<PAGE>
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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] 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 Rule 14a-11(c) or Rule 14a-12
CARIBINER INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------------
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:
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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>
[LOGO OF CARIBINER INTERNATIONAL INC.]
April 3, 1997
Dear Stockholder:
The directors and officers of Caribiner International, Inc. cordially invite
you to attend the Annual Meeting of Stockholders of the Company to be held at
The Radisson Empire Hotel, 44 West 63rd Street, New York, New York on May 6,
1997 at 10:00 a.m., local time. Notice of the Annual Meeting, the Proxy
Statement and a proxy card are enclosed.
At this year's meeting you will be asked to elect directors and ratify and
approve the appointment of Ernst & Young LLP as the Company's independent
auditors.
You are urged to mark, sign, date and mail the enclosed proxy immediately.
By mailing your proxy now you will not be precluded from attending the Annual
Meeting. Your proxy is revocable, and in the event you find it convenient to
attend the Annual Meeting, you may, if you wish, withdraw your proxy and vote
in person.
For your information, we have also enclosed a copy of Caribiner's Annual
Report on Form 10-K for the fiscal year ended September 30, 1996 and a copy of
our brochure that we have been distributing to clients and potential clients
which gives some background about Caribiner and what we do. We look forward to
seeing you at the Annual Meeting.
Very truly yours,
Raymond S. Ingleby
/s/ Raymond S. Ingleby
Chairman of the Board and Chief
Executive Officer
<PAGE>
CARIBINER INTERNATIONAL, INC.
16 WEST 61ST STREET
NEW YORK, NEW YORK 10023
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 6, 1997
----------------
The Annual Meeting of Stockholders of Caribiner International, Inc., a
Delaware corporation (the "Company"), will be held at The Radisson Empire
Hotel, 44 West 63rd Street, New York, New York, on Tuesday, May 6, 1997, at
10:00 a.m., local time, for the following purposes:
1. To elect Raymond S. Ingleby, Errol M. Cook, Bryan D. Langton, Sidney
Lapidus, David E. Libowitz and C. Anthony Wainwright as directors of the
Company, to serve until the next annual meeting of stockholders of the
Company or until their successors have been duly elected and qualified;
2. To consider and act upon a proposal to approve and ratify the
appointment of Ernst & Young LLP as the Company's independent auditors for
the fiscal year ending September 30, 1997; and
3. To transact such other business as may properly come before the Annual
Meeting or any postponements or adjournments thereof.
Only stockholders of record of the Company's Common Stock at the close of
business on March 27, 1997, shall be entitled to notice of, and to vote at,
the Annual Meeting or any and all postponements or adjournments thereof.
By Order of the Board of Directors
Harold E. Schwartz
/s/ Harold E. Schwartz
Secretary
April 3, 1997
New York, New York
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
<PAGE>
CARIBINER INTERNATIONAL, INC.
16 WEST 61ST STREET
NEW YORK, NEW YORK 10023
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1997
----------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
Caribiner International, Inc., a Delaware corporation (the "Company"), of
proxies to be voted at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held at The Radisson Empire Hotel on Tuesday, May 6, 1997, at
10:00 a.m., local time, or any and all postponements or adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting. This
Proxy Statement, the Notice of Annual Meeting and the accompanying proxy card
are being mailed to stockholders on or about April 3, 1997.
Holders of record of common stock, par value $0.01 per share (the "Common
Stock"), of the Company at the close of business on March 27, 1997 (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting
or any and all postponements or adjournments thereof. As of the Record Date,
11,515,889 shares of Common Stock were issued and outstanding. Each
stockholder is entitled to one vote for each share of Common Stock held by
such stockholder.
The presence, in person or by proxy, of a majority of the shares entitled to
vote at the Annual Meeting will constitute a quorum for the Annual Meeting.
If the accompanying proxy card is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the accompanying proxy card will vote (i) to
elect the six (6) nominees for the Board of Directors to serve until the next
Annual Meeting and until their successors have been duly elected and
qualified, (ii) to approve and ratify the appointment of Ernst & Young LLP
("Ernst & Young") as the Company's independent auditors for the fiscal year
ending September 30, 1997 and (iii) to transact such other business as may
properly come before the Annual Meeting or any and all postponements or
adjournments thereof. Management is not aware of any other matters to be
presented for action at the Annual Meeting.
Each proxy granted may be revoked by the stockholder giving such proxy at
any time before it is exercised by filing with the Secretary of the Company,
at the address set forth above, a revoking instrument or a duly executed proxy
bearing a later date. The powers of any proxy holder will be suspended if the
person who executed the proxy held by such proxy holder attends the Annual
Meeting in person and so requests. Attendance at the Annual Meeting will not
in itself constitute revocation of the proxy.
Assuming the presence of a quorum at the Annual Meeting, the six (6)
nominees receiving a plurality of the votes cast at the Annual Meeting for the
election of directors will be elected as directors. In addition, assuming the
presence of a quorum, the affirmative vote of a majority of the shares of
Common Stock represented at the Annual Meeting in person or by proxy and
entitled to vote thereat is required to:
1. Approve and ratify the appointment of Ernst & Young as the Company's
independent auditors for the fiscal year ending September 30, 1997; and
2. Transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
<PAGE>
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be counted for purposes of determining
the presence or absence of a quorum on the election of directors, but will
have no other effect. With regard to the approval and ratification of the
appointment of Ernst & Young, votes may be cast for or against or abstentions
may be specified. Abstentions specified on such proposal will be counted as
present for purposes of determining the presence or absence of a quorum on the
proposal to appoint Ernst & Young. Since the proposal to appoint Ernst & Young
requires the approval of a majority of the shares of Common Stock present in
person or by proxy and entitled to vote at the Annual Meeting, abstentions
will have the same effect as a vote against such proposal. Broker non-votes
will be counted for purposes of determining the presence or absence of a
quorum, but will have no effect on the outcome of the election of directors or
the proposal to approve and ratify the appointment of Ernst & Young. A broker
"non-vote" occurs when a nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner. The Board of Directors knows of no
other business to come before the meeting, but if other matters properly come
before the meeting, the persons named in the proxy intend to vote thereon in
accordance with their best judgment.
The cost of soliciting proxies in the enclosed form will be borne by the
Company. In addition to solicitation by mail, directors, officers and
employees of the Company may solicit proxies by telephone or otherwise. The
Company will, upon request, reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the beneficial
owners of Common Stock.
The principal executive offices of the Company are located at 16 West 61st
Street, New York, New York 10023 (telephone - (212) 541-5300).
2
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Board has nominated for election as the directors entitled to be elected
by the holders of Common Stock the six nominees listed below. As previously
noted, proxies will be voted, unless authority is withheld, FOR the election
as directors of the nominees listed below to serve until the next annual
meeting of stockholders or until their respective successors shall be elected
and qualified. The Board of Directors has no reason to believe that any of the
listed nominees will not serve if elected, but if any of them should become
unavailable to serve as a director or be withdrawn from nomination, and if the
Board of Directors shall designate a substitute nominee, the persons named as
proxy holders will vote for the substitute nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EACH OF THE NOMINEES LISTED BELOW.
NOMINEES FOR ELECTION
The following table sets forth certain information with respect to the
nominees:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
<C> <C> <S>
Raymond S. Ingleby 34 Mr. Ingleby has been a director and Chief Executive Officer
of the Company since its formation in 1989, and Chairman
since June, 1993. From 1988 through 1993, Mr. Ingleby served
as Chairman and Chief Executive Officer of Ingleby
Communications Corporation, which he founded in 1988. In
1985, Mr. Ingleby, a British citizen, founded his own
advertising company that was engaged in the installation of
advertising displays in hotels, which he sold in 1988.
Errol M. Cook 57 Mr. Cook has been a director of the Company since June,
1992. Mr. Cook is a Managing Director of E.M. Warburg,
Pincus & Co., LLC ("EMW LLC"). Mr. Cook has been a Managing
Director of EMW LLC or its predecessor since March, 1991.
Mr. Cook serves on the board of directors of certain
privately held companies.
Bryan D. Langton 60 Mr. Langton has been a director of the Company since April,
1996. Mr. Langton has been the Chairman Emeritus of Holiday
Inn Worldwide, a subsidiary of Bass plc, since December,
1996. Prior thereto Mr. Langton served as Chairman and Chief
Executive Officer of Holiday Inn Worldwide and Holiday Inn,
Inc. from February, 1990 to December, 1996. Mr. Langton
serves on the board of directors of Bass plc.
Sidney Lapidus 59 Mr. Lapidus has been a director of the Company since June,
1992. Mr. Lapidus is a Managing Director of EMW LLC. Mr.
Lapidus has been associated with EMW LLC or its predecessor
since 1967. Mr. Lapidus serves on the board of directors of
Pacific Greystone Corporation and Panavision Inc., as well
as several privately held companies.
David E. Libowitz 34 Mr. Libowitz has been a director of the Company since June,
1992. Mr. Libowitz is a Vice President of EMW LLC and has
been associated with EMW LLC or its predecessor since July,
1991. Mr. Libowitz serves on the board of directors of
certain privately held companies.
C. Anthony Wainwri- 63 Mr. Wainwright has been a director of the Company since
ght March, 1997. Mr. Wainwright was Chairman of Harris, Drury,
Cohen, Inc., an advertising agency, from 1995 to February,
1997. Prior thereto Mr. Wainwright was Chairman of Compton
Partners, Saatchi & Saatchi, a national advertising agency,
from 1994 to 1995 and was Vice Chairman of that Company from
1989 to 1994. From 1980 to 1989 he was President, Chief
Operating Officer and a director of the Bloom Companies,
Inc., a holding company for a national advertising agency
group. Mr. Wainwright serves on the Board of Directors of
All-Comm Media Co., American Woodmark Corporation, Del Webb
Corp., Gibson Greetings, Inc. and Advanced Polymer Systems.
</TABLE>
3
<PAGE>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors has an audit committee and a compensation committee.
The Board of Directors does not presently have a nominating committee or other
committee performing a similar function.
At present, the Board of Directors of the Company is composed of six
directors. Pursuant to the terms of a stockholders agreement, dated as of
March 15, 1996 (the "Stockholders Agreement"), subject to certain conditions,
Warburg, Pincus Investors, L.P. ("Warburg") has the right to designate up to
three persons for nomination to the Board and Raymond S. Ingleby has the right
to be designated as a director for nomination to the Board. See "Certain
Relationships and Transactions with Related Persons--Stockholders Agreement."
The designees of Warburg are Messrs. Cook, Lapidus and Libowitz. The Board of
Directors met eight times in fiscal 1996.
The Compensation Committee of the Board of Directors of the Company
determines the salaries and bonuses of the Company's executive officers and
administers the Company's 1996 Stock Option Plan. During the Company's last
completed fiscal year Errol M. Cook, David E. Libowitz and, following his
appointment to the Board of Directors, Bryan D. Langton served as members of
the Compensation Committee. (Following his appointment to the Board of
Directors in March, 1997, C. Anthony Wainwright was appointed to serve as a
member of the Compensation Committee.) During the Company's last fiscal year
Sidney Lapidus also served as a member of the Compensation Committee until his
resignation in July, 1996. The Compensation Committee met once in fiscal 1996.
The Audit Committee of the Board of Directors recommends the appointment of
auditors and oversees the accounting and audit functions of the Company. At
present, Bryan D. Langton serves as the Chairman of the Audit Committee and,
following his appointment to the Board of Directors, C. Anthony Wainwright was
also appointed to serve as a member of the Audit Committee. During the
Company's last fiscal year Errol M. Cook and David E. Libowitz also served as
members of the Audit Committee until their resignations from such committee
upon Mr. Langton's appointment to such committee in May, 1996. The Audit
Committee met twice in fiscal 1996.
COMPENSATION OF DIRECTORS
Directors who are not employees or officers of the Company receive cash
compensation of $12,500 per annum payable quarterly (other than directors
affiliated with Warburg, who have waived the right to receive any
compensation). Directors are also reimbursed for certain expenses in
connection with attendance at Board and committee meetings. Other than with
respect to reimbursement of expenses, directors who are employees or officers
of the Company do not receive additional compensation for services as a
director.
Effective March 11, 1996, the Company adopted the Non-Employee Directors'
Stock Plan, pursuant to which the Company awards directors (other than
directors affiliated with Warburg, who have waived the right to receive any
compensation, or directors who are employees of the Company) upon their
becoming a director and on each anniversary thereof shares of Common Stock
having a market value of $12,500. The Non-Employee Directors' Stock Plan
provides that the maximum number of shares of Common Stock available for issue
under the plan is 15,000 shares (of which 782 shares have been issued),
subject to adjustment to prevent dilution or expansion of rights.
4
<PAGE>
EXECUTIVE OFFICERS
Set forth below is the name and business experience of each of the executive
officers of the Company as of February 26, 1997, to the extent not provided
above.
Arthur F. Dignam
Age: 51
Mr. Dignam has been Executive Vice President and Chief Financial Officer of
the Company since February, 1994 and Chief Administrative Officer since
November, 1995. Prior to joining the Company, Mr. Dignam worked as an
independent consultant from August, 1993 to January, 1994, and was Vice
President and Chief Financial Officer for Panavision International, the
privately-held predecessor to Panavision Inc., a company that manufactures
high quality cameras and accessories for the film and television industry,
from February, 1989 to July, 1993. Prior thereto, Mr. Dignam served as chief
financial officer in both the news division and operations and technical
services division of the National Broadcasting Company.
Mark M. Cohen
Age: 49
Mr. Cohen has been Executive Vice President of the Company and President of
Caribiner Communications since November, 1995. Mr. Cohen joined the Company in
November, 1993 as Executive Vice President of Caribiner, Inc. and General
Manager of its New York office. Prior to joining the Company, Mr. Cohen served
in various general management positions with Maritz Inc., a marketing service
and performance improvement company, from June, 1976 to November, 1993.
Lawrence P. Golen
Age: 39
Mr. Golen has been Executive Vice President of the Company and President of
Total Audio Visual Services ("TAVS") since October, 1996, when he joined the
Company after its acquisition of TAVS from General Electric Capital Computer
Leasing Corporation ("GECCLC"). Prior thereto, Mr. Golen served as General
Manager of TAVS from September, 1994 to October, 1996 and as General Manager
of the Test Equipment Management Services division of GECCLC from May, 1994 to
October, 1996. Prior thereto, Mr. Golen served as Vice President-Marketing and
Sales of Douglas Manufacturing from January, 1993 to April, 1994 and Regional
Marketing Director of GE Plastics from November, 1991 to December, 1993.
Brian Shepherd
Age: 39
Mr. Shepherd has been Executive Vice President, Strategic Planning and
International Operations, of the Company since November, 1995. Mr. Shepherd
joined the Company as Vice President of Caribiner, Inc. and General Manager of
its Atlanta office in July, 1995. Mr. Shepherd was formerly President and
Chief Executive Officer of Imagination (USA) Inc., a subsidiary of
Imagination, UK, a large European-based business communications company, from
December, 1992 to July, 1995. Previously, he had been Managing Director of the
London office of Imagination, UK.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the
compensation paid or accrued by the Company for services rendered to the
Company and its subsidiaries in all capacities for the fiscal years ended
September 30, 1995 and 1996, by its Chief Executive Officer and each of the
Company's other executive officers whose total salary and bonus exceeded
$100,000 during such fiscal year (collectively, the "Named Executive
Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL
COMPENSATION SECURITIES
----------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS(#) COMPENSATION
- --------------------------- -------- -------- ------------ ------------
<S> <C> <C> <C> <C>
Raymond S. Ingleby
Chairman of the Board and Chief
Executive Officer of
Caribiner International, Inc.
1996.............................. $384,027 $187,500 -0- $2,200(1)
1995.............................. 325,000 162,500 -0- 2,200(1)
Arthur F. Dignam
Executive Vice President and Chief
Financial and Administrative Officer
of Caribiner International, Inc.
1996.............................. 215,851 52,000 3,000 -0-
1995.............................. 195,834 37,600 -0- -0-
Mark M. Cohen
Executive Vice President of Caribiner
International, Inc. and President of
Caribiner Communications
1996.............................. 227,728 41,783 3,000 -0-
1995.............................. 190,000 46,500 -0- -0-
Brian Shepherd
Executive Vice President, Strategic
Planning and International
Operations of Caribiner
International, Inc.
1996.............................. 220,001 48,600 3,000 -0-
1995.............................. 33,031 -0- -0- -0-
</TABLE>
- --------
(1) All Other Compensation consists of life insurance premiums paid by the
Company.
6
<PAGE>
Option Grants
The following table sets forth the grants of options with respect to Common
Stock during the year ended September 30, 1996, to the Named Executive
Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- ---------------------------------------------------------------------- -----------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
- ---- ------- ------------ ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Raymond S. Ingleby...... -- -- -- -- -- --
Arthur F. Dignam........ 3,000(a) 2.0% $28.875 07/29/2006 $13,654 $23,432
Mark M. Cohen........... 3,000(a) 2.0% 28.875 07/29/2006 13,654 23,432
Brian Shepherd.......... 3,000(a) 2.0% 28.875 07/29/2006 13,654 23,432
</TABLE>
- --------
(a) Such options will vest one-third on July 29, 1997, one-third on July 29,
1998 and one-third on July 29, 1999.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Ingleby,
Dignam, Cohen, Shepherd and Golen. Mr. Ingleby's employment agreement expires
on October 1, 1998. The employment agreements of Messrs. Dignam and Cohen
expire on December 1, 1998. Mr. Shepherd's employment agreement expires on
July 25, 1998. Mr. Golen's employment agreement expires on October 14, 1999.
The Company is required to give Mr. Ingleby at least 12 months' notice if it
does not intend to renew or extend his contract, and otherwise must pay him
all compensation under the agreement for 12 months from delivery of such
notice. The employment agreement for each of Mr. Dignam and Mr. Cohen provides
that the Company is required to give such executive at least six months'
notice if it does not intend to renew or extend his contract. The employment
agreement for each of Mr. Dignam and Mr. Cohen provides for an option to renew
for an additional three years at the discretion of the Company.
The annual base salary of Mr. Ingleby, Mr. Dignam, Mr. Cohen, Mr. Shepherd
and Mr. Golen under their employment agreements currently is $400,000,
$229,000, $244,500, $229,000 and $210,000, respectively. Each executive is
also entitled to fringe benefits, and to an annual bonus based on Company
performance against targets established by the Board each year. Under each
agreement the Board is to review the employee's salary at least annually and
the salary amounts may be increased in the Board's discretion. Each executive
may be terminated for "cause" (as defined in the agreements), with all
compensation ceasing. Under Messrs. Ingleby, Dignam and Cohen's employment
agreements, if the executive is terminated without cause or, if the executive
terminates his employment for "good reason" (as defined), the executive is
entitled to full compensation for the remaining term of the agreement (or, if
longer, in the case of Mr. Ingleby, for 12 months). "Good reason" includes, in
the case of Mr. Ingleby, a change in control (as defined) of the Company. The
consummation of the Offering will not result in such a change in control. Each
employment agreement includes a two year non-competition and non-solicitation
of clients and employees provision. The employment agreements of Mr. Ingleby,
Mr. Dignam and Mr. Cohen provide that, in the event of the employee's death,
the employee's beneficiary will receive a payment equal to six months' base
salary. Each of Mr. Shepherd's and Mr. Golen's employment agreement provides
for a payment equal to one month's base salary in the event of his death.
7
<PAGE>
INCENTIVE PLANS
1996 Stock Option Plan
Effective January 1, 1996, the Company adopted the 1996 Stock Option Plan
(the "Option Plan"). The Option Plan is designed to provide employees with a
more direct stake in the Company's future welfare and an incentive to remain
with the Company. It is also expected that the Option Plan will encourage
qualified persons to seek employment with the Company.
The Option Plan provides for grants of "Incentive Stock Options," meeting
the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and "Non-qualified Stock Options." The Option Plan
provides that options for an aggregate of 364,000 shares of Common Stock shall
be available for award, subject to adjustment by the Committee (as hereinafter
defined) to prevent dilution or expansion of rights. Options may be granted to
employees of the Company or any of its subsidiaries, provided that no employee
may receive options for more than 200,000 shares of Common Stock in the
aggregate in any fiscal year. As of March 24, 1997, stock options to purchase
an aggregate of 184,400 shares of Common Stock (175,800 of which have not yet
vested) were outstanding.
The Option Plan is administered by the Compensation Committee of the Board
of Directors (the "Committee") and is comprised of not less than two
disinterested directors within the meaning of Rule 16b-3 of the Exchange Act.
The Option Plan permits the Committee to determine which employees shall
receive options and the times when options are to be granted. The Committee
also determines the purchase price of Common Stock covered by each option, the
term of each option, the number of shares of Common Stock to be covered by
each option and any performance objectives or vesting standards applicable to
each option. The Committee also designates whether the options shall be
Incentive Stock Options or Non-qualified Stock Options.
The purchase price per share under each Incentive Stock Option or Non-
qualified Stock Option is the "Market Price" (i.e., the average of the high
and low reported consolidated trading sales price for such day) of the Common
Stock on the date the option is granted, except that the exercise price for an
Incentive Stock Option granted to a 10% stockholder may not be less than 110%
of the Market Price of the Common Stock on the date of the grant. The
aggregate Market Price of the Common Stock exercisable under Incentive Stock
Options held by any optionee during any calendar year may not exceed $100,000.
Incentive Stock Options granted to employees under the Option Plan have a
maximum term of ten years. Incentive Stock Options granted to 10% stockholders
have a maximum term of five years. Options are not transferable except by will
or pursuant to the applicable laws of descent and distribution.
Notwithstanding the general restriction on transferability, in the sole
discretion of the Committee, Non-qualified Stock Options may be made
transferable subject to the requirements of Rule 16b-3.
In the event that an employee is terminated for any reason other than death,
Disability, Retirement or Cause (as such terms are defined in the Option
Plan), to the extent that the employee had the right to exercise an option,
such option will be exercisable until the earlier of the expiration date of
the option, or within 30 days of the date of such termination. Options held on
the date of Disability or Retirement, whether or not exercisable on such date,
are exercisable within one year of the date of Disability or Retirement.
Options held by an employee at the date of death, whether or not exercisable
on the date of death, are exercisable by the beneficiary of the employee
within one year from the date of death. The Committee may, in its sole
discretion, cause any option to be forfeited upon an employee's termination
for Cause (as defined in the Option Plan). In the event of a Change of Control
(as such term is defined in the Plan) of the Company, all outstanding options
will vest and appropriate provisions shall be made for the protection of
options by substitution on an equitable basis of appropriate stock of the
Company or appropriate stock of the merged, consolidated or otherwise
reorganized corporation, as the case may be.
The Board is permitted to suspend, terminate, modify or amend the Option
Plan, provided that any amendment that would (i) materially increase the
aggregate number of shares, (ii) materially increase benefits
8
<PAGE>
accruing to employees, or (iii) materially modify the eligibility requirements
for participation shall be subject to stockholder approval, provided, however,
that stockholder approval is not required for adjustments to the Option Plan
or to the number of shares available thereunder which are deemed appropriate
by the Committee to prevent dilution or expansion of rights.
401(K) PLAN
In December, 1994, Caribiner, Inc. adopted the Employee Profit Sharing Plan
and Trust For Employees of Caribiner, Inc. (the "401(k) Plan") to replace a
previously existing similar plan. Generally, any employee who has completed 3
months of service and is over 21 years of age is eligible to participate in
the 401(k) Plan. Each eligible employee may elect to contribute to the 401(k)
Plan, through payroll deductions, up to 10% of his or her compensation for
services rendered in any year, not to exceed a statutorily prescribed annual
limit. Participants in the 401(k) Plan are always fully vested in their own
contributions. The terms of the 401(k) Plan provide that the Company may make
matching contributions to the 401(k) Plan based on the company's net income
and at the discretion of the Board of Directors. Each participant becomes
fully vested in the Company's contributions allocated to his or her account
upon completion of five years of service. The Company's contributions are tax-
deductible to the Company. Company contributions to the 401(k) Plan for fiscal
1994, 1995 and 1996 were not significant, and no contributions were made by
the Company to the accounts of any of the Named Executive Officers. Effective
January 1, 1997, the Company began matching $0.25 for each dollar contributed
by an employee to his or her respective account in the 401(k) Plan, up to a
maximum of 3% of such employee's base compensation (subject to applicable
limits under the Internal Revenue Code of 1986, as amended).
9
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
GENERAL
The Compensation Committee of the Board of Directors is composed entirely of
non-management or outside directors. During fiscal 1996 Errol M. Cook, David
E. Libowitz and, following his appointment to the Board of Directors, Bryan D.
Langton served as members of the Compensation Committee. (Following his
appointment to the Board of Directors in March, 1997, C. Anthony Wainwright
was also appointed to serve as a member of the Compensation Committee.) The
Compensation Committee also administers and approves grants of stock options
under the Company's Option Plan, which was approved by stockholders prior to
the Company's initial public offering in March, 1996 (the "Initial Public
Offering").
COMPENSATION PHILOSOPHY
The overall policy of the Compensation Committee is to provide the Company's
executive officers and other key employees with competitive compensation
opportunities based upon their contribution to the financial success of the
Company and their personal performance. It is the Compensation Committee's
objective to have a portion of each officer's compensation contingent upon the
Company's performance as well as upon the officer's own level of performance.
Accordingly, the compensation package for each executive officer and key
employee is comprised of three primary elements: (i) base salary which
reflects individual performance and is designed primarily to be competitive
with salary levels in effect at companies within and outside the industry with
which the Company competes for executive talent, (ii) annual variable
performance awards payable in cash and tied to the Company's achievement of
financial performance targets and (iii) stock-based incentive awards which
strengthen the mutuality of interests between the executive officers and the
Company's stockholders.
COMPONENTS OF COMPENSATION
The principal components of executive officer compensation are generally as
follows:
. BASE SALARY. With respect to each of the Named Executive Officers
their base salary is fixed in accordance with the terms of their
respective employment agreements. Salaries for each executive officer
are based on job responsibilities, level of experience, overall
performance, contribution to the business and the salaries being paid
for similar positions in the industry based upon the Company's
knowledge of competitive salaries in the marketplace. See "Employment
Agreements."
. ANNUAL PERFORMANCE BONUS. Annual cash bonuses are payable to the
Company's executive officers under the Company's performance bonus
plan based on the Company's achievement of certain pre-set corporate
financial performance targets established for the fiscal year and the
individual's level of performance.
. LONG-TERM INCENTIVE COMPENSATION. Long-term incentives are provided
through stock option grants under the Option Plan. See "Incentive
Plans--1996 Stock Option Plan." Awards under the Option Plan are
designed to further align the interests of each executive officer
with those of the stockholders and provide each officer with a
significant incentive to manage the Company from the perspective of
an owner with an equity stake in the Company's business. For details
regarding option grants in fiscal 1996, see the compensation and
option tables in "Executive Compensation."
. BENEFIT PLANS. The Company provides health care benefits and profit
sharing for executive officers on terms generally available to all
Company employees. Except as may be noted elsewhere in this proxy
statement, the value of perquisites, as determined in accordance with
the rules of the Securities and Exchange Commission relating to
executive compensation, did not exceed $50,000 or 10% of the total
salary and bonus of any executive officer during fiscal 1996.
10
<PAGE>
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Ingleby was paid a base salary of $384,027 in fiscal 1996. Mr. Ingleby
was also paid a bonus $187,500. Mr. Ingleby did not receive a grant of stock
options in fiscal 1996 under the Option Plan. Such compensation and bonus were
determined pursuant to Mr. Ingleby's employment agreement (see "Executive
Compensation--Employment Agreements") and the achievement of certain
performance objectives established by the Board for fiscal 1996.
The Compensation Committee considered Mr. Ingleby's role in the successful
completion of the Company's Initial Public Offering, the Company's financial
results for fiscal 1996, including the Company's revenue and earnings growth,
and, to the extent known to the Committee, the compensation granted to chief
executive officers of other companies in the industry to be certain of the
factors supporting the level of Mr. Ingleby's compensation.
COMPENSATION OF OTHER EXECUTIVE OFFICERS
The Company has also entered into employment agreements with the other
executive officers. Each agreement provides for a fixed salary which is
subject to annual review by the Board, and the salary amounts may be increased
at the Board's discretion. Each agreement also provides that such executive
officers are entitled to bonus compensation determined by the achievement of
certain performance objectives established by the Board of Directors.
In addition, each of the executive officers (other than Mr. Ingleby) was
granted stock options during fiscal 1996. The Compensation Committee believes
that stock ownership, through grants of stock options, and perhaps other forms
of equity-based incentive compensation, are a major incentive in aligning the
interests of employees, including senior management, and stockholders.
Errol M. Cook
David E. Libowitz
Bryan D. Langton
The Compensation Committee Report will not be deemed to be incorporated by
reference into any filing by the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent that the Company specifically incorporates the same by reference.
11
<PAGE>
PERFORMANCE COMPARISON
STOCK PRICE PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total returns for the
Company, the Standard & Poor's 500 Composite Index and the Russell 2000 Index,
during the period commencing on March 12, 1996, the date on which the Common
Stock began trading on the New York Stock Exchange, and ending on September 30,
1996. The comparison assumes $100 was invested on March 12, 1996 in each of the
Common Stock, the Standard & Poor's 500 Composite Index and the Russell 2000
Index and assumes the reinvestment of all dividends, if any. At this time, the
Company does not believe it can reasonably identify an industry peer group, and
therefore the Company has instead selected the Russell 2000 Index, which
includes companies with similar market capitalizations to that of the Company,
as a comparative index for purposes of complying with certain requirements of
the Securities and Exchange Commission.
[GRAPH APPEARS HERE]
COMPARISON OF 6 MONTH CUMULATIVE TOTAL RETURN*
AMONG CARIBINER INTERNATIONAL, INC. THE S&P 500 INDEX
AND THE RUSSELL 2000 INDEX
CARIBINER RUSSELL
INTL INC. S&P 2000
--------- --- -------
CWC 1500 IR20
3/12/96 100 100 100
3/96 116 101 102
4/96 128 102 108
5/96 143 105 112
6/96 144 105 107
7/96 129 101 98
8/96 155 103 103
9/96 190 109 108
The Performance Comparison will not be deemed to be incorporated by reference
into any filing by the Company under the Securities Act of 1933, as amended, or
the Securities Act of 1934, as amended, except to the extent that the Company
specifically incorporates the same by reference.
12
<PAGE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS
INVESTMENT BY WARBURG, PINCUS INVESTORS, L.P.
Pursuant to a Securities Purchase Agreement, dated as of June 30, 1992,
Warburg purchased the Company's 11.5% Convertible Promissory Note (the
"Convertible Note") for its principal amount of $12.0 million and purchased
shares of preferred stock for $4.0 million. The proceeds from the sale to
Warburg of the Convertible Note and the preferred stock were used in part to
finance the Company's acquisition in June, 1992 of Caribiner, Inc. Immediately
prior to the consummation of the Company's Initial Public Offering, Warburg
converted the Convertible Note and all the shares of its preferred stock
(including the shares of preferred stock which it received upon conversion of
the Convertible Note) into an aggregate of 3,596,250 shares of Common Stock.
The Convertible Note accrued interest at the rate of 11.5% per annum on the
outstanding principal amount thereof, and interest was payable quarterly in
cash. Pursuant to the terms of the Convertible Note, the Company chose to
defer interest on such note, which deferred interest also accrued interest at
the rate of 11.5% per annum.
Pursuant to the terms of the preferred stock, Warburg was entitled to
receive, when and as declared by the Company's Board, a cash dividend at the
annual rate of 12% of the liquidation preference per share of the preferred
stock. Dividends on the preferred stock were cumulative, and unpaid dividends
(whether or not declared) accrued at the rate of 12% per annum.
Proceeds from the Initial Public Offering aggregating $8.5 million were used
to pay accrued interest on the Convertible Note and accumulated dividends on
the preferred stock.
WARBURG TERM LOAN AND WARRANTS
Pursuant to the Loan and Warrant Agreement, dated as of August 3, 1993 (the
"Loan and Warrant Agreement"), which governed a $10 million Warburg loan
facility ("the Warburg Term Loan"), Warburg had agreed to lend to the Company
up to $10.0 million in loans for acquisitions and other corporate purposes
approved by the Board of Directors of the Company. Amounts outstanding under
the Warburg Term Loan accrued interest at the rate of 11% per annum compounded
semi-annually. As of December 31, 1995, there was approximately $3.0 million
outstanding under the Warburg Term Loan. The outstanding amount under the
Warburg Term Loan, including accrued interest of approximately $4.0 million,
was repaid upon consummation of the Initial Public Offering, and the Loan and
Warrant Agreement was terminated.
In partial consideration for making advances under the Warburg Term Loan,
Caribiner issued warrants to Warburg at the rate of 0.50% of the then fully
diluted Common Stock per each $1.0 million principal amount of an advance. In
addition, after the first anniversary of each advance and at the close of
every quarter thereafter, additional warrants were issuable to Warburg at the
rate of 0.375% of the fully diluted Common Stock per each $1.0 million in
outstanding principal amount of such advance. As of December 31, 1995,
warrants to purchase an aggregate 534,505 shares of Common Stock had been
issued to Warburg with a weighted average exercise price per share of $3.16.
Warburg exercised all of the warrants immediately prior to the completion of
the Initial Public Offering.
ADVANCES TO RAYMOND S. INGLEBY
As a result of a series of advances made from 1989 to 1992, Raymond S.
Ingleby, the Chairman of the Board and Chief Executive Officer of the Company,
became obligated to pay to the Company an aggregate amount of $362,630. Such
repayment obligations did not bear interest. The Company fully reserved
against such obligations in fiscal 1992. Mr. Ingleby repaid the full amount of
such obligations in connection with the Initial Public Offering.
13
<PAGE>
Stockholders Agreement
Upon completion of the Initial Public Offering, the Company entered into the
Stockholders Agreement with Warburg and Raymond S. Ingleby. The Stockholders
Agreement contains, among other things, various terms regarding nominations
for the Company's Board of Directors and certain registration rights granted
by the Company. Pursuant to the terms of the Stockholders Agreement, for so
long as Warburg beneficially owns at least 35%, 20% or 10% of the outstanding
shares of Common Stock, it will have the right to designate three nominees,
two nominees or one nominee, respectively, for director. The Stockholders
Agreement also provides that for so long as Mr. Ingleby shall hold office as
the Chairman and Chief Executive Officer of the Company, he will have the
right to be designated as a nominee for director.
Additionally, the Stockholders Agreement provides that Warburg is entitled
to three "demand" registrations, which may be exercised at any time. The
Stockholders Agreement also provides that Raymond S. Ingleby will be entitled
to one "demand" registration with respect to not less than 50% of the number
of shares of Common Stock that he beneficially owned immediately prior to the
completion of the Initial Public Offering (i.e., 698,178 shares), provided
that Mr. Ingleby may not exercise such "demand" until the earliest of (i) six
months after the effective date of a registration statement filed by the
Company in respect of shares of Common Stock owned by Warburg, (ii) the
distribution by Warburg of shares of Common Stock to its partners and (iii)
March 15, 2001. In addition, in the event Mr. Ingleby is terminated from his
employment by the Company and he has not exercised his demand registration, he
will be entitled to one "demand" registration six months after the date of his
termination to the extent he would be required by law to effect such
registration in order to sell his shares. Mr. Ingleby is also entitled to
"piggyback" registration rights in the event that Warburg exercises a "demand"
registration. In addition, the Stockholders Agreement grants to Mr. Ingleby
certain co-sale rights in the event that Warburg sells, transfers or otherwise
disposes of any shares of its Common Stock.
14
<PAGE>
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of the Record Date with respect to (i) each
person known by the Company to be the beneficial owner of more than 5% of the
Common Stock, (ii) each director of the Company, (iii) each of the executive
officers of the Company and (iv) all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
----------------------------
NUMBER OF
SHARES OF PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK
- ------------------------------------ ------------ -------------
<S> <C> <C>
5% HOLDERS
Warburg, Pincus Investors, L.P.(2).............. 4,130,755 35.9%
466 Lexington Avenue
10th Floor
New York, New York 10017
Metropolitan Life Insurance Company............. 992,200(3) 8.6
One Madison Avenue
New York, New York 10010
Montgomery Asset Management, L.P................ 783,000(4) 6.8
101 California Street
San Francisco, California 94111
DIRECTORS AND EXECUTIVE OFFICERS
Raymond S. Ingleby.............................. 894,766 7.8
c/o Caribiner International, Inc.
16 West 61st Street
New York, New York 10023
Arthur F. Dignam................................ 22,898 *
Mark M. Cohen................................... 21,308 *
Lawrence P. Golen(5)............................ 7,300 *
Brian Shepherd.................................. 23,611 *
Errol M. Cook(2)................................ 4,130,755 35.9
Bryan D. Langton(6)............................. 13,497 *
Sidney Lapidus(2)............................... 4,130,755 35.9
David E. Libowitz(2)............................ -- *
C. Anthony Wainwright........................... 285 *
All executive officers and directors as a group
(10 persons)................................... 5,114,420 44.4
</TABLE>
- --------
* Less than 1%
(1) Except where otherwise indicated, the Company believes that all parties
listed in the table, based on information provided by such persons, have
sole voting and dispositive power over the securities beneficially owned
by them, subject to community property laws, where applicable. For
purposes of this table, a person or group of persons is deemed to be the
"beneficial owner" of any shares that such person or group of persons has
the right to acquire within 60 days. For purposes of computing the
percentage of outstanding shares held by each person or group of persons
named above on a given date, any security that such person or group of
persons has the right to acquire within 60 days is deemed to be
outstanding, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person.
(2) The sole general partner of Warburg Pincus & Co., a New York general
partnership ("WP"). EMW LLC manages Warburg. The members of EMW LLC are
substantially the same as the partners of WP. Lionel I. Pincus is the
managing partner of WP and the managing member of EMW LLC and may be
deemed to control each of WP and EMW LLC. WP, as the sole general partner
of Warburg, has a 20% interest in the profits of Warburg. Messrs. Errol M.
Cook and Sidney Lapidus, each a director of the Company, are Managing
Directors and members of EMW LLC, and general partners of WP. As such,
Messrs. Cook and Lapidus may be deemed to have an indirect pecuniary
interest (within the meaning of Rule 16a-1 under the Exchange Act) in an
indeterminate portion of the shares of Common Stock beneficially owned by
Warburg. Mr. David E. Libowitz, a director of the Company, is an officer
of EMW LLC. Each of Messrs. Cook, Lapidus and Libowitz disclaims
"beneficial ownership" of the Common Stock owned by Warburg within the
meaning of Rule 13d-3 under the Exchange Act.
(3) According to Schedule 13G filed on March 7, 1997 with the Securities and
Exchange Commission. The Schedule 13G indicates that beneficial ownership
of all of these shares arises through the investment activity of State
Street Research & Management Company, a wholly-owned subsidiary of
Metropolitan Life Insurance Company.
(4) According to Schedule 13G filed on February 14, 1997 with the Securities
and Exchange Commission.
(5) Includes presently exercisable options to purchase 7,000 shares of Common
Stock at $44.75 per share, which expire in October, 2006.
(6) Includes presently exercisable options to purchase 9,000 shares of Common
Stock at $42.62 per share, which expire in November, 2006.
15
<PAGE>
APPROVAL AND RATIFICATION OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Board of Directors of the Company has selected Ernst & Young as the
Company's independent auditors for the fiscal year ending September 30, 1997.
Ernst & Young has audited the Company's financial statements since 1992.
Representatives of Ernst & Young are expected to be present at the meeting and
will be afforded the opportunity to make a statement if they desire to do so,
and such representatives are expected to be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL AND RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
OTHER BUSINESS
As of the date of this Proxy Statement, the Company knows of no business
that will be presented for consideration at the Annual Meeting other than that
which has been referred to above. As to other business, if any, that may come
before the Annual Meeting, it is intended that proxies in the enclosed form
will be voted in accordance with the judgment of the proxy holder.
STOCKHOLDER PROPOSALS
Any proposal of a stockholder intended to be presented at the Company's 1998
Annual Meeting of Stockholders must be received by the Secretary of the
Company by September 30, 1997, for inclusion in the notice of meeting and
proxy statement relating to the 1998 Annual Meeting.
16
<PAGE>
FORM 10-K
A copy of the Company's Annual Report on Form 10-K, as amended, for the
fiscal year ended September 30, 1996 ("Form 10-K") accompanies this Proxy
Statement. Additional copies of the Form 10-K may be obtained by writing to
Caribiner International, Inc., 16 West 61st Street, New York, New York 10023,
Attention: Secretary.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of the Forms 3, 4 and 5 and any amendments
thereto furnished to the Company pursuant to Rule 16a-3(c) promulgated under
the Exchange Act, the Company is not aware of any failure of any officer,
director or beneficial owner of more than 10% of the Common Stock to timely
file with the Securities and Exchange Commission any Form 3, 4 or 5 in respect
of the Company during fiscal 1996, except that the following persons or
entities failed to file on a timely basis the following report: each of
Raymond S. Ingleby, Arthur F. Dignam, Mark M. Cohen, Brian Shepherd, Errol M.
Cook, Sidney Lapidus, David E. Libowitz and Warburg filed one late report on
Form 3.
By Order of the Board of Directors
Harold E. Schwartz
/s/ Harold E. Schwartz
Secretary
Dated: April 3, 1997
New York, New York
17
<PAGE>
CARIBINER INTERNATIONAL, INC. REVOCABLE PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CARIBINER
INTERNATIONAL, INC., FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON MAY 6, 1997 AND ANYADJOURNMENT THEREOF.
The undersigned hereby acknowledges prior receipt of the Notice of the Annual
Meeting of Stockholders (the "Meeting") and the Proxy Statement describing the
matters set forth below, and indicating the date, time and place of the Meeting,
and hereby appoints the Board of Directors of Caribiner International, Inc. (the
"Company"), or any of them acting alone, as proxy, each with full power of
substitution to represent the undersigned at the Meeting, and at any adjournment
or adjournments thereof, and thereat to act with respect to all votes that the
undersigned would be entitled to cast, if then personally present on the matters
referred to on the reverse side in the manner specified.
THIS PROXY, IF EXECUTED, WILL BE VOTED AS DIRECTED, BUT, IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED. PLEASE SIGN
AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE.
THIS PROXY MUST BE RECEIVED BY THE COMPANY NO LATER THAN MAY 6, 1997.
This Proxy is revocable and the undersigned may revoke it at any time prior to
the Meeting by giving written notice of such revocation to the Secretary of the
Company. Should the undersigned be present and wish to vote in person at the
Meeting, or any adjournment thereof, the undersigned may revoke this Proxy by
giving written notice of such revocation to the Secretary of the Company on a
form provided at the Meeting.
(Continued and to be signed on reverse side)
- FOLD AND DETACH HERE -
- --------------------------------------------------------------------------------
Annual Meeting Of Stockholders
Caribiner International, Inc.
Tuesday, May 6, 1997
10:00 a.m.
The Radisson Empire Hotel
44 West 63rd Street
New York, New York
<PAGE>
Please mark [X]
your votes as
indicated in
this example
The Board of Directors recommends a vote FOR proposalS 1 and 2.
(1) Election of Directors of all nominees listed
FOR WITHHOLD
all nominees AUTHORITY
listed to the right to vote for
(Except As Marked all nominees
To The Contrary) listed to the right
Errol M. Cook; Raymond S. Ingleby; Bryan D. Langton; Sidney Lapidus; David
E. Libowitz; C. Anthony Wainwright
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below.
- ------------------------------------------------------------------------------
(2)Ratification and approval of the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending September 30, 1997.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(3) To vote, in its discretion, upon any other matters that may properly
come before the Annual Meeting or any adjournment thereof. See Other
Business in the Caribiner International, Inc. Proxy Statement.
Signature(s) Date , 1997
-------------------------------------------- -------------
Please sign your name exactly as it appears hereon. Joint accounts need
only one signature, but all accountholders should sign if possible. When signing
as an administrator, agent, corporation officer, executor, trustee, guardian or
similar position or under a power of attorney, please add your full title to
your signature. PLEASE RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
Annual Meeting Of Stockholders
Caribiner International, Inc.
Tuesday, May 6, 1997
10:00 a.m.
The Radisson Empire Hotel
44 West 63rd Street
New York, New York
CARIBINER INTERNATIONAL, INC.
<PAGE>
LETTER TO SHAREHOLDERS
I am pleased to report that fiscal 1996 was a record year for Caribiner
International. It is with pride that I share with you some key results:
. Revenue increased 83% over the previous fiscal year to $148.3 million
. Operating income increased 168% over the previous fiscal year to $13.9
million
. Net income increased 460% over the previous fiscal year to $8.0 million
. Earnings per share increased 114% over the previous fiscal year to $1.05
per share
These financial results are a reflection of the efforts of everyone within
the Caribiner International organization and further reflect the progress
we have made in pursuit of our key growth strategies. In this, our first
year as a publicly traded company, we not only strengthened existing
client relationships, but also significantly increased our customer base,
adding new clients and expanding our domestic and international
capabilities through carefully planned acquisitions and start-up
initiatives.
Success in the business communications arena requires providing clients
with the highest levels of production and creative services. For that
reason, I am pleased to report that Caribiner International continues to
attract and retain the best people in the industry. Together with our
strong management team, these individuals will support and direct our
growth and diversification plans, thus leading to the achievement of our
corporate objective:
TO BE THE PREEMINENT
BUSINESS-TO-BUSINESS COMMUNICATIONS SERVICES
COMPANY IN THE WORLD
Since this is my first official communication to stockholders, I feel it
is important to share with you my view of Caribiner International and its
position within the industry and marketplace in which we operate.
<PAGE>
2
In North America, the Caribiner brand is well-known. Caribiner
International has a strong and impressive track record. It has a rich
tradition of producing meetings and events of the highest quality, and it
enjoys considerable client loyalty. The 1996 acquisitions of Koors, Perry
& Associates, Inc., Lighthouse, Ltd. and Total Audio Visual Services
(TAVS) have further strengthened our profile and our business portfolio.
By expanding our base of offices, our acquisition and consolidation
strategy places us closer to our clients, who in turn are responding by
increasing their reliance on our services and product offerings. At the
same time, to better address our clients' increasingly sophisticated and
demanding business communications needs, we are expanding the scope of our
services and product offerings.
The traditional services which, until recently, formed the core of our
business offerings, are no longer sufficient. Accordingly, Caribiner
International's business offerings have been enlarged and enhanced and now
include meetings and events, audio visual equipment rental and sales,
learning and performance services, exhibits and displays, staging
services, design and creative services and electronic and interactive
media.
Similarly, an exclusively domestic operation, however widespread, can no
longer satisfy the increasingly global needs and expectations of many of
our corporate clients. For Caribiner, becoming an international
organization is not a response to the current business fashion; it is both
a necessity and an opportunity.
In Europe, we have initiated our growth strategy in this fragmented market
with the acquisition of London-based Spectrum Communications, one of
Europe's leading business-to-business communications services firms.
Besides adding significant new names to our client base, Spectrum also
provides Caribiner International with a strong, well-situated platform for
the expansion we seek in this region of the world.
<PAGE>
3
In Asia, the business communications services industry is also fragmented;
but because of our size, we believe we are well positioned to compete
successfully. This dynamically growing region provides considerable
opportunity for consolidation and solid growth for Caribiner
International. The opening in June 1996 of our office in Hong Kong marked
our first step in establishing a presence in this region of the world.
As we go to business in a highly competitive, global marketplace,
Caribiner International has two significant attributes that differentiate
it from its competitors:
. Our product offering is truly comprehensive, allowing clients, who are
increasingly aware that consistent messages and imagery add to the
impact and effectiveness of their communications, to consolidate and
coordinate their business communications activities.
. We are financially strong, well capitalized and well respected in the
financial community.
These factors assure our clients that we will be able to undertake any
project they require, no matter how large or complex; that we have the
resources to complete - on time and on budget - any project we undertake;
and that we will help them meet their communications objectives.
EXTRAORDINARY OPPORTUNITIES ON THE HORIZON
As business enterprises around the world continue to seek stronger
competitive positions, they are concentrating their efforts on increased
revenue, margin growth and productivity improvements. Re-engineering
initiatives that focus a company on its core competencies present
significant outsourcing opportunities for Caribiner International. When
essential but non-core activities impact a company's overhead, Caribiner
International is well-positioned to become a highly valuable business
partner - even a direct extension of a company's marketing and
communications departments. And with our growing international
<PAGE>
4
network of offices, we can support and partner with businesses around the
world.
ADDING VALUE IS THE KEY
As we move confidently into the new millennium, Caribiner International
will continue to provide value to our key constituencies:
. Our shareholders
. Our clients
. Our business partners and vendors
. Our employees
The primary indicators of our success are identical to those our clients use
themselves: unyielding focus on revenue generation, continued operating
margin improvements and diligent control of our operating expenses.
We began 1996 by preparing for our initial public offering, which provided
Caribiner International with capital to continue to build upon its position
as the only player in the business communications services industry capable
of building dominant market leadership worldwide.
We ended 1996 on a robust note, with the Caribiner brand stronger, deeper and
more widely known than ever. Our success resulted from a number of
significant accomplishments:
. A successfully completed IPO
. Four strategically important acquisitions
. Establishment of a presence in Europe
. Establishment of a presence in Asia
. A substantial increase in our client base
. Enhanced and expanded service offerings.
We believe that the momentum that was generated in fiscal 1996 has carried
over into fiscal 1997. In the first months of fiscal 1997, we have completed
the acquisitions of Blumberg Communications, Inc. and Projexions Video
Supply, which have expanded our capabilities in the areas of audiovisual
equipment rental and hotel audiovisual outsourcing. In addition, we have
<PAGE>
5
further strengthened our financial position by entering into a new $100
million credit facility in December 1996, $75 million of which can be used to
make further acquisitions, and by completing a new offering of common stock
in March 1997 that raised approximately $87 million. The proceeds from the
offering were used, in part, to repay substantially all of Caribiner's
outstanding indebtedness, and they will also be used to finance the company's
growth plans.
In the future, as has been the case in the past, our growth and success will
be driven by the needs of our clients, specifically the increasingly critical
need to communicate to their constituencies around the world in ever more
strategically focused and productive ways.
April 3, 1997
Yours sincerely,
/s/ Raymond S. Ingleby
Raymond S. Ingleby
Chairman and Chief Executive Officer
