services as a director and consultant, respectively.
1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS. The Company adopted its
1995 Stock Option Plan for Nonemployee Directors in December 1995 (the
"Nonemployee Directors Plan"). The purpose of the Nonemployee Directors Plan is
to promote the interests of the Company and its stockholders by strengthening
the Company's ability to attract and retain the services of experienced and
knowledgeable nonemployee directors. The Nonemployee Directors Plan provides for
the grant of non-qualified stock options only. A reserve of 100,000 shares of
the Company's Common Stock has been established for issuance under the
Nonemployee Directors Plan.
The Nonemployee Directors Plan is administered by the Company's Compensation
Committee. Each member of the Company's Board of Directors who is not otherwise
an employee or officer of the Company or any subsidiary of the Company (each an
"Eligible Director") is eligible to participate in the Nonemployee Directors
Plan. Directors who are consultants of, but not otherwise employees or officers
of, the Company are Eligible Directors.
Under the Nonemployee Directors Plan, an option to purchase 1,500 shares of
Common Stock will be granted to each Eligible Director on the date of the 1997
Annual Meeting. Thereafter, an additional option to purchase 1,500 shares of
Common Stock will be granted automatically each year, immediately following the
annual meeting of stockholders of the Company, to each Eligible Director. Each
option shall vest and become exercisable in full on the first anniversary of its
grant date, provided that the optionee is reelected as a director of the
Company. The maximum term of options granted under the Nonemployee Directors
Plan is ten years and one day, subject to earlier termination following an
optionee's cessation of service with the Company.
The exercise price of stock options granted under the Nonemployee Directors
Plan will be the fair market value of the Common Stock on the date of grant. The
exercise price is immediately payable upon
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<PAGE>
exercise of the option. Such payment may be made in cash, by check or in such
other form of lawful consideration (including promissory notes or shares of
Common Stock then held) as the Compensation Committee may approve from time to
time.
Options granted under the Nonemployee Directors Plan are non-transferable
except to immediate family members, a trust for their benefit or a partnership
in which such family members are the only partners. Such options generally
expire three months after the termination of any optionee's service to the
Company. In general, if an optionee is permanently disabled or dies during his
service to the Company, such option may be exercised up to six months after such
disability or death; provided, however, that the Compensation Committee may in
its discretion extend the period for up to five years, provided that such
extension does not extend the period during which the option may be exercised
beyond the original term of the option.
Upon the dissolution or liquidation of the Company or upon any
reorganization, merger or consolidation in which the Company does not survive,
the Nonemployee Directors Plan and each outstanding option granted thereunder
shall terminate; provided, that each optionee to whom no substitute option has
been tendered by the surviving corporation will have the right to exercise in
whole or in part any unexpired option or options issued to him, without regard
to the vesting provisions thereof.
The Board of Directors may amend or modify the Nonemployee Directors Plan
and outstanding options at any time, including but not limited to accelerating
the time at which an option may be exercised, provided that no such amendment or
modification may adversely affect the rights and obligations of the participants
with respect to their outstanding options without their consent. The Nonemployee
Directors Plan will terminate in December 2005, unless sooner terminated by the
Board.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
The Company's Certificate of Incorporation limits the liability of directors
to the maximum extent permitted by Delaware law. Delaware law provides that
directors of a company will not be personally liable for monetary damages for
breach of their fiduciary duties as directors, except for liability (i) for any
breach of their duty of loyalty to the company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its officers
and directors and may indemnify its employees and other agents to the fullest
extent permitted by law. The Company's Bylaws also permit it to secure insurance
on behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in such capacity, regardless of whether the
Bylaws would permit indemnification.
The Company maintains director and officer liability insurance.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company in which indemnification
will be required or permitted. The Company is not aware of any threatened
litigation or proceeding which may result in a claim for such indemnification.
7
<PAGE>
EXECUTIVE OFFICERS, COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
Set forth in the table below are the names, ages and current offices held by
all executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- -------------------------- --- ------------------------------------------------------------
<S> <C> <C>
Clinton E. Owens.......... 55 Chairman of the Board and Chief Executive Officer
Edwin J. Werner........... 64 Vice Chairman
John A. Colwell........... 46 Vice Chairman
Larry M. Dorr............. 50 Executive Vice President--Operations
Arthur Portugal........... 54 Executive Vice President--Client Services
Roy L. Olofson............ 58 Executive Vice President and Chief Financial Officer
Michael J. Skinner........ 43 Executive Vice President--Sales and Marketing
Mark J. Hallsman.......... 42 Senior Vice President--Human Resources
</TABLE>
Executive officers of the Company are elected by and serve at the discretion
of the Board. None of the executive officers has any family relationship to any
nominee for Director or to any other executive officer of the Company. Set forth
below is a brief description of the business experience for the previous five
years of all executive officers except Messrs. Owens and Colwell. See
"Information Concerning Nominees to Board of Directors."
MR. WERNER joined PIA as a Senior Vice President in December 1994 and was
named Vice Chairman in September 1996. From December 1987 to December 1994, Mr.
Werner was President and Chief Executive Officer of The Werner Group, Inc., a
consumer packaged goods consulting firm.
MR. DORR joined the Company in May 1980 and has served as Executive Vice
President--Corporate Operations since October 1993. From January 1990 to October
1993, Mr. Dorr served as PIA's Senior Vice President--Corporate Operations.
Prior to joining PIA, Mr. Dorr spent 17 years with Kroger Co. in various
management and operations positions.
MR. PORTUGAL joined PIA in December 1985 as a Senior Vice President and
became Executive Vice President--Business Development in January 1987. Mr.
Portugal also served in a variety of merchandising and management positions with
PIA, prior to its acquisition, from 1965 until 1975. Mr. Portugal has over 30
years experience in the food merchandising industry, including ten years with
two major Southern California food brokerage organizations.
MR. OLOFSON joined the Company as Executive Vice President and Chief
Financial Officer in August 1996. Prior to joining PIA, Mr. Olofson spent 14
years with FEDCO Inc., a membership department store chain, serving in various
management and operations positions, including Chief Executive Officer, Chief
Operating Officer and Chief Financial Officer. Before joining FEDCO, he spent 12
years as Vice President of Finance for Carter Hawley Hale Stores, Inc.
MR. SKINNER joined PIA in February 1995 as Senior Vice President--Marketing,
and was named Executive Vice President--Sales and Marketing in February 1996.
From August 1992 to February 1995, Mr. Skinner served as President and Chief
Executive Officer of Winterbrook Corp., a manufacturer and marketer of
beverages. Winterbrook filed a petition under the federal bankruptcy laws during
1996. From August 1987 until August 1992, Mr. Skinner served as Vice
President--Marketing of Shasta Beverages, Inc., a manufacturer and marketer of
soft drinks.
MR. HALLSMAN joined PIA in August 1993 as Vice President--Human Resources
and became a Senior Vice President in December 1995. From September 1985 to
August 1993, Mr. Hallsman served as Director, Human Resources of Con-Way Western
Express, a provider of short-haul trucking services.
8
<PAGE>
COMPENSATION
The following table sets forth all compensation received for services
rendered to the Company in all capacities for the three years ended December 31,
1996 by (i) the Company's Chief Executive Officer, and (ii) each of the other
four most highly compensated executive officers of the Company who were serving
as executive officers at December 31, 1996 (collectively, the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION SECURITIES
YEAR ENDED ----------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITIONS DECEMBER 31, SALARY($)(1) BONUS($) OPTIONS(#) COMPENSATION($)(2)
- -------------------------------------- --------------- ----------- ---------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
Clinton E. Owens...................... 1996 $ 400,000 $ 50,000 -- $ 36,820
Chief Executive Officer 1995 407,840 10,000 -- 22,673
1994 276,763 225,000 -- 19,733
Thomas A. Goss(3)..................... 1996 225,000 25,000 -- 4,313
Chief Operating Officer 1995 225,000 40,000 -- 4,417
and President 1994 200,000 -- -- --
Larry M. Dorr......................... 1996 177,000 18,000 -- 3,393
Executive Vice President-- 1995 177,000 25,000 -- 3,490
Operations 1994 158,000 45,000 13,513 3,160
Michael J. Skinner.................... 1996 168,750 12,500 54,000 3,084
Executive Vice President-- Sales and 1995 125,214 -- 5,405 --
Marketing 1994 -- -- -- --
Edwin J. Werner....................... 1996 157,500 10,000 40,540 1,983
Vice Chairman 1995 138,667 -- 5,405 --
1994 -- -- -- --
</TABLE>
- ------------------------
(1) For the year ended December 31, 1994, includes $9,240 and $6,320 deferred at
the election of Messrs. Owens and Dorr, respectively; for the year ended
December 31, 1995, includes $9,240, $8,833 and $6,980 deferred at the
election of Messrs. Owens, Goss and Dorr, respectively; and for the year
ended December 31, 1996, includes $109,500, $16,650, $21,768, $14,500 and
$25,248 deferred at the election of Messrs. Owens, Goss, Dorr, Skinner and
Werner, respectively, pursuant to the Company's 401(k) Plan and Deferred
Compensation Arrangement. See "--Compensation Plans--401(k) Plan" and
"--Deferred Compensation Arrangement."
(2) Consists of contributions to the 401(k) Plan made by the Company on behalf
of each of Messrs. Owens, Goss, Dorr, Skinner and Werner, respectively. Also
includes an aggregate of $15,923, $18,826 and $29,820 in insurance premiums
paid by the Company on behalf of Mr. Owens during the years ended December
31, 1994, 1995 and 1996, respectively, for certain life and disability
insurance policies of which Mr. Owens is the sole beneficiary.
(3) Mr. Goss resigned from the Company as of February 14, 1997.
The Company currently has no employment contracts with any of the Named
Executive Officers. As described below under "--Compensation Plans," under
certain circumstances, the exercisability of options granted to the Named
Executive Officers may be accelerated in the event of a merger.
9
<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding each grant of stock
options made during the year ended December 31, 1996 to each of the Named
Executive Officers. No stock appreciation rights ("SARs") were granted during
such period to such persons.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM (1)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ---------------------
NAME GRANTED(#) PERIOD(%) PRICE($/SH) DATE 5%($) 10%($)
- ------------------------------------- ----------- --------------- ------------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Clinton E. Owens..................... -- -- -- -- -- --
Thomas A. Goss....................... -- -- -- -- -- --
Larry M. Dorr........................ -- -- -- -- -- --
Michael J. Skinner(2)................ 54,000 25.2 14.00 3/01/06 475,200 1,204,740
Edwin J. Werner(3)................... 40,540 18.9 14.00 8/15/06 356,752 904,447
</TABLE>
- ------------------------
(1) The potential realizable value is determined by multiplying the exercise
price per share by the stated annual appreciation rate compounded annually
for the term of the option (ten years), subtracting the exercise price per
share from the product, and multiplying the remainder by the number of
options granted. The actual value realized may be greater or less than the
potential realizable values set forth in the table. No gain to the optionee
is possible unless the stock price increases over the option term, which
will benefit all stockholders.
(2) This option was granted on April 1, 1996 pursuant to the Company's 1995
Stock Option Plan, and vests in four equal annual installments beginning on
the first anniversary of the grant date.
(3) This option was granted on August 15, 1996 pursuant to the Company's 1995
Stock Option Plan, and vests in four equal annual installments beginning on
the first anniversary of the grant date.
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth the number and value of the exercisable and
unexercisable options held by each of the Named Executive Officers at December
31, 1996. None of the Named Executive Officers exercised any options during the
fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)
-------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------- ----------- ------------- ---------- -------------
<S> <C> <C> <C> <C>
Clinton E. Owens.......................................... 199,999 27,027 1,169,397 83,784
Thomas A. Goss(2)......................................... 81,081 27,027 251,351 83,784
Larry M. Dorr............................................. 77,027 20,271 306,201 55,339
Michael J. Skinner........................................ 14,851 44,554 932 2,797
Edwin J. Werner........................................... 1,351 44,594 932 2,797
</TABLE>
- ------------------------
(1) Value is determined by subtracting the exercise price from the fair market
value of $10.50 per share (the closing price for the Company's Common Stock
as reported on the Nasdaq National Market as of December 31, 1996) and
multiplying the remainder by the number of underlying shares of Common
Stock.
(2) Mr. Goss resigned from the Company as of February 14, 1997.
10
<PAGE>
COMPENSATION PLANS
1990 STOCK OPTION PLAN. The Company's 1990 Stock Option Plan became
effective in June 1990 (as amended through February 1997, the "1990 Option
Plan"). The purpose of the 1990 Option Plan and of granting options to specified
employees and directors of the Company pursuant thereto is to assist such
persons in acquiring shares of Common Stock of the Company and thereby
benefitting directly from the Company's growth, development and financial
success. The 1990 Option Plan provides for the grant of non-qualified stock
options only. The Company has authorized 1,000,000 shares of Common Stock for
issuance upon the exercise of options granted under the 1990 Option Plan. As of
December 31, 1996, there were 648,662 options outstanding under the 1990 Plan at
a weighted average exercise price of $6.52 per share, and 60,879 shares of
Common Stock had been issued upon exercise of options at a weighted average
price of $5.93 per share. In December 1995, the Board determined that no further
option grants will be made under the 1990 Option Plan.
The 1990 Option Plan is administered by the Company's Compensation
Committee. The Compensation Committee has discretion to determine, among other
things, which eligible individuals are to receive option grants, the number of
shares subject to each such grant, and the vesting schedule to be in effect for
the option grant. The maximum term of options granted under the 1990 Option Plan
is ten years and one week, subject to earlier termination following an
optionee's cessation of service with the Company.
The exercise price of stock options granted under the 1990 Option Plan must
be equal to at least 85% of the fair market value of the stock subject to the
option on the date of grant. The purchase price is payable immediately upon the
exercise of the option. Such payment may be made in cash, by check or in such
other form of lawful consideration (including promissory notes or shares of
Common Stock then held) as the Board of Directors of the Company may approve
from time to time.
Options granted under the 1990 Option Plan are non-transferable except to
immediate family members, trusts for their benefit or a partnership in which
such family members are the only partners. Such options generally expire three
months after the termination of an optionee's service to the Company. In
general, if an optionee is permanently disabled or dies during his or her
service to the Company, such option may be exercised up to one year following
such disability or death.
Upon the dissolution or liquidation of the Company or upon any
reorganization, merger or consolidation in which the Company does not survive,
the 1990 Option Plan and each outstanding option granted thereunder terminates;
provided, that each optionee to whom no substitute option has been tendered by
the surviving corporation has the right to exercise in whole or in part any
unexpired option or options issued to him or her, without regard to the vesting
provisions thereof.
The Board of Directors may amend or modify the 1990 Option Plan and
outstanding options at any time, including but not limited to accelerating the
time at which an option may be exercised, provided that no such amendment or
modification may adversely affect the rights and obligations of the participants
with respect to their outstanding options or unvested shares without their
consent.
1995 STOCK OPTION PLAN. The Company's 1995 Stock Option Plan became
effective in December 1995 (as amended through February 1997, the "1995 Option
Plan"). The purpose of the 1995 Option Plan and of granting options to specified
employees, consultants and directors of the Company pursuant thereto is to
assist such persons in acquiring shares of Common Stock of the Company and
thereby benefitting directly from the Company's growth, development and
financial success. The 1995 Option Plan provides for the grant of either
incentive or non-qualified stock options to employees, outside directors and
consultants of the Company. A reserve of 1,000,000 shares of the Company's
Common Stock has been established for issuance under the 1995 Option Plan. As of
December 31, 1996, there were 214,540 options outstanding under the 1995 Plan at
a weighted average exercise price of $13.53 per share. None of such options has
been exercised.
11
<PAGE>
The 1995 Option Plan is administered by the Company's Compensation
Committee. The Compensation Committee has discretion to determine, among other
things, which eligible individuals are to receive option grants, the number of
shares subject to each such grant, and the vesting schedule to be in effect for
the option grant. The vesting of all options granted pursuant to the 1995 Option
Plan may be based upon the Company's attaining of specified performance criteria
and/or may also be based on the passage of time. The maximum term of options
granted under the 1995 Option Plan is ten years, except in the case of incentive
stock options granted to greater than ten percent stockholders of the Company,
for which the term is five years, and subject in all cases to earlier
termination following an optionee's cessation of service with the Company. The
exercise price of non-qualified stock options granted under the 1995 Option Plan
must be equal to at least 85% of the fair market value of the Common Stock
subject to the option on the date of grant. The exercise price of incentive
stock options granted under the 1995 Option Plan must be equal to at least the
fair market value of the Common Stock subject to the option on the date of
grant, or 110% of such fair market value with respect to options granted to
greater than ten percent stockholders of the Company. The Compensation Committee
determines the fair market value of the Common Stock underlying each option
using a formula specified in the 1995 Option Plan. The purchase price is payable
immediately upon the exercise of the option. Such payment may be made in cash,
by check or in such other form of lawful consideration (including shares of
Common Stock then held) as the Compensation Committee may approve from time to
time.
Options granted under the 1995 Option Plan are non-transferable except to
immediate family members, trusts for their benefit or a partnership in which
such family members are the only partners. Such options generally expire three
months after the termination of an optionee's service to the Company. In
general, if an optionee is permanently disabled or dies during his or her
service to the Company, such option may be exercised up to six months following
such disability or death.
Upon the dissolution or liquidation of the Company or upon any
reorganization, merger or consolidation in which the Company does not survive,
the 1995 Option Plan and each outstanding option granted thereunder shall
terminate; provided, that each optionee to whom no substitute option has been
tendered by the surviving corporation shall have the right to exercise in whole
or in part any unexpired option or options issued to him or her, without regard
to the vesting provisions thereof.
The Board of Directors may amend or modify the 1995 Option Plan and
outstanding options at any time, including but not limited to accelerating the
time at which an option may be exercised, provided that no such amendment or
modification may adversely affect the rights and obligations of the participants
with respect to their outstanding options or unvested shares without their
consent. Generally, no amendment of the 1995 Option Plan may, without the
approval of the Company's stockholders, (i) modify the class of individuals
eligible to receive incentive stock options, (ii) increase the number of shares
available for issuance, except in the event of certain changes to the Company's
capital structure, or (iii) modify the 1995 Option Plan such that it fails to
meet the requirements of Rule 16b-3 of the Securities Exchange Act of 1934, as
amended. The 1995 Option Plan will terminate in December 2005, unless sooner
terminated by the Board.
See "Proposal 2--Amendment of 1995 Stock Option Plan."
EMPLOYEE STOCK PURCHASE PLAN. On February 17, 1997, the Company adopted an
Employee Stock Purchase Plan ("ESP Plan"), subject to stockholder approval. The
ESP Plan allows employees of the Company to purchase Common Stock at a discount,
without having to pay any commissions on the purchases. The maximum amount that
any employee can contribute to the Purchase Plan per quarter is $6,250, and the
total number of shares which are reserved by the Company for purchase under the
Purchase Plan is 200,000. See "Proposal 3--Adoption of the Company's Employee
Stock Purchase Plan."
401(k) PLAN. The PIA Savings and Retirement 401(k) Plan (the "401(k) Plan")
covers all Company employees that do not participate in the pension plans
described below. An employee may elect to defer, in the form of Company
contributions to the 401(k) Plan on his or her behalf, up to 15% of the total
12
<PAGE>
compensation that would otherwise be paid to the employee, not to exceed the
amount allowed by applicable Internal Revenue Service guidelines. In addition,
the Company makes matching contributions to the 401(k) Plan each year equal to
50% of the participant's elective contributions (not to exceed 4% of the total
compensation) for such year, and may also make additional contributions to the
401(k) Plan for one or more plan years to be allocated to eligible participants
in proportion to their total compensation (including deferred salary
contributions) for the year. Contributions are allocated to each employee's
individual account and are invested in a variety of mutual funds according to
the directions of the employee. Employee contributions are fully vested and
nonforfeitable at all times. Company matching contributions vest over five
years.
DEFERRED COMPENSATION ARRANGEMENT. The Deferred Compensation Arrangement
("DCA") permits a certain group of highly compensated employees who are
designated by the Board of Directors to defer the receipt of some or all of
their compensation until a subsequent year. Participants are not subject to
income tax on the amount of their contributions to the DCA ("Deferrals"), but
those amounts are subject to federal employment taxes. The Company will
generally make matching contributions on behalf of the contributions made by
participants to the DCA and participants will gain a vested interest in the
matching contributions, to the same extent as under the 401(k) Plan.
Participants always have a fully vested right to their Deferrals. Although no
amounts are set aside by the Company to pay the benefits under the DCA, a trust
has been established to "informally" fund the benefits under the DCA.
Participants can direct the manner in which the amounts held on their behalf
under the DCA are invested. Although the DCA is not a tax-qualified retirement
plan, under certain circumstances, a participant's Deferrals may be transferred
to the 401(k) Plan. A participant's benefit under the DCA will be paid in either
a lump sum or in installments, as elected by the participant.
EXEC-U-CARE PLAN. Under the Exec-U-Care Plan (the "Exec-U-Care Plan"), the
Company provides the Chairman and certain other senior officers of the Company
up to $100,000 supplemental medical coverage in addition to the standard medical
coverage offered to such persons generally by the Company. The Exec-U-Care Plan
requires that the employees covered thereunder have a primary medical insurance
plan which meets certain minimum standards of coverage; the Exec-U-Care Plan
then covers the deductible and certain other expenses not paid for by the basic
medical insurance plan.
PENSION PLANS. Certain of the Company's employees are covered by
union-sponsored, collectively bargained, multi-employer pension plans. The
Company has no current intention of withdrawing from any of these plans.
INCENTIVE COMPENSATION PLAN. The Company has established its Incentive
Compensation Plan (the "Incentive Plan") for the compensation of its employees
and executives. All payments under the Incentive Plan are contingent on the
Company achieving its corporate profit goals, the Company's operating divisions
achieving their profit goals, the employee achieving his/her expected
performance level, and approval by the Board of Directors of the Company.
KEY MAN LIFE INSURANCE
The Company currently maintains term life insurance policies in the
aggregate amount of $4.0 million on the life of Mr. Owens under which the
Company is the beneficiary.
13
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board is comprised of Messrs. Haden and
Epstein, two non-employee directors, who administer the Company's executive
compensation programs and policies. The Company's executive compensation
programs are designed to attract, motivate and retain the executive talent
needed to optimize stockholder value in a competitive environment. The programs
are intended to support the goal of increasing stockholder value while
facilitating the business strategies and long-range plans of the Company.
The following is the Compensation Committee's report submitted to the Board
addressing the compensation of the Company's executive officers for 1996.
COMPENSATION POLICY
The Company's executive compensation policy is (i) designed to establish an
appropriate relationship between executive pay and the Company's annual
performance, its long-term growth objectives and its ability to attract and
retain qualified executive officers; and (ii) based on the belief that the
interests of the executives should be closely aligned with the Company's
stockholders. The Compensation Committee attempts to achieve these goals by
integrating competitive annual base salaries with (i) annual incentive bonuses
based on corporate performance and individual contribution, and (ii) stock
options through the 1995 Plan. The Compensation Committee believes that cash
compensation in the form of salary and performance-based incentive bonuses
provides Company executives with short term rewards for success in operations,
and that long-term compensation through the award of stock options encourages
growth in management stock ownership which leads to expansion of management's
stake in the long-term performance and success of the Company. The Compensation
Committee considers all elements of compensation and the compensation policy
when determining individual components of pay.
EXECUTIVE COMPENSATION COMPONENTS
As discussed below, the Company's executive compensation package is
primarily comprised of three components: base salary, annual incentive bonuses
and stock options.
BASE SALARY. In establishing base salary levels for executive officer
positions, the Committee and Clinton E. Owens, the Company's Chief Executive
Officer, consider levels of compensation at comparable companies, levels of
responsibility and internal issues of consistency and fairness. In determining
the base salary of a particular executive, the Committee and Mr. Owens consider
individual performance, including the accomplishment of short- and long-term
objectives, and various subjective criteria including initiative, contribution
to overall corporate performance and leadership ability. The Compensation
Committee reviews executive officer salaries annually and exercises its judgment
based on all the factors described above. No specific formula is applied to
determine the weight of each criteria.
ANNUAL INCENTIVE BONUSES. The Company's executive officers are eligible for
annual bonuses based upon recommendations made by Mr. Owens (as to the other
executive officers), and the Compensation Committee (as to Mr. Owens) based upon
their individual performance and the Company's achievements of certain operating
results.
Amounts of individual awards are based principally upon the results of the
Company's financial performance during the prior year. The amount of awards for
senior officers are within guidelines established by the Committee and Mr. Owens
as a result of their review of total compensation for senior management of peer
companies. The actual amount awarded, within these guidelines, will be
determined principally by the Committee's and Mr. Owens' assessment of the
individual's contribution to the Company's overall financial performance.
Consideration is also given to such factors such as the individual's successful
completion of a special project, any significant increase or decrease in the
level of the
14
<PAGE>
participant's ability to discharge the responsibilities of his position. Bonuses
related to performance in 1995 that were paid in 1996 to the Named Executive
Officers ranged from $10,000 to $50,000, and ranged from 6% to 12.5% of such
officers' base salaries. See "Summary Compensation Table."
STOCK OPTIONS. Stock options encourage and reward effective management
which results in long-term corporate financial success, as measured by stock
price appreciation. Stock options covering 194,540 shares were granted to the
executive officers of the Company and stock options covering 20,000 shares were
granted to two other employees of the Company during 1996 under the 1995 Plan.
The number of options that each executive officer or employee was granted was
based primarily on the executive's or employee's ability to influence the
Company's long-term growth and profitability. The Compensation Committee
believes that option grants afford a desirable long-term compensation method
because they closely ally the interests of management with stockholder value and
that grants of stock options are the best way to motivate executive officers to
improve long-term stock market performance. The vesting provisions of options
granted under the 1995 Plan are designed to encourage longevity of employment
with the Company and generally extend over a four-year period.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee believes that Mr. Owens provides valuable
services to the Company and that his compensation should therefore be
competitive with that paid to executives at comparable companies. Mr. Owens'
annual base salary for 1996 was $400,000. The factors which the Compensation
Committee considered in setting his annual base salary were his individual
performance and pay practices of peer companies relating to executives of
similar responsibility. The annual incentive bonus paid to Mr. Owens in 1996 was
$50,000. Such bonus was paid to Mr. Owens for his performance in 1995 and role
in effectuating the successful completion of the Company's initial public
offering.
INTERNAL REVENUE CODE SECTION 162(m)
Under Section 162(m) of the Internal Revenue Code (the "Code"), the amount
of compensation paid to certain executives that is deductible with respect to
the Company's corporate taxes is limited to $1,000,000 annually. It is the
current policy of the Compensation Committee to maximize, to the extent
reasonably possible, the Company's ability to obtain a corporate tax deduction
for compensation paid to executive officers of the Company to the extent
consistent with the best interests of the Company and its stockholders.
COMPENSATION COMMITTEE
Patrick C. Haden
Edwin E. Epstein
15
<PAGE>
COMPANY PERFORMANCE
The following graph shows a comparison of cumulative total returns for the
Company, the Nasdaq Stock Market (U.S. Companies) Index and the Nasdaq Stocks
(SIC 7380-7389 U.S. Companies) Miscellaneous Business Services Index for the
period during which the Company's Common Stock has been registered under Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
graph assumes that the value of an investment in Common Stock and in each such
index was $100 on February 29, 1996 (the date the Company's Common Stock was
registered under the Exchange Act), and that all dividends have been reinvested.
The comparison in the graph below is based on historical data and is not
intended to forecast the possible future performance of the Company's Common
Stock.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
PIA, NASDAQ STOCK MARKET (U.S. COMPANIES)
AND THE NASDAQ STOCKS (SIC 7380-7389 U.S. COMPANIES)
MISCELLANEOUS BUSINESS SERVICES INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MARKET INDEX
<S> <C>
9/30/94 69.494
10/31/94 70.860
11/30/94 68.509
12/30/94 68.701
1/31/95 69.087
2/28/95 72.740
3/31/95 74.896
4/28/95 77.254
5/31/95 79.246
6/30/95 85.668
7/31/95 91.965
8/31/95 93.829
9/29/95 95.986
10/31/95 95.436
11/30/95 97.677
12/29/95 97.157
1/31/96 97.638
2/29/96 101.359
3/1/96 100.000
3/29/96 101.696
4/30/96 110.134
3/31/96 115.191
6/28/96 109.997
7/31/96 100.200
8/30/96 105.814
9/30/96 113.912
10/31/96 112.653
11/29/96 119.624
12/31/96 119.499
Legend
Symbol CRSP Total Returns Index for:
PIA MERCHANDISING SERVICES,
INC.
Nasdaq Stock Market (US
Companies)
NASDAQ Stocks (SIC 7380-7389
US Companies)
Miscellaneous Business
Services
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all
dividends.
B. The indexes are reweighed daily, using the market capitalization on the previous ending day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the proceding
trading day is used.
D. The index level for all series was set to $100.00 on 03/01/96.
<CAPTION>
PEER INDEX COMPANY INDEX
<S> <C> <C>
9/30/94 51.044
10/31/94 52.332
11/30/94 49.976
12/30/94 51.647
1/31/95 52.587
2/28/95 52.696
3/31/95 52.301
4/28/95 54.418
5/31/95 55.176
6/30/95 57.485
7/31/95 64.985
8/31/95 70.176
9/29/95 72.697
10/31/95 76.471
11/30/95 87.043
12/29/95 89.145
1/31/96 99.098
2/29/96 99.029
3/1/96 100.000 100.000
3/29/96 109.537 120.161
4/30/96 125.605 169.355
3/31/96 132.692 104.099
6/28/96 131.545 93.548
7/31/96 117.574 94.355
8/30/96 130.237 92.742
9/30/96 146.904 82.238
10/31/96 131.105 77.419
11/29/96 131.009 58.065
12/31/96 121.368 67.742
Legend
Symbol 12/31/91 12/31/92
52.6 61.2
65.3 51.3
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all
dividends.
B. The indexes are reweighed daily, using the market capitalization on the previous ending day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the proceding
trading day is used.
D. The index level for all series was set to $100.00 on 03/01/96.
<CAPTION>
9/30/94
10/31/94
11/30/94
12/30/94
1/31/95
2/28/95
3/31/95
4/28/95
5/31/95
6/30/95
7/31/95
8/31/95
9/29/95
10/31/95
11/30/95
12/29/95
1/31/96
2/29/96
3/1/96
3/29/96
4/30/96
3/31/96
6/28/96
7/31/96
8/30/96
9/30/96
10/31/96
11/29/96
12/31/96
Legend
Symbol 12/31/93 12/31/94
70.3 68.7
52.7 51.6
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all
dividends.
B. The indexes are reweighed daily, using the market capitalization on the previous ending day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the proceding
trading day is used.
D. The index level for all series was set to $100.00 on 03/01/96.
<CAPTION>
9/30/94
10/31/94
11/30/94
12/30/94
1/31/95
2/28/95
3/31/95
4/28/95
5/31/95
6/30/95
7/31/95
8/31/95
9/29/95
10/31/95
11/30/95
12/29/95
1/31/96
2/29/96
3/1/96
3/29/96
4/30/96
3/31/96
6/28/96
7/31/96
8/30/96
9/30/96
10/31/96
11/29/96
12/31/96
Legend
Symbol 12/31/95 12/31/96
67.7
79.2 119.5
89.1 121.4
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all
dividends.
B. The indexes are reweighed daily, using the market capitalization on the previous ending day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the proceding
trading day is used.
D. The index level for all series was set to $100.00 on 03/01/96.
</TABLE>
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PROPOSAL 2--AMENDMENT OF 1995 STOCK OPTION PLAN
At the 1997 Annual Meeting, the stockholders will be asked to approve
amendments (the "Amendments") to the Company's 1995 Stock Option Plan (the "1995
Plan"). Such approval will require the affirmative vote of a majority of the
voting power of all outstanding shares of the Company's Common Stock present or
represented and entitled to vote at the 1997 Annual Meeting. On February 17,
1997, the Board adopted the Amendments, subject to stockholder approval as
described herein, to (i) permit the transferability of options to an optionee's
immediate family members, a trust for their benefit or a partnership in which
such family members are the only partners and (ii) limit grants to participants
pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"). The 1995 Plan and information regarding options granted thereunder is
summarized below, but these descriptions are subject to and are qualified in
their entirety by the full text of the 1995 Plan, as amended by the proposed
Amendments, which is attached as Appendix 1 to this Proxy Statement.
SUMMARY OF THE 1995 PLAN
The 1995 Plan was initially adopted by the Board of Directors and
stockholders of the Company in December 1995. Under the 1995 Plan, employees,
certain directors, officers and consultants (collectively referred to as
"Participants") providing services to the Company or its subsidiaries may be
granted options to purchase shares of common stock of the Company ("Common
Stock"). The 1995 Plan permits the granting of both options that qualify for
treatment as incentive stock options ("Incentive Stock Options") under Section
422 of the Code, and/or options that do not qualify as Incentive Stock Options
("Nonqualified Stock Options"). Incentive Stock Options may only be granted to
employees of the Company.
The purpose of the 1995 Plan and of granting options to specified persons is
to promote the interests of the Company and its stockholders, by providing
stock-based incentives to certain Participants. Under the 1995 Plan,
Participants can receive certain options ("Options") to purchase Common Stock,
thus strengthening the mutuality of interests between Participants and the
Company because the Participants have a proprietary interest in pursuing the
Company's long-term growth and financial success. In addition, by allowing
Participants to participate in the Company's success, the Company is able to
better attract, retain and reward quality employees, directors, officers and
consultants.
Persons eligible to participate in the 1995 Plan are Participants providing
services to the Company and/or its subsidiaries (collectively referred to as the
"Company") who are in positions which enable them to make significant
contributions to the Company's long-term performance and growth. In selecting
Participants to whom Options may be granted, consideration is given to factors
such as employment position, duties and responsibilities, ability, productivity,
length of service, morale, interest in the Company and recommendations of
supervisors. The maximum number of shares that may be issued to a single
Employee is 1,000,000.
The 1995 Plan is administered by the Compensation Committee (the
"Committee"). The members of the Committee must qualify as "outside directors"
under Section 162(m) of the Code, and the Committee must be constituted so as to
permit the 1995 Plan to comply with Rule 16b-3 of the Exchange Act.
The Committee has full and complete authority, in its discretion, but
subject to the express provisions of the 1995 Plan (1) to select the
Participants, to specify the number of shares of Common Stock with respect to
which Options are granted to each Participant, to specify the terms of the
Options and whether such Options shall be Incentive Stock Options or
Nonqualified Stock Options, and in general to grant Options; (2) to determine
the dates upon which Options shall be granted and the terms and conditions
thereof in a manner consistent with the 1995 Plan, which terms and conditions
need not be identical as to the various Options granted; (3) to interpret the
1995 Plan; (4) to prescribe, amend and rescind rules relating to the 1995 Plan;
(5) to authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option previously granted by the
Committee; (6) to determine the rights and obligations of Participants under the
1995 Plan; (7) to specify the Option price; (8) to accelerate
17
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the time during which an Option may be exercised, including, but not limited to,
upon a change of control of the Company, and to otherwise accelerate the time or
extend the post-termination exercise period during which an Option may be
exercised; and (9) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
The number of shares of Common Stock in respect of which options may be
granted under the 1995 Plan shall not exceed 1,000,000 shares. In the event of
certain changes in the Company's capitalization or structure, an appropriate
adjustment shall be made by the Committee in the number, kind or exercise price
of shares as to which options may thereafter be granted and as to shares covered
by unexercised outstanding options.
Each option granted under the 1995 Plan shall be evidenced by a written
agreement ("Option Agreement") in a form approved by the Committee and executed
by the Company and the Participant to whom the Option is granted. Options are
exercisable at such time(s) and are subject to such terms and conditions as may
be set forth in the Option Agreement between the Participant and the Company.
The purchase price of shares of Common Stock subject to each Option which is
intended to qualify as an Incentive Stock Option shall be equal to the fair
market value of such shares (110% of fair market value in the case of a holder
of more than 10% of the Company's Common Stock) on the date of grant of such
Option. The purchase price of any Option which shall not qualify as an Incentive
Stock Option shall be determined by the Committee, but shall not be less than
the fair market value of the Common Stock in the case of a Stock Option granted
to an individual who is a "covered employee" under 162(m) of the Code. The fair
market value of such shares is the closing price of the Common Stock on the date
of grant on the Nasdaq National Market System.
Options granted under the 1995 Plan may be exercised, to the extent vested,
by the Participant by payment of the full purchase price therefor in cash, by
cashier's or certified check or by surrender of outstanding shares of the
Company's Common Stock. Options granted to a Participant are not transferable
during the individual's lifetime, other than to the Employee's immediate family
members, a trust for their benefit or a partnership in which such family members
are the only partners, and may be transferred in the event of death only by will
or the laws of descent and distribution.
Each option granted under the 1995 Plan shall set forth a termination date
thereof, which shall be not later than ten years (five years in the case of a
holder of more than 10% of the Company's Common Stock) from the date such option
is granted subject to earlier termination or forfeiture as set forth below, or
as otherwise set forth in each particular Option Agreement.
Unless earlier terminated by the Board, the 1995 Plan shall terminate on
December 5, 2005. The Board may at any time amend the 1995 Plan; provided,
however, that no amendment or modification may be adopted without approval of
the stockholders which would (1) increase the number of shares of Common Stock
which may be issued under the 1995 Plan (except for adjustments due to a change
in capitalization), (2) modify the requirements as to eligibility for receipt of
Incentive Stock Options or (3) modify the 1995 Plan such that it fails to meet
the requirements of Section 16(b) of the Exchange Act.
Future Participants in the 1995 Plan and the amounts of their allotments are
to be determined by the Committee subject to any restrictions outlined above.
Since no such determinations have yet been made, it is not possible to state the
terms of any individual awards which may be issued under the 1995 Plan or the
names or positions of or respective amounts of the allotment to any individual
who may participate.
FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO THE 1995 PLAN
INCENTIVE STOCK OPTIONS. No taxable income will be recognized by an
optionee upon the grant or exercise of any Incentive Stock Option under the 1995
Plan. The Company will not be entitled to any income tax deduction as the result
of the grant or exercise of any incentive stock option.
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<PAGE>
Gain or loss resulting from the subsequent sale of stock acquired upon
exercise of an Incentive Stock Option will be long-term capital gain or loss if
such sale is made after two years from the date of the grant of the option and
after one year from the transfer of such stock to the optionee upon exercise,
provided that the optionee is an employee of the Company from the date of grant
until three months before the date of exercise. In the event of the optionee's
death or disability prior to exercise of an Incentive Stock Option, special
rules apply in determining whether gain or loss upon sale of the stock acquired
upon exercise of such option will be taxable as long-term capital gain or loss.
If the subsequent sale of stock is made prior to the expiration of such
two-year or one-year periods, the optionee will recognize ordinary income in the
year of sale in an amount equal to the difference between the exercise price and
the fair market value of the stock on the date of exercise, provided that if
such sale is a transaction in which a loss (if sustained) would have been
recognized by the optionee, the amount of ordinary income recognized by the
optionee will not exceed the excess (if any) of the amount realized on the sale
over the option price. The Company will then be entitled to an income tax
deduction of like amount. Any excess gain recognized by the optionee upon such
sale would then be taxable as capital gain, either long-term or short-term
depending upon whether the stock had been held for more than one year prior to
sale.
If the sale of stock received upon exercise of an option qualifies for
long-term capital gain treatment, the capital gain would be taxed to individuals
at the current maximum rate of 28%. The amount by which the fair market value of
stock purchased upon exercise of an incentive stock option exceeds the option
price of such stock constitutes an item of tax preference which could then be
subject to the alternative minimum tax in the year that the option is exercised.
NONQUALIFIED STOCK OPTIONS. Generally, at the time of the grant of any
option under the 1995 Plan, no taxable income will be recognized by the optionee
and the Company will not be entitled to a deduction. Upon the exercise of such
option, the optionee generally will recognize taxable income, and the Company
will then be entitled to a deduction, in the amount by which the then fair
market value of the shares of Common Stock issued to such optionee exceeds the
option price.
Income recognized by the optionee upon exercise of a Nonqualified Stock
Option will be taxed as ordinary income up to the current maximum rate of 39.6%.
Such income constitutes "wages" with respect to which the Company is required to
deduct and withhold federal and state income tax. Such deductions will be made
from the wages, salary, bonus or other income to which the optionee would
otherwise be entitled and, at the Company's election, the optionee may be
required to pay to the Company (for withholding on the optionee's behalf) any
amount not so deducted but required to be so withheld.
Upon the subsequent disposition of shares acquired upon the exercise of an
option other than an incentive stock option, the optionee will recognize capital
gain or loss in an amount equal to the difference between the proceeds received
upon disposition and the fair market value of such shares at the time of
exercise. If such shares have been held for more than one year at the time of
such disposition, the capital gain or loss will be long-term.
EXERCISING OPTIONS WITH SHARES OF COMMON STOCK. To the extent an optionee
pays all or part of the option price by tendering shares of Common Stock owned
by the optionee, the tax consequences described above generally would apply.
However, the number of shares received (upon exercise) equal to the number of
shares surrendered in payment of the aggregate option price will have the same
basis and tax holding period as the shares surrendered. The additional shares
received upon such exercise will have a tax basis equal to the amount of
ordinary income recognized and any cash paid on such exercise and a holding
period which commences on the date of exercise.
If an optionee exercises an option by tendering shares previously acquired
on the exercise of an Incentive Stock Option, a disqualifying disposition will
occur if the applicable holding period requirements
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<PAGE>
have not been satisfied with respect to the surrendered stock. The consequences
of such a disqualifying disposition is that the optionee may recognize ordinary
income at the time.
ACCELERATION OF STOCK OPTIONS UPON A TRANSFER OF CONTROL. If, upon a
reorganization, merger, sale or other transaction resulting in a change in
control of the Company or of a substantial portion of its assets, the
exercisability of stock options held by certain employees (generally officers,
stockholders and highly compensated employees of the Company) is accelerated (or
payments are made to cancel unexercisable options of such employees), such
acceleration or payment will be determined to be a "parachute payment" for
federal income tax purposes. If the present value of all of the optionee's
parachute payments exceeds three times the optionee's average compensation for
the past five years, the optionee will be subject to a 20% excise tax on the
amount of such parachute payment which is in excess of the greater of such
average compensation of the optionee or an amount which the optionee establishes
as reasonable compensation. In addition, the Company will not be allowed a
deduction for such excess parachute payment.
LIMITATION ON COMPENSATION DEDUCTION. Upon exercise, options granted to a
"covered employee" with an option price equal to or greater than the fair market
value of the Common Stock at the time of grant should not be subject to the $1.0
million deduction cap for compensation paid to certain executives of publicly
held corporations such as the Company. The Plan should satisfy the rules
governing exemption from the deduction cap for "performance based" compensation
since (1) stockholders should have received adequate disclosure of the terms of
the Plan in this Proxy Statement and (2) the Plan has been approved by a
compensation committee consisting solely of two or more "Outside Directors" of
the Company.
Upon exercise, options granted to a covered employee with an option price
less than the fair market value of the Common Stock at the time of grant would
be subject to the $1.0 million deduction cap for the Company. A "covered
employee" is an optionee who, on the last day of the taxable year of the
Company, is the Chief Executive Officer or one of the four other most highly
compensated executive officers for proxy disclosure purposes. An "Outside
Director" is a Director who is not (1) a current employee of the Company or
related entity, (2) a former employee who is receiving compensation for prior
services, (3) a former officer or (4) receiving compensation from the Company
for personal services other than regular directors' compensation.
The foregoing summary of the effects of federal income taxation upon
optionees, holders of restricted stock and the Company with respect to shares
issued under the Plan does not purport to be complete and reference is made to
the applicable provisions of the Code.
THE BOARD BELIEVES THAT THE AMENDMENTS ARE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL
THEREOF. PROXIES WILL BE VOTED FOR THIS PROPOSAL UNLESS OTHERWISE SPECIFICALLY
INDICATED.
PROPOSAL 3--ADOPTION OF THE COMPANY'S
EMPLOYEE STOCK PURCHASE PLAN
At the 1997 Annual Meeting, the stockholders will be asked to approve the
adoption of the Company's Employee Stock Purchase Plan (the "ESP Plan"). Such
approval will require the affirmative vote of a majority of the voting power of
all outstanding shares of the Company's Common Stock present or represented and
entitled to vote at the 1997 Annual Meeting. On February 17, 1997, the Board
adopted, subject to stockholder approval as described herein, the ESP Plan. The
ESP Plan is briefly summarized below, but these descriptions are subject to and
qualified in their entirety by the full text of the ESP Plan, which is attached
as Appendix 2 to this Proxy Statement.
The ESP Plan is an employee stock purchase plan under Code Section 423. The
ESP Plan allows employees to purchase the Company's Common Stock from the
Company at a discount, without being
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<PAGE>
subject to tax until they sell the stock, and without having to pay any
brokerage commissions with respect to the purchases. The effective date of the
ESP Plan is February 17, 1997. The purpose of the ESP Plan is to promote the
interests of the Company and its stockholders by enabling the Company to offer
an opportunity for employees to acquire an equity interest in the Company. The
ESP Plan is administered by the Compensation Committee.
Employees who have worked for the Company for six months (24 complete weeks
of employment with the Company, not necessarily consecutive, in any 26 week
period, determined after aggregating all separate periods of employment in such
26 week period) of employment are eligible to participate in the ESP Plan.
Employees of the Company's subsidiaries are eligible to participate in the ESP
Plan. However, employees who directly or indirectly own five percent (5%) or
more of the combined voting power or value of all classes of stock of the
Company or a subsidiary may not participate in the ESP Plan.
Employees will be granted the right to purchase Common Stock ("Purchase
Right") at the end of a fixed period ("Purchase Right Period"). Employees can
commence participation only on the first day of a Purchase Right Period. There
are four Purchase Right Periods: (i) February 1--April 30; (ii) May 1-- July 31;
(iii) August 1--October 31; and (iv) November 1--January 31. The first Purchase
Right Period will be August 1, 1997--October 31, 1997. Employees may not sell or
otherwise transfer their Purchase Rights.
Prior to the beginning of the Purchase Right Period, employees may elect to
contribute amounts to the ESP Plan to purchase Common Stock. Employees must
designate a fixed dollar amount (not a percentage of compensation) which cannot
be increased or decreased during the Purchase Right Period, except that
employees may elect to stop contributing to the ESP Plan at any time. The
maximum amount an employee can contribute to the ESP Plan is $6,250 during a
Purchase Right Period and $25,000 during a calendar year. The minimum
contribution per month is eighty dollars ($80).
Employee contributions can be made by means of payroll withholding in equal
amounts over the entire Purchase Right Period, and/or by means of a cash lump
sum contribution to the ESP Plan at the beginning of the Purchase Right Period.
The amount to be paid for the Common Stock under the ESP Plan is the lesser
of (a) 100% of the last reported sale price by the Nasdaq National Market System
(the "Fair Market Value") of the Common Stock on the first day of the Purchase
Right Period, or (b) 85% of the Fair Market Value of the Common Stock on the
last day at Purchase Right Period; provided, however, that the maximum number of
shares that can be purchased is determined by dividing the amount that the
participant elects to contribute by the Fair Market Value of a share of the
Common Stock on the first day of the Purchase Right Period.
A participant may elect to terminate his or her contributions to the ESP
Plan and receive a refund of all of his or her contributions at any time prior
to the last day of the Purchase Right Period by notifying the Company in
writing. Upon the termination of his or her contributions to the ESP Plan, all
amounts held in the employee's account shall be refunded to the employee no
later than 90 days after the date of termination of the Purchase Right.
Alternatively, employees who terminate their contributions can elect to leave
their contributions in the ESP Plan to be used to purchase stock at the end of
the Purchase Right Period.
The maximum number of shares of Common Stock that can be purchased under the
ESP Plan is 200,000, subject to adjustment in certain circumstances. The Common
Stock issuable under the ESP Plan may be previously unissued or may have been
reacquired by the Company in the open market.
If the outstanding shares of Common Stock of the Company are increased,
decreased, or exchanged for different securities through a reorganization,
recapitalization, reclassification or other similar transaction, a proportionate
adjustment will be made by the Compensation Committee in the number, price and
kind of shares subject to outstanding Purchase Rights.
The Company's Board may at any time amend or terminate the ESP Plan, except
as to outstanding Purchase Rights. However, any amendment that relates to the
class of individuals who may be participants
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<PAGE>
or the aggregate number of shares granted under the ESP Plan must also be
approved by the stockholders of the Company.
If the Company ceases to be an independently publicly-owned corporation or
upon the sale or other disposition of all or substantially all the assets of the
Company, all Purchase Rights will be automatically exercised immediately before
such event.
FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO THE ESP PLAN
The following general discussion of the principal federal income tax
considerations is based upon the statutes and regulations existing at the date
of this document, both of which are subject to modification at any time.
Participants should consult with their own tax advisors with respect to the tax
consequences (both state and federal) of the exercise of Purchase Rights and the
sale of Common Stock acquired upon the exercise of Purchase Rights, as those tax
consequences relate to their own particular circumstances.
GRANT AND EXERCISE
The ESP Plan is intended to qualify as an "Employee Stock Purchase Plan"
within the meaning of Code Section 423. The ESP Plan is not a tax-qualified
retirement plan under Code Section 401(a) nor is it subject to the Employee
Retirement Income Security Act of 1974 ("ERISA").
As an Employee Stock Purchase Plan, participants will not recognize any
income either at the time of the grant of the Purchase Rights or the time of the
issuance of the shares of Common Stock upon the exercise of the Purchase Rights.
Correspondingly, the Company will not be entitled to a federal income tax
deduction as the result of the grant or the exercise of any Purchase Right.
TAXATION OF PROCEEDS
CAPITAL GAINS TREATMENT. Upon the subsequent sale or other disposition of
Common Stock acquired upon the exercise of a Purchase Right, an employee will
generally recognize long-term capital gain or loss if such sale is made after
the later of:
1. Two years from the first day of the Purchase Right Period; or
2. One year from the last day of the Purchase Right Period.
ORDINARY INCOME. If the participant sells or otherwise disposes of Common
Stock prior to the expiration of the one- and two-year holding periods, the
participant will generally recognize ordinary income in the year of sale or
other disposition in an amount equal to the excess of (1) the fair market value
of the share on the last day of the Purchase Right period over (2) the exercise
price of the Purchase Right.
The amount of ordinary income recognized by the participant will be added to
the participant's basis in the Common Stock received upon exercise of the
Purchase Right. Any remaining gain or loss recognized upon the disposition of
the Common Stock will be short-or long-term capital gain or loss depending on
whether the sale occurs more than one year following the last day of the
Purchase Right Period in which the Common Stock was purchased.
In the case of a premature disposition that triggers the gain or loss of
ordinary income, subject to the deduction limitations under Code Section 162(m),
the Company will be entitled to a deduction equal to the amount of ordinary
income taxable to the participant. Accordingly, the participant is required to
notify the Company in the event of such a premature disposition.
THE BOARD BELIEVES THAT THE ESP PLAN IS IN THE BEST INTERESTS OF THE COMPANY
AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
PROXIES WILL BE VOTED FOR THIS PROPOSAL UNLESS OTHERWISE SPECIFICALLY INDICATED.
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PROPOSAL 4--RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS
The Audit Committee of the Board has selected Deloitte & Touche LLP as
independent public accountants to audit the financial statements of the Company
for 1997. Deloitte & Touche LLP served as the Company's independent pubic
accountants for 1996. A member of that firm is expected to be present at the
1997 Annual Meeting, will have an opportunity to make a statement if so desired,
and will be available to respond to appropriate questions. If the stockholders
do not ratify the selection of Deloitte & Touche LLP, if it should decline to
act or otherwise become incapable of acting, or if its employment is
discontinued, the Audit Committee will appoint independent public accountants
for 1997. Proxies solicited by the Board will be voted in favor of ratification
unless stockholders specify otherwise.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS
FOR 1997. PROXIES WILL BE VOTED FOR THIS PROPOSAL UNLESS OTHERWISE SPECIFICALLY
INDICATED.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act ("Section 16(a)") requires the Company's
directors and certain of its officers, and persons who own more than 10% of a
registered class of the Company's equity securities (collectively, "Insiders"),
to file reports of ownership and changes in ownership with the Commission.
Insiders are required by Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5s were
required for those persons, the Company believes that its Insiders complied with
all applicable Section 16(a) filing requirements for 1996.
OTHER BUSINESS
The Company is not aware of any other business to be presented at the 1997
Annual Meeting. All shares represented by Company proxies will be voted in favor
of the proposals of the Company described herein unless otherwise indicated on
the form of proxy. If any other matters properly come before the meeting,
Company proxy holders will vote thereon according to their best judgment.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any stockholder who wishes to present a proposal for action at the 1998
Annual Meeting and who wishes to have it set forth in the corresponding proxy
statement and identified in the corresponding form of proxy prepared by
management must notify the Company no later than January 7, 1998 in such form as
required under the rules and regulations promulgated by the Securities and
Exchange Commission.
ANNUAL REPORTS
A COPY OF THE COMPANY'S 1996 ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31,
1996 IS BEING MAILED TO EACH STOCKHOLDER OF RECORD TOGETHER WITH THIS PROXY
STATEMENT.
THE COMPANY HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ITS ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996. THIS REPORT CONTAINS
DETAILED INFORMATION CONCERNING THE COMPANY AND ITS OPERATIONS, SUPPLEMENTARY
FINANCIAL INFORMATION AND CERTAIN SCHEDULES WHICH ARE NOT INCLUDED IN THE 1996
ANNUAL REPORT. A COPY OF THIS REPORT WILL BE FURNISHED TO STOCKHOLDERS WITHOUT
CHARGE UPON REQUEST IN WRITING TO: ROY L. OLOFSON, EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER, PIA MERCHANDISING SERVICES, INC., 19900 MACARTHUR
BOULEVARD, SUITE 900, IRVINE,
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CALIFORNIA 92718; TELEPHONE NUMBER (714) 476-2200. THE ANNUAL REPORT AND FORM
10-K ARE NOT PART OF THE COMPANY'S SOLICITING MATERIAL.
PROXIES AND SOLICITATION
Proxies for the 1997 Annual Meeting are being solicited by mail directly and
through brokerage and banking institutions. The Company will pay all expenses in
connection with the solicitation of proxies. In addition to the use of mails,
proxies may be solicited by Directors, officers and regular employees of the
Company personally or by telephone. The Company will reimburse banks, brokers
custodians, nominees and fiduciaries for any reasonable expenses in forwarding
proxy materials to beneficial owners.
All stockholders are urged to complete, sign and promptly return the
enclosed proxy card.
By Order of the Board of Directors
PATRICK C. HADEN
SECRETARY
Irvine, California
May 8, 1997
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APPENDIX-1
PIA MERCHANDISING SERVICES, INC.
1995 STOCK OPTION PLAN, AS AMENDED
Section 1. DESCRIPTION OF PLAN. This is the 1995 Stock Option Plan, dated
December 5, 1995 (the "Plan"), of PIA Merchandising Services, Inc., a Delaware
corporation (the "Company"). Under the Plan, officers, certain directors, key
employees and consultants of the Company or its wholly-owned Subsidiaries (as
defined below), to be selected as set forth below, may be granted options
("Options") to purchase shares of the common stock of the Company ("Common
Stock"). The Plan permits the granting of both Options that qualify for
treatment as incentive stock options ("Incentive Stock Options") under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), and Options
that do not qualify as Incentive Stock Options ("Nonqualified Stock Options").
For purposes of the Plan, the term "Subsidiary" shall mean any corporation or
other entity of which 50% or more of the voting stock (or equivalent thereof) is
owned by the Company or by another Subsidiary (as so defined) of the Company.
Section 2. PURPOSE OF PLAN. The purpose of the Plan and of granting
Options to specified persons is to further the growth, development and financial
success of the Company and the Subsidiaries by providing additional incentives
to certain officers, directors, key employees and consultants of the Company. By
assisting such persons in acquiring shares of the Company's Common Stock, the
Company can ensure that such persons will themselves benefit directly from the
Company's and the Subsidiaries' growth, development and financial success.
Section 3. ELIGIBILITY. The persons who shall be eligible to receive
grants of Options under the Plan shall be, at the time of the grant, the
officers, certain directors, key employees and consultants of the Company and
the Subsidiaries, excluding those directors of the Company and its Subsidiaries
who serve on the Committee (as defined in Section 4). Notwithstanding the
preceding sentence, only persons who are employees of the Company and the
Subsidiaries) shall be eligible to receive grants of Incentive Stock Options
under the Plan. In addition, a person who holds an Option is herein referred to
as a "Participant." More than one Option may be granted to any Participant,
grants of Options may be made on more than one occasion to any Participant and
any individual Participant may receive grants of Options on up to 1,000,000
shares of Common Stock. Such grants of Options under the Plan may include an
Incentive Stock Option, Nonqualified Stock Option, or any combination thereof.
Notwithstanding the foregoing, the Board of Directors of the Company (the
"Board") may at any time or from time to time designate one or more Directors as
ineligible for selection as a Participant under the Plan for any period or
periods of time. The designation by the Board of a Director as ineligible for
selection as a Participant under the Plan shall not affect Options previously
granted to such Director under the Plan.
Section 4. ADMINISTRATION. The Plan shall be administered by the
Compensation Committee (the "Committee") established by the Board. The Committee
shall be constituted so as to permit the Plan to comply with the provisions of
Rule 16b-3 ("Rule 16b-3") under the Securities Exchange Act of 1934 (the
"Exchange Act") and so that each member of the Committee would be an "outside
director" within the meaning of Code Section 162(m). The Committee shall meet at
such times and places as it determines and may meet through a telephone
conference call. A majority of its members shall constitute a quorum, and the
decision of a majority of those present at any meeting at which a quorum is
present shall constitute the decision of the Committee. A memorandum signed by
all the members of the Committee shall constitute the decision of the Committee
without necessity, in such event, for holding an actual meeting. The Committee
is authorized and empowered to administer the Plan and, subject to the Plan (a)
to select the Participants, to specify the number of shares of Common Stock with
respect to which Options are granted to each Participant, to specify the terms
of the Options and whether such Options shall be Incentive Stock Options or
Nonqualified Stock Options, and in general to grant Options; (b) to determine
the dates upon which Options shall be granted and the terms and conditions
thereof in a manner consistent with the Plan,
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which terms and conditions need not be identical as to the various Options
granted; (c) to interpret the Plan; (d) to prescribe, amend and rescind rules
relating to the Plan; (e) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option previously
granted by the Committee; (f) to determine the rights and obligations of
Participants under the Plan; (g) to specify the Option Price (as hereinafter
defined); (h) to accelerate the time during which an Option may be exercised,
including, but not limited to, upon a change of control of the Company, and to
otherwise accelerate the time or extend the post-termination exercise period
during which an Option may be exercised, in each case notwithstanding the
provisions in the Option Agreement (as defined in Section 13) stating the time
during which it may be exercised; and (i) to make all other determinations
deemed necessary or advisable for the administration of the Plan. The good faith
interpretation and construction by the Committee of any provision of the Plan or
of any Option granted under it shall be final, conclusive and binding. No member
of the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Option granted under it.
Section 5. SHARES SUBJECT TO THE PLAN. The number of shares of Common
Stock in respect of which Options may be granted under the Plan is 1,000,000,
subject to adjustment as provided in Section 12 hereof. Upon the expiration or
termination, in whole or in part, for any reason of an outstanding Option or any
portion thereof which shall not have vested or shall not have been exercised in
full, any shares of Common Stock then remaining unissued which shall have been
reserved for issuance upon such exercise shall again become available for the
granting of additional Options under the Plan. Notwithstanding the foregoing,
shares subject to a terminated Option shall continue to be considered to be
outstanding for purposes of determining the maximum number of shares that may be
issued to a Participant. Similarly, the repricing of an Option will be
considered the grant of a new Option for this purpose.
Section 6. OPTION PRICE. Except as provided in Section 12 hereof, the
purchase price per share (the "Option Price") of the shares of Common Stock
underlying each Incentive Stock Option shall be not less than the fair market
value of such shares on the date of granting of the Incentive Stock Option;
provided, however, that if the Participant is a ten percent (10%) stockholder of
the Company as detailed in Code Section 422(b)(6) at the time such Option is
granted (determined after taking into account the constructive ownership rules
of Section 424(d) of the Code), the Option Price shall be not less than 110
percent (110%) of said fair market value. The Option Price of the shares of
Common Stock underlying each Nonqualified Stock Option shall be not less than
eighty-five percent (85%) of the fair market value of such shares on the date of
granting of the Nonqualified Stock Option; provided, however, that with respect
to any Nonqualified Stock Option granted to a "covered employee" (as such term
is defined in Section 162(m) of the Code), the Option Price of the shares of
Common Stock underlying such Nonqualified Stock Option shall be not less than
the fair market value of such shares on the date of granting of such
Nonqualified Stock Option. The fair market value of such shares shall be
determined by the Committee on the basis of the average, rounded to the nearest
eighth, of the Quoted Prices of a share of Common Stock for the five consecutive
business days prior to the day as of which the fair market value of the Common
Stock is being determined. The "Quoted Price" of a share of Common Stock shall
be the last reported sales price of the Common Stock as reported by the NASDAQ
National Market System ("NASDAQ") or, if the Common Stock is listed on a
securities exchange, the last reported sales price of the Common Stock on such
exchange which shall be for consolidated trading if applicable to such exchange
or, if the Common Stock is not so reported or listed, the average of the last
reported bid and asked price of the Common Stock.
Section 7. RESTRICTIONS ON GRANTS; VESTING OF OPTIONS. Notwithstanding any
other provisions set forth herein or in any Option Agreement, no Options may be
granted under the Plan subsequent to ten (10) years from December 5, 1995. All
Options granted pursuant to the Plan shall be granted pursuant to Option
Agreements, as described in Section 13 hereof. The vesting of all Options may be
based on the Company's attaining of performance criteria as specified at the
time of the granting thereof and/or may also be based on the passage of time.
The Committee shall determine the performance criteria, the performance
measurement period and the vesting schedule applicable to each Option or group
of Options
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in a schedule, a copy of which shall be filed with the records of the Committee
and attached to each Option Agreement to which the same applies. The performance
criteria, the performance measurement period and the vesting schedule and period
of exercisability need not be identical for all Options granted hereunder.
Following the conclusion of each applicable performance measurement period, the
Committee shall determine, in its sole good faith judgment, the extent, if at
all, that each Option subject thereto shall have vested based upon the
applicable performance criteria and vesting schedule. To the extent each such
Option shall not have vested, because the applicable performance criteria has
not been met, and does not also vest based on the passage of time, it shall, to
that extent, automatically terminate and cease to be exercisable to such extent
notwithstanding the stated term during which it may be exercised. The Committee
shall promptly notify each affected Participant of such determination. The
Committee may periodically review the performance criteria applicable to any
Option or Options and, in its sole good faith judgment, may adjust the same to
reflect unanticipated major events, such as catastrophic occurrences, mergers,
acquisitions and the like.
Section 8. SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. To the extent
that the aggregate fair market value (determined at the time the respective
Incentive Stock Option is granted) of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under all incentive stock option plans of the Company
and the Subsidiaries exceeds $100,000, or such other limit as may be required by
the Code, such excess Incentive Stock Options shall be treated as Nonqualified
Stock Options. The Committee shall determine, in accordance with applicable
provisions of the Code, Treasury Regulations and other administrative
pronouncements, which of a Participant's Incentive Stock Options will not
constitute Incentive Stock Options because of such limitation and shall notify
the Participant of such determination as soon as practicable after such
determination.
Section 9. EXERCISE OF OPTIONS. Subject to all other provisions of the
Plan, once vested, each Option shall be exercisable for the full number of
shares of Common Stock subject thereto, or any part thereof, in such
installments and at such intervals as the Committee may determine in granting
such Option, provided that no option may be exercisable subsequent to its
termination date. Once vested, and prior to its termination date, an Option may
be exercised by the Participant by giving written notice to the Company
specifying the number of full shares to be purchased and accompanied by payment
of the full purchase price therefor in cash, by check or in such other form of
lawful consideration as the Committee may approve from time to time, including,
without limitation and in the sole discretion of the Committee, the assignment
and transfer by the Participant to the Company of outstanding shares of Common
Stock theretofore held by the Participant in a manner intended to comply with
the provisions of Rule 16b-3, if applicable. In connection with such assignment
and transfer, the Company shall have the right to deduct any fractional shares
to be paid to the Participant. Once vested, and prior to its termination date,
an Option may only be exercised by the Participant or, in the event of death of
the Participant, by the person or persons (including the deceased Participant's
estate) to whom the deceased Participant's rights under such Option shall have
passed by will or the laws of descent and distribution. Notwithstanding the
foregoing in the immediately preceding sentence, in the event of disability
(within the meaning of Section 22(e)(3) of the Code) of a Participant, a
designee, or if the Participant has no designee, the legal representative, of
such Participant may exercise the Option on behalf of such Participant (provided
such Option would have been exercisable by such Participant) until the right to
exercise such Option expires, as set forth in such Participant's particular
Option Agreement. No Option granted to a person subject to Section 16 of the
Exchange Act shall be exercisable during the first six (6) months after the date
such Option is granted.
Section 10. ISSUANCE OF COMMON STOCK. The Company's obligation to issue
shares of its Common Stock upon exercise of an Option is expressly conditioned
upon the compliance by the Company with any registration or other qualification
obligations with respect to such shares under any state or federal law or
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rulings and regulations of any government regulatory body and the making of such
investment representations or other representations and undertakings by the
Participant (or the Participant's legal representative, heir or legatee, as the
case may be) in order to comply with the requirements of any exemption from any
such registration or other qualification obligations with respect to such shares
which the Company in its sole discretion shall deem necessary or advisable. Such
required representations and undertakings may include representations and
agreements that such Participant (or the Participant's legal representative,
heir or legatee): (a) is purchasing such shares for investment and not with any
present intention of selling or otherwise disposing of such shares; and (b)
agrees to have a legend placed upon the face and reverse of any certificates
evidencing such shares (or, if applicable, an appropriate data entry made in the
ownership records of the Company) setting forth (i) any representations and
undertakings which such Participant has given to the Company or a reference
thereto, and (ii) that, prior to effecting any sale or other disposition of any
such shares, the Participant must furnish to the Company an opinion of counsel,
satisfactory to the Company and its counsel, to the effect that such sale or
disposition will not violate the applicable requirements of state and federal
laws and regulatory agencies; provided, however, that any such legend or data
entry shall be removed when no longer applicable. The Company, during the term
of the Plan, will at all times reserve and keep available, and will use its
reasonable efforts to obtain from any regulatory body having jurisdiction any
requisite authority in order to issue and sell such number of shares of Common
Stock as shall be sufficient to satisfy the requirements of the Plan. Inability
of the Company to obtain, from any regulatory body having jurisdiction,
authority reasonably deemed by the Company's counsel to be necessary for the
lawful issuance and sale of any shares hereunder shall relieve the Company of
any liability in respect of the nonissuance or sale of such shares as to which
such requisite authority shall not have been obtained.
Section 11. NONTRANSFERABILITY.
(a) Except as provided in Section 11(b), an Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent or distribution.
(b) The Committee may, in its discretion, authorize all or a portion of the
Nonqualified Stock Options to be granted to a Participant to be on terms which
permit transfer by such Participant to (a) the spouse, children or grandchildren
of the optionee ("Immediate Family Members"), (b) a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (c) a partnership in
which such Immediate Family Members are the only partners, provided that (i)
there may be no consideration for any such transfer, (ii) the Option Agreement
(defined below) pursuant to which such Options are granted must be approved by
the Committee, and must expressly provide for transferability in a manner
consistent with this Section 11, and (iii) subsequent transfers of transferred
Options shall be prohibited except those in accordance with Section 11(a).
Following transfer, any such Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that for purposes of Sections 9 and 10 hereof the term "Participants" shall be
deemed to refer to the transferee. The events of termination of employment of
Section 25 hereof shall continue to be applied with respect to the original
Participant, following which the Options shall be exercisable by the transferee
only to the extent, and for the periods specified in the Option Agreement. Any
permitted transferee shall be required prior to any transfer of an Option or
shares of Common Stock acquired pursuant to the exercise of an Option to execute
a written undertaking to be bound by the provisions of the applicable Option
Agreement.
Section 12. ADJUSTMENTS UPON CAPITALIZATION AND CORPORATE CHANGES;
SUBSTITUTE OPTIONS. Subject to Section 15(b) hereof, if the outstanding shares
of the Common Stock of the Company are changed into, or exchanged for, a
different number or kind of shares or securities of the Company through
reorganization, merger, recapitalization or reclassification, or if the number
of outstanding shares is changed through a stock split, stock dividend, stock
consolidation or like capital adjustment, or if the Company makes a distribution
in partial liquidation or any other comparable extraordinary distribution with
respect to its Common Stock, an appropriate adjustment shall be made by the
Committee in the number, kind or Option Price of shares as to which Options may
be granted. A corresponding adjustment shall likewise be made in
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the number, kind or Option Price of shares with respect to which unexercised
Options have theretofore been granted. Any such adjustment in an outstanding
Option, however, shall be made without change in the total price applicable to
the unexercised portion of the Option but with a corresponding adjustment in the
price for each share covered by the Option. In making such adjustments, or in
determining that no such adjustments are necessary, the Committee may rely upon
the advice of counsel and accountants to the Company, and the good faith
determination of the Committee shall be final, conclusive and binding. No
fractional shares of stock shall be issued under the Plan on account of any such
adjustment.
If the Company at any time should succeed to the business of another
corporation through a merger or consolidation, or through the acquisition of
stock or assets of such corporation or its subsidiaries, Options may be granted
under the Plan to option holders of such corporation or its subsidiaries, in
substitution for options to purchase stock of such corporation held by them at
the time of succession. The Committee, in its sole and absolute discretion,
shall determine the extent to which such substitute Options shall be granted (if
at all), the person or persons to receive such substitute Options (who need not
be all option holders of such corporation), the number of Options to be received
by each such person, the Option Price of such Option (which may be determined
without regard to Section 6 hereof) and the terms and conditions of such
substitute Options; provided, however, that the Option Price of each such
substituted Option which is an Incentive Stock Option shall be an amount such
that, in the sole and absolute judgment of the Committee (and in compliance with
Section 424(a) of the Code in the case of an Incentive Stock Option), the
economic benefit provided by such Option is not greater than the economic
benefit represented by the option in the acquired corporation as of the date of
the Company's acquisition of such corporation. Notwithstanding anything to the
contrary herein, no Option shall be granted, nor any action taken, permitted or
omitted, which would cause the Plan, or any Options granted hereunder as to
which Rule 16b-3 under the Exchange Act may apply, not to comply with such Rule
16b-3.
Section 13. OPTION AGREEMENT. Each Option granted under the Plan shall be
evidenced by a written stock option agreement ("Option Agreement") executed by
the Company and the Participant which (a) shall contain each of the provisions
and agreements herein specifically required to be contained therein; (b) shall
indicate whether such Option is to be an Incentive Stock Option or a
Nonqualified Stock Option, and if an Incentive Stock Option, shall contain terms
and conditions permitting such Option to qualify for treatment as an incentive
stock option under Section 422 of the Code; and (c) may contain such other terms
and conditions as the Committee deems desirable and which are not inconsistent
with the Plan.
Section 14. RIGHTS AS A STOCKHOLDER. A Participant or permitted transferee
of a Participant shall have no rights as a stockholder with respect to any
shares covered by an Option until the date of an entry evidencing such ownership
is made in the stock transfer books of the Company (the "Exercise Date"). No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the Exercise Date.
Section 15. TERMINATION OF OPTIONS, ACCELERATION OF OPTIONS.
(a) Each Option shall terminate and expire, and shall no longer be subject
to exercise, as the Committee may determine in granting such Option, and each
Option granted under the Plan shall set forth a termination date thereof, which,
subject to earlier termination as set forth in Section 7 or this Section 15
hereof, or as otherwise set forth in each particular Option Agreement, with
respect to Nonqualified Stock Options, shall be no later than ten years from the
date such Option is granted, and with respect to Incentive Stock Options, shall
also be no later than ten years from the date such Option is granted, unless the
Participant is a ten percent (10%) stockholder of the Company (as described in
Section 422(b)(6) of the Code, and determined after taking into account the
constructive ownership rules of Section 424(d) of the Code) at the time such
Option is granted, in which case the Option shall terminate and expire no later
than five years from the date of the grant thereof. An Incentive Stock Option
shall contain any additional termination events required by Section 422 of the
Code.
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(b) Subject to Section 15(c) hereof, unless the Committee shall, in its sole
discretion, determine otherwise, upon (i) the dissolution, liquidation or sale
of all or substantially all of the business, properties and assets of the
Company, (ii) upon any reorganization, merger or consolidation in which the
Company does not survive, (iii) upon any reorganization, merger, consolidation
or exchange of securities in which the Company does survive and any of the
Company's stockholders have the opportunity to receive cash, securities of
another corporation and/or other property in exchange for their capital stock of
the Company, or (iv) upon any acquisition by any person or group (as defined in
Section 13(d) of the Securities Act of 1934) of beneficial ownership of more
than fifty percent (50%) of the Company's then outstanding shares of Common
Stock (each of the events described in clauses (i), (ii), (iii) or (iv) is
referred to herein individually as an "Extraordinary Event"), the Plan and each
outstanding Option shall terminate. In such event each Participant shall have
the right until 10 days before the effective date of the Extraordinary Event to
exercise, in whole or in part, any unexpired Option or Options issued to the
Participant, to the extent that said Option is then vested and exercisable
pursuant to the provisions of said Option or Options and of Section 7 hereof.
The termination of employment of, or the termination of a consulting
relationship with, a Participant for any reason shall not accelerate or
otherwise affect the number of shares with respect to which an Option may be
exercised; provided, however, that the Option may only be exercised with respect
to that number of shares which could have been purchased under the Option had
the Option been exercised by the Participant on the date of such termination.
(c) Notwithstanding the provisions of Section 7 or paragraphs (a) or (b) of
this Section 15, or any provision to the contrary contained in a particular
Option Agreement, the Committee, in its sole discretion, at any time, or from
time to time, may elect to accelerate the vesting of all or any portion of any
Option then outstanding. The decision by the Committee to accelerate an Option
or to decline to accelerate an Option shall be final, conclusive and binding. In
the event of the acceleration of the exercisability of Options as the result of
a decision by the Committee pursuant to this Section 15(c), each outstanding
Option so accelerated shall be exercisable for a period from and after the date
of such acceleration and upon such other terms and conditions as the Committee
may determine in its sole discretion; provided, however, that such terms and
conditions (other than terms and conditions relating solely to the acceleration
of exercisability and the related termination of an Option) may not adversely
affect the rights of any Participant without the consent of the Participant so
adversely affected. Any outstanding Option which has not been exercised by the
holder at the end of such stated period shall terminate automatically and become
null and void.
Section 16. WITHHOLDING OF TAXES. The Company, or a Subsidiary, as the
case may be, may deduct and withhold from the wages, salary, bonus and other
income paid by the Company or such Subsidiaries to the Participant the requisite
tax upon the amount of taxable income, if any, recognized by the Participant in
connection with the exercise in whole or in part of any Option, or the sale of
Common Stock issued to the Participant upon the exercise of an Option, as may be
required from time to time under any federal or state tax laws and regulations.
This withholding of tax shall be made from the Company's (or such Subsidiaries')
concurrent or next payment of wages, salary, bonus or other income to the
Participant or by payment to the Company (or such Subsidiaries) by the
Participant of the required withholding tax, as the Committee may determine. The
Company may permit the Participant to elect to surrender, or authorize the
Company to withhold, shares of Common Stock (valued at their fair market value
on the date of surrender or withholding of such shares) in satisfaction of the
Company's withholding obligation, subject to such restrictions as the Committee
deems necessary to satisfy the requirements of Rule 16b-3. However, no
fractional shares of Common Stock shall be delivered, nor shall any cash in lieu
of fractional shares be paid, by the Company. The Company shall have the right
to deduct fractional shares to be paid to the Participant as a result of such
surrender or withholding of shares.
Section 17. EFFECTIVENESS AND TERMINATION OF PLAN. The Plan shall be
effective on the date on which it is adopted by the Board, provided the Plan is
approved by the stockholders of the Company within
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twelve (12) months of December 5, 1995 and on or prior to the date of the first
annual meeting of stockholders of the Company held subsequent to the acquisition
of an equity security by a Participant hereunder for which exemption is claimed
under Rule 16b-3. Notwithstanding any provision of the Plan or in any Option
Agreement, no Option shall be exercisable prior to such stockholder approval.
The Plan shall terminate at the earliest of the time when all shares of Common
Stock which may be issued hereunder have been so issued, or at such time as set
forth in Section 15(b) hereof; provided, however, that the Board may in its sole
discretion terminate the Plan at any other time. Unless earlier terminated by
the Board, the Plan shall terminate on December 5, 2005. Subject to Section
15(b) hereof, no such termination shall in any way affect any Option then
outstanding.
Section 18. TIME OF GRANTING OPTIONS. The date of grant of an Option
shall, for all purposes, be the date on which the Committee makes the
determination granting such Option. Notice of the determination shall be given
to each Participant to whom an Option is so granted within a reasonable time
after the date of such grant.
Section 19. AMENDMENT OF PLAN. The Board may (a) make such changes in the
terms and conditions of granted Options as it deems advisable, provided each
Participant adversely affected by such change consents thereto, and (b) make
such amendments to the Plan as it deems advisable. Such amendments and changes
shall include, but not be limited to, acceleration of the time at which an
Option may be exercised, but may not, without the written consent or approval of
the holders of a majority of that voting stock of the Company which is
represented and is entitled to vote at a duly held stockholder's meeting (i)
increase the maximum number of shares subject to Options, except pursuant to
Section 12 hereof, (ii) change the designation of the class of employees
eligible to receive Incentive Stock Options, or (iii) in any manner modify the
Plan such that it fails to meet the requirements of Rule 16b-3 of the Exchange
Act for the exemption of the acquisition, cancellation, expiration or surrender
of Options from the operation of Section 16(b) of the Exchange Act.
Section 20. TRANSFERS AND LEAVES OF ABSENCE. For purposes of the Plan, (a)
a transfer of a Participant's employment or consulting relationship, without an
intervening period, between the Company and a Subsidiary shall not be deemed a
termination of employment or a termination of a consulting relationship, and (b)
a Participant who is granted in writing a leave of absence shall be deemed to
have remained in the employ of, or in a consulting relationship with, the
Company (or a Subsidiary, whichever is applicable) during such leave of absence.
Notwithstanding the foregoing, for purposes of determining the exercisability of
an Incentive Stock Option, a Participant who is on a leave of absence that
exceeds ninety (90) days will be considered to have terminated his or her
employment on the ninety-first (91st) day of the leave of absence, unless the
Participant's rights to reemployment are guaranteed by statute or contract.
Section 21. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option
shall impose no obligation on the Participant to exercise such Option.
Section 22. GOVERNING LAW. The Plan and any Option granted pursuant to the
Plan shall be construed under and governed by the laws of the State of Delaware
without regard to conflict of law provisions thereof.
Section 23. NOT AN EMPLOYMENT OR OTHER AGREEMENT. Nothing contained in the
Plan or in any Option Agreement shall confer, intend to confer or imply any
rights of employment or any rights to any other relationship or rights to
continued employment by, or rights to a continued consulting relationship with,
the Company or any Subsidiaries in favor of any Participant or limit the ability
of the Company or any Subsidiaries to terminate, with or without cause, in its
sole and absolute discretion, the employment of, or relationship with, any
Participant, subject to the terms of any written employment or other agreement
to which a Participant is a party.
Section 24. RULE 16b-3. It is intended that the Plan and any grant of an
Option made to a person subject to Section 16 of the Exchange Act meet all of
the requirements of Rule 16b-3. If any provision of
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the Plan or any such grant would disqualify the Plan or such grant under, or
would not otherwise comply with, Rule 16b-3, such provision or grant shall be
construed or deemed amended to conform to Rule 16b-3.
Section 25. TERMINATION OF EMPLOYMENT. The terms and conditions under
which an Option may be exercised after a Participant's termination of employment
shall be determined by the Committee and shall be specified in the Option
Agreement. The conditions under which such post-termination exercises shall be
permitted with respect to Incentive Stock Options shall be determined in
accordance with the provisions of Section 422 of the Code.
Section 26. INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as directors, the members of the Board or
Committee shall be indemnified by the Company to the fullest extent permitted by
law against the reasonable expenses, including reasonable attorneys' fees,
actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act under
or in connection with the Plan or any Option granted thereunder, and against all
amounts paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such Committee member is not entitled to
indemnification under applicable law; provided that within 60 days after
institution of any such action, suit or proceeding such Committee member shall
in writing offer the Company the opportunity, at the Company's expense, to
handle and defend the same.
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APPENDIX-2
PIA MERCHANDISING SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I.
Purpose and Effective Date
The purpose of the Plan is to provide employment incentives for, and to
encourage stock ownership by, Employees of PIA Merchandising Services, Inc. or
any Subsidiary that maintains the Plan in order to increase their proprietary
interest in the success of the Company.
The effective date of the Plan is February 17, 1997.
ARTICLE II.
Definitions
Whenever capitalized in the text, the following terms shall have the
meanings set forth below.
2.1 "ACCOUNT" shall mean the account established pursuant to Section 3.5 to
hold a Participant's contributions to the Plan.
2.2 "BOARD" shall mean the Board of Directors of PIA Merchandising Services,
Inc.
2.3 "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
2.4 "COMMITTEE" shall mean the Board of PIA Merchandising Services, Inc. or
a committee designated by the Board to administer the Plan. The Board may
appoint and remove members of the Committee at any time.
2.5 "COMMON STOCK" shall mean the common stock of PIA Merchandising
Services, Inc.
2.6 "COMPANY" shall mean PIA Merchandising Services, Inc., a Delaware
corporation, as well as any Subsidiary whose employees participate in the Plan
with the consent of the Board.
2.7 "EMPLOYEE" shall mean any person who is treated as an employee of the
Company for purposes of the Code. This term does not include members of the
Board unless they are employed by the Company in a position in addition to their
duties as directors.
2.8 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
2.9 "FAIR MARKET VALUE" of Common Stock shall be determined in accordance
with the following rules.
(a) If the Common Stock is admitted to trading or listed on a national
securities exchange, Fair Market Value shall be the last reported sale price
regular way, or if no such reported sale takes place on that day, the average of
the last reported bid and ask prices regular way, in either case on the
principal national securities exchange on which the Common Stock is admitted to
trading or listed.
(b) If not listed or admitted to trading on any national securities
exchange, Fair Market Value shall be the last sale price on that day of the
Common Stock reported on the Nasdaq National Market of the Nasdaq Stock Market
("Nasdaq National Market") or, if no such reported sale takes place on that day,
the average of the closing bid and asked prices on that day.
(c) If not included in the Nasdaq National Market, Fair Market Value shall
be the average of the closing bid and asked prices of the Common Stock on that
day reported by the Nasdaq Stock Market, or any comparable system on that day.
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(d) If the Common Stock is not included in the Nasdaq Stock Market or any
comparable system, Fair Market Value shall be the closing bid and asked prices
on that day as furnished by any member of the National Association of Securities
Dealers, Inc. selected from time to time by the Company for that purpose.
2.10 "PARTICIPANT" shall mean an Employee who has been granted a Purchase
Right under the Plan.
2.11 "PLAN" shall mean the PIA Merchandising Services, Inc. Employee Stock
Purchase Plan.
2.12 "PURCHASE RIGHT" shall mean a right to purchase Common Stock granted
pursuant to the Plan.
2.13 "PURCHASE RIGHT PERIOD" shall mean the following periods:
(a) February 1 through April 30;
(b) May 1 through July 31;
(c) August 1 through October 31; and
(d) November 1 through January 31.
The first Purchase Right Period shall commence on August 1, 1997 and shall
end on October 31, 1997.
2.14 "STOCKHOLDERS" shall mean the holders of Common Stock.
2.15 "SUBSIDIARY" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
ARTICLE III.
Eligibility and Participation
3.1 ELIGIBILITY.
(a) All Employees who have worked for the Company for six (6) months are
eligible to participate in the Plan. For this purpose, an employee will be
considered to have worked for the Company for six (6) months if he or she has
completed at least twenty-four (24) complete weeks of employment with the
Company, not necessarily consecutive, in any twenty-six (26) week period,
aggregating all separate periods of employment in such twenty-six (26) week
period.
(b) No Employee may be granted a Purchase Right if the Employee would
immediately thereafter own, directly or indirectly, five percent (5%) or more of
the combined voting power or value of all classes of stock of the Company or of
a Subsidiary. For this purpose, an Employee's ownership interest shall be
determined in accordance with the constructive ownership rules of Code Section
424(d).
3.2 PAYROLL WITHHOLDING.
(a) Employees who have satisfied the eligibility conditions of Section 3.1
above may enroll as Participants by executing prior to the commencement of each
Purchase Right Period a form provided by the Committee on which they designate:
(i) the dollar amount (not a percentage of compensation) to be deducted
from their paychecks and contributed to their Accounts for the purchase of
Common Stock, which shall not be less than twenty dollars ($20) per week or
eighty dollars ($80) per month; and/or
(ii) the amount of funds, if any, which they will deposit at the
beginning of the Purchase Right Period for the purchase of Common Stock.
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(b) Once chosen, the rate of contributions for a Purchase Right Period
cannot be decreased or increased without terminating the Purchase Right.
However, pursuant to rules and procedures prescribed by the Committee, a
Participant may make additional contributions to make up any contributions that
he or she failed to make while on a leave of absence if the Participant returns
to active employment and contributes those amounts before the end of the
Purchase Right Period.
3.3 LIMITATIONS.
(a) Notwithstanding anything herein to the contrary, a Participant may not
accrue a right to purchase shares of Common Stock under the Plan at a rate that
exceeds six thousand two hundred fifty dollars ($6,250) per Purchase Right
Period or twenty-five thousand dollars ($25,000) per calendar year, determined
in accordance with Code Section 423(b)(8). No proration of the twenty-five
thousand dollar ($25,000) amount is required if the Plan was not in existence
for entire calendar year.
(b) The twenty-five thousand dollar ($25,000) limitation shall apply to the
Participant's right to purchase Common Stock under the Plan and under all other
employee stock purchase plans described in Code Section 423 that are maintained
by the Company and its Subsidiaries.
(c) These dollar limitations apply to the Fair Market Value of Common Stock
determined at the time the Purchase Right is granted.
3.4 GRANTING OF PURCHASE RIGHTS.
(a) Upon the Employee's completion and return of the enrollment form, the
Committee will, at the commencement of the Purchase Right Period, grant a
Purchase Right to allow the Participant to purchase the number of whole shares
of Common Stock calculated by:
(i) multiplying the dollar amount of the deduction designated by the
Participant by the number of payroll periods in the Purchase Right Period;
(ii) adding the result to the amount of funds (if any) to be deposited
by the Participant with the Plan at the beginning of the Purchase Right
Period (including amounts rolled over from the previous Purchase Right
Period pursuant to Section 4.2(d) below); and
(iii) dividing this sum by the Fair Market Value of a share of Common
Stock on the first day of the Purchase Right Period.
(b) Notwithstanding the provisions of Paragraph (a) above, the price at
which each share covered by a Purchase Right will be purchased will in all
instances be the lesser of:
(i) one hundred percent (100%) of the Fair Market Value of a share of
Common Stock on the first day of the applicable Purchase Right Period; or
(ii) eighty-five percent (85%) of the Fair Market Value of a share of
Common Stock on the last day of that Purchase Right Period.
(c) In no event will the provisions of Paragraph (b) increase the number of
shares that can be purchased pursuant to the provisions of Paragraph (a) above.
Any Participant contributions in excess of those needed to purchase the maximum
number of shares determined under Paragraph (a) above will either be applied to
the next Purchase Right Period or be refunded, pursuant to the rules of Section
4.2(d) below.
3.5 ESTABLISHMENT OF ACCOUNTS.
(a) All amounts contributed by the Participant to the Plan (whether by means
of payroll withholding or a lump sum advance contribution) will be deposited
into a separate Account maintained for the Participant.
(b) No interest will be earned on any contributions.
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(c) A Participant may not withdraw any amounts from his or her Account
without terminating his or her Purchase Right for the applicable Purchase Right
Period pursuant to Section 4.1 below.
ARTICLE IV.
Purchase Rights
4.1 TERMINATION OF PURCHASE RIGHTS.
(a) A Participant may withdraw from the Plan at any time prior to the last
day of the Purchase Right Period by submitting written notice to the Company.
The Participant's Purchase Right shall terminate upon his or her withdrawal from
the Plan.
(b) A Purchase Right shall terminate automatically if the Participant
holding the Purchase Right:
(i) ceases to be employed by the Company for any reason for more than
ninety (90) days; or
(ii) is on a leave of absence in excess of ninety (90) days, unless the
Participant's rights to reemployment are guaranteed by statute or contract.
(c) Upon the termination of a Purchase Right, all amounts held in the
Participant's Account shall be refunded to the Participant no later than ninety
(90) days after the date of termination.
(d) Notwithstanding the above provisions of this Section 4.1, in the event
that a Participant ceases making contributions during a Purchase Right Period,
the Participant may elect to leave his or her prior contributions in the Plan to
be used to purchase Common Stock at the end of the Purchase Right Period.
However, in no event can a Participant:
(i) reduce (but not eliminate) his or her contributions during a
Purchase Right Period; or
(ii) suspend his or her contributions and recommence making them in the
same Purchase Right Period, unless due to a leave of absence.
4.2 EXERCISE OF PURCHASE RIGHTS.
(a) Unless previously terminated, Purchase Rights will be exercised
automatically on the last day of the Purchase Right Period.
(b) Except as provided in Section 3.2(b) above, payment for shares to be
purchased at the termination of the Purchase Right Period may only be made from
funds:
(i) deposited at the beginning of a Purchase Right Period; and/or
(ii) accumulated through payroll deductions made during the Purchase
Right Period.
(c) If the amount in the Participant's Account at the end of the Purchase
Right Period is insufficient to purchase all the shares covered by the Purchase
Right granted to the Participant, those funds will be used to purchase as many
whole shares as possible.
(d) If the balance of the Participant's Account on the date of purchase
exceeds the purchase price of the whole number of shares to be acquired, the
surplus shall be applied to the next Purchase Right Period, unless the
Participant elects to receive a refund in accordance with rules and procedures
prescribed by the Committee.
(e) The Company, at its option may either (i) issue stock certificates to
each individual purchaser for the whole number of shares of Common Stock or (ii)
issue one or more global stock certificates for the aggregate number of shares
of Common Stock, and maintain records of the amount of Common Stock owned by
each individual purchaser, as soon as practicable following the date of the
exercise of the Purchase Right.
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4.3 TERMINATION EVENT. The following provisions of this Section 4.3 shall
apply, notwithstanding anything herein to the contrary.
(a) A "Termination Event" shall be deemed to occur as a result of (i) a
transaction in which the Company will cease to be an independent publicly-owned
corporation or (ii) a sale or other disposition of all or substantially all the
assets of the Company.
(b) All Purchase Rights shall be automatically exercised immediately
preceding the Termination Event. In such an event, the Fair Market Value of the
Common Stock on that date for purposes of Section 3.4(b)(ii) above shall be
deemed to be the consideration paid for the Common Stock in the transaction.
4.4 NON-TRANSFERABILITY OF PURCHASE RIGHTS. A Purchase Right may not be
assigned or otherwise transferred by a Participant other than by will and the
laws of descent and distribution. During the lifetime of the Participant, the
Purchase Right may be exercised only by the Participant.
ARTICLE V.
Common Stock
5.1 SHARES SUBJECT TO PLAN.
(a) The maximum number of shares of Common Stock which may be issued under
the Plan is two hundred thousand (200,000) shares, subject to adjustment under
Section 5.2 below.
(b) If any outstanding Purchase Right is terminated for any reason prior to
its exercise, the shares allocable to the Purchase Right may again become
subject to purchase under the Plan.
(c) The Common Stock issuable under the Plan may be previously unissued or
may have been reacquired by the Company in the open market (or otherwise).
5.2 ADJUSTMENT UPON CHANGES IN CAPITALIZATION. A proportionate adjustment
shall be made by the Committee in the number, price and kind of shares subject
to outstanding Purchase Rights if the outstanding shares of Common Stock are
increased, decreased or exchanged for different securities, through
reorganization, recapitalization, reclassification or other similar transaction
(not constituting a Termination Event under Section 4.3 above).
ARTICLE VI.
Plan Administration
6.1 ADMINISTRATION.
(a) The Plan shall be administered by the Committee. The Committee shall
have authority to:
(i) interpret the Plan;
(ii) prescribe rules and procedures relating to the Plan; and
(iii) take all other actions necessary or appropriate for the
administration of the Plan.
(b) A majority of the members of the Committee shall constitute a quorum,
and any action shall constitute the action of the Committee if it is authorized
by:
(i) a majority of the members present at any meeting; or
(ii) all of the members in writing without a meeting.
(c) All decisions of the Committee shall be final and binding on all
Participants.
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(d) No member of the Committee shall be liable for any action or inaction
made in good faith with respect to the Plan or any Purchase Right granted under
it.
6.2 INDEMNIFICATION.
(a) To the maximum extent permitted by law, the Company shall indemnify each
member of the Committee and every other member of the Board, as well as any
other Employee with duties under the Plan, against all liabilities and expenses
(including any amount paid in settlement or in satisfaction of a judgment)
reasonably incurred by the individual in connection with any claims against the
individual by reason of the performance of the individual's duties under the
Plan. This indemnity shall not apply, however, if:
(i) it is determined in the action, lawsuit, or proceeding that the
individual is guilty of gross negligence or intentional misconduct in the
performance of those duties; or
(ii) the individual fails to assist the Company in defending against any
such claim.
(b) Notwithstanding the above, the Company shall have the right to select
counsel and to control the prosecution or defense of the suit. Furthermore, the
Company shall not be obligated to indemnify any individual for any amount
incurred through any settlement or compromise of any action unless the Company
consents in writing to the settlement or compromise.
ARTICLE VII.
Amendment and Termination
7.1 AMENDMENT AND TERMINATION. The Board may amend or terminate the Plan
at any time by means of written action, except with respect to outstanding
Purchase Rights.
7.2 STOCKHOLDERS APPROVAL.
(a) No shares of Common Stock shall be issued under the Plan unless the Plan
is approved by the Stockholders within twelve (12) months before or after the
date of the adoption of the Plan by the Board.
(b) If the Plan is not approved by the Stockholders within that time period,
the Plan and all Purchase Rights issued under the Plan will terminate and all
contributions will be refunded to the Participants. The approval by the
Stockholders must relate to:
(i) the class of individuals who may be Participants; and
(ii) the aggregate number of shares to be granted under the Plan.
If either of those items are changed, the approval of the Stockholders must
again be obtained.
ARTICLE VIII.
Miscellaneous Matters
8.1 UNIFORM RIGHTS AND PRIVILEGES. The rights and privileges of all
Participants under the Plan shall be the same.
8.2 APPLICATION OF PROCEEDS. The proceeds received by the Company from the
sale of Common Stock pursuant to Purchase Rights may be used for any corporate
purpose.
8.3 NOTICE OF DISQUALIFYING DISPOSITION. A Participant must notify the
Company if the Participant disposes of stock acquired pursuant to the Plan prior
to the expiration of the holding periods required to qualify for long-term
capital gains treatment on the sale.
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8.4 NO ADDITIONAL RIGHTS.
(a) Neither the adoption of this Plan nor the granting of any Purchase Right
shall:
(i) affect or restrict in any way the power of the Company to undertake
any corporate action otherwise permitted under applicable law; or
(ii) confer upon any Participant the right to continue to be employed by
the Company, nor shall it interfere in any way with the right of the Company
to terminate the employment of any Participant at any time, with or without
cause.
(b) No Participant shall have any rights as a Stockholder with respect to
shares covered by a Purchase Right until the time at which the Fair Market Value
of the Common Stock is determined on last day of the Purchase Right Period in
which the shares were purchased.
(c) No adjustments will be made for cash dividends or other rights for which
the record date is prior to the date of the exercise of the Purchase Right.
8.5 GOVERNING LAW.
(a) The Plan and all actions taken under it shall be governed by and
construed in accordance with the laws of the State of California.
(b) The provisions of this Plan shall be interpreted in a manner that is
consistent with this Plan satisfying the requirements of Code Section 423.
To signify its adoption of the Plan, the Company has caused its execution.
PIA Merchandising Services, Inc.,
a Delaware corporation
Dated: February 17, 1997 By: /s/ CLINTON E. OWENS
-----------------------------------------
Name: Clinton E. Owens
Title: Chairman and Chief Executive Officer
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APPENDIX-3
FORM OF PROXY
PROXY
PIA MERCHANDISING SERVICES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Clinton E. Owens and John A. Colwell, and each of
them, proxies with full power of substitution, to vote all shares of Common
Stock of PIA Merchandising Services, Inc. (the "Company") held of record by the
undersigned as of April 22, 1997, the record date with respect to this
solicitation, at the Annual Meeting of Stockholders of the Company to be held at
The Sutton Place Hotel, 4500 MacArthur Boulevard, Newport Beach, California
92718, beginning at 10:00 a.m., Pacific Time, on Friday, June 6, 1997, and at
any adjournments thereof, upon the following matters:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(EXCEPT AS NOTED BELOW) TO VOTE FOR ALL NOMINEES LISTED
BELOW
(INSTRUCTIONS: To withhold authority to vote for any nominee, line through
or otherwise strike out the nominee's name below.)
Clinton E. Owens Joseph H. Coulombe
John A. Colwell Edwin E. Epstein
Patrick C. Haden J. Christopher Lewis
2. APPROVAL OF THE AMENDMENT OF THE COMPANY'S 1995 STOCK OPTION PLAN, AS
DESCRIBED IN THE PROXY STATEMENT
/ / FOR / / AGAINST / / ABSTAIN
3. ADOPTION OF THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN
/ / FOR / / AGAINST / / ABSTAIN
4. RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 1997
/ / FOR / / AGAINST / / ABSTAIN
5. OTHER MATTERS
In their discretion, Clinton E. Owens and John A. Colwell are authorized to
vote upon such other business as may properly come before the meeting.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE NOMINEES NAMED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3, AND 4 ABOVE. IF ANY
NOMINEE DECLINES OR IS UNABLE TO SERVE AS A DIRECTOR, THEN THE PERSONS NAMED AS
PROXIES SHALL HAVE FULL DISCRETION TO VOTE FOR ANY OTHER PERSON DESIGNATED BY
THE BOARD OF DIRECTORS.
Dated __________________________, 1997
______________________________________
(Signature)
______________________________________
(Signature)
Please sign exactly as your name
appears hereon. Joint owners should
each sign. When signing as attorney,
executor, administrator, trustee,
guardian or corporate officer, please
give full title as such.
The signer hereby revokes all proxies
heretofore given by the signor to vote
at said meeting or any adjournments
thereof.
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