<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, For Use of the
|_| Definitive Proxy Statement Commission Only (as permitted by
|_| Definitive Additional Materials Rule 14a-6(e)(2))
|_| 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)(1) 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 its 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.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
PRELIMINARY COPY
[LOGO]
CARIBINER INTERNATIONAL, INC.
January __, 1998
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 Essex House, 160 Central Park South, New York, New York on February
27, 1998 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 (i) elect directors, (ii)
approve an increase in the number of shares available for grant under the
Company's 1996 Stock Option Plan from 728,000 shares of Common Stock to
2,428,000 shares of Common Stock, (iii) adopt an amendment to the Company's
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 40,000,000 to 100,000,000, and (iv) 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, 1997 and a copy of
my letter to stockholders which provides an overview of the Company's activity
during fiscal 1997. We look forward to seeing you at the Annual Meeting.
Very truly yours,
/s/ Raymond S. Ingleby
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 FEBRUARY 27, 1998
------------------
The Annual Meeting of Stockholders of Caribiner International, Inc., a
Delaware corporation (the 'Company'), will be held at The Essex House, 160
Central Park South, New York, New York, on Friday, February 27, 1998, 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 increase the number of
shares of common stock, par value $0.01 per share (the 'Common Stock')
available for grant under the Company's 1996 Stock Option Plan from 728,000
shares of Common Stock to 2,428,000 shares of Common Stock;
3. To consider and act upon a proposal to adopt an amendment to the
Company's Restated Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 40,000,000 to 100,000,000;
4. 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, 1998; and
5. 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 January 5, 1998, 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
/s/ Harold E. Schwartz
Harold E. Schwartz
Secretary
January __, 1998
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>
PRELIMINARY COPY
CARIBINER INTERNATIONAL, INC.
16 WEST 61ST STREET
NEW YORK, NEW YORK 10023
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 27, 1998
------------------------
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 Essex House, 160 Central Park South, New York, New York, on
Friday, February 27, 1998, 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 January __, 1998.
Holders of record of common stock, par value $0.01 per share (the 'Common
Stock'), of the Company at the close of business on January 5, 1998 (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,
____________ 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 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 an increase in the number of shares available for grant under the
Company's 1996 Stock Option Plan (the 'Option Plan') from 728,000 shares of
Common Stock to 2,428,000 shares of Common Stock, (iii) to adopt an amendment to
the Company's Restated Certificate of Incorporation (the 'Certificate') to
increase the number of authorized shares of Common Stock from 40,000,000 to
100,000,000, (iv) 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, 1998, and (v) 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 nominees
receiving a plurality of the votes cast at the Annual Meeting for the election
of directors will be elected as directors. The affirmative vote of a majority of
the outstanding shares of Common Stock of the Company is required to adopt an
amendment to the Certificate to increase the Company's number of authorized
shares of Common Stock from 40,000,000 to 100,000,000. 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:
<PAGE>
1. Approve an increase in the number of shares available for grant
under the Option Plan from 728,000 shares of Common Stock to 2,428,000
shares of Common Stock;
2. Approve and ratify the appointment of Ernst & Young as the
Company's independent auditors for the fiscal year ending September 30,
1998; and
3. Transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will have no effect on the outcome of such
election. With regard to (i) the approval of an increase in the number of shares
of Common Stock available for grant under the Option Plan, (ii) the adoption of
the amendment to the Company's Certificate and (iii) the approval and
ratification of the appointment of Ernst & Young, votes may be cast for or
against, or abstentions may be specified. Since the proposal to adopt the
amendment to the Company's Certificate requires the approval of a majority of
the outstanding shares of Common Stock, abstentions will have the same effect as
a vote against such proposal. Likewise, since the proposals to approve an
increase in the number of shares of Common Stock available for grant under the
Option Plan and to approve and ratify the appointment of Ernst & Young require
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 proposals. 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 proposals to approve
an increase in the number of shares of Common Stock available for grant under
the Option Plan, and to approve and ratify the appointment of Ernst & Young.
Broker non-votes will have the same effect as votes against the proposal to
adopt an amendment to the Company's Certificate. 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>
PROPOSAL 1
ELECTION OF DIRECTORS
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
- ---------------------- --- -----------------------------------------------------------------------------
<S> <C> <C>
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 58 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 61 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 60 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, Knoll, Inc., Grubb & Ellis 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 Managing Director 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 TV Filme, Inc., as well as certain privately held companies.
C. Anthony Wainwright 64 Mr. Wainwright has been a director of the Company since March, 1997. Mr.
Wainwright has served as Vice Chairman of McKinney & Silver, a privately-held
advertising agency, since April, 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. 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') currently has the right to designate up to
two 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 held 12 meetings during fiscal 1997.
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 Option Plan. During the Company's last completed
fiscal year Errol M. Cook served as Chairman of the Compensation Committee and
Bryan D. Langton, David E. Libowitz and, upon his appointment as a director, C.
Anthony Wainwright served as members of the Compensation Committee. The
Compensation Committee held two meetings during fiscal 1997.
The Audit Committee of the Board of Directors recommends the appointment of
auditors and oversees the accounting and audit functions of the Company. During
the Company's last completed fiscal year Bryan D. Langton served as Chairman of
the Audit Committee and, upon his appointment as a director, C. Anthony
Wainwright served as a member of the Audit Committee. The Audit Committee held
four meetings during fiscal 1997.
None of the members of the Board of Directors failed during fiscal 1997 to
attend at least 75 percent of the aggregate of: (1) the total number of meetings
of the Board of Directors held during the period for which he was a director;
and (2) the total number of meetings held by all committees of the Board of
Directors on which he served during the periods that he served.
COMPENSATION OF DIRECTORS
Directors who are not employees or officers of the Company receive cash
compensation of $12,500 per annum payable quarterly. In addition, non-employee
directors receive $1,000 for each meeting of the Board or a committee of the
Board that they attend in person and $750 for each meeting of the Board or a
committee of the Board that they attend telephonically. Also, the Chairman of
each committee of the Board receives $1,500 per annum for his service in such
capacity. Directors affiliated with Warburg have waived their 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 their 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 30,000 shares (of which 2,076 shares have been issued), subject to adjustment
to prevent dilution or expansion of rights.
In January, 1997, in view of the acquisition and rapid growth of the
Company's Total Audio Visual Services ('TAVS') division, the Board asked Mr.
Langton to act in a non-executive oversight capacity to TAVS. The Board approved
the payment to Mr. Langton of $35,000 per annum (payable quarterly in arrears)
for his services in such capacity, until it determines that such oversight
function is no longer necessary.
4
<PAGE>
EXECUTIVE OFFICERS
Set forth below is the name and business experience of each of the
executive officers of the Company as of the Record Date, to the extent not
provided above.
Richard H. Vent
Age: 56
Mr. Vent has been President and Chief Operating Officer of the Company
since September, 1997. Prior to joining the Company, Mr. Vent was a partner in
New Century Equity Corporation, a buy-out fund serving corporate and
institutional pension funds from 1995 to 1997. Prior thereto, Mr. Vent served as
President of ARAMARK's leisure and international businesses from 1985 to 1995,
where he was responsible for ARAMARK's international food service operations in
13 countries, as well as its domestic leisure operation, including hotel
services and concessions.
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.
Mark M. Cohen
Age: 50
Mr. Cohen has been Executive Vice President--Strategic Planning and
Development of the Company since July, 1997. Prior thereto, Mr. Cohen served as
Executive Vice President of the Company and President of Caribiner
Communications from November, 1995 to June, 1997. 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: 40
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.
Brian Shepherd
Age: 40
Mr. Shepherd has been Executive Vice President of the Company and President
of Caribiner Communications since July, 1997. From November, 1995 until July,
1997, Mr. Shepherd served as Executive Vice President of Strategic Planning and
International Operations of the Company. Mr. Shepherd joined the Company as Vice
President of Caribiner, Inc. and General Manager of its Atlanta office in July,
1995. Prior thereto, Mr. Shepherd was President and Chief Executive Officer of
Imagination (USA) Inc., a subsidiary of Imagination, UK, a European-based
business communications company, from December, 1992 to July, 1995.
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,
1996 and 1997, 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.
1997................................................ $399,712 $ -0- -0- $ 2,200(1)
1996................................................ 384,027 187,500 -0- 2,200(1)
1995................................................ 325,000 162,500 -0- 2,200(1)
Richard H. Vent(2)
President and Chief Operating Officer of Caribiner
International, Inc.
1997................................................ 6,250 -0- 60,000 -0-
Arthur F. Dignam
Executive Vice President and Chief Financial and
Administrative Officer of Caribiner International,
Inc.
1997................................................ 228,827 -0- -0- -0-
1996................................................ 215,851 52,000 6,000(3) -0-
1995................................................ 195,834 37,600 -0- -0-
Mark M. Cohen
Executive Vice President of Caribiner International, Inc.
1997................................................ 249,164 -0- -0- -0-
1996................................................ 227,728 41,783 6,000(3) -0-
1995................................................ 190,000 46,500 -0- -0-
Lawrence P. Golen(4)
Executive Vice President of Caribiner International, Inc.
and President of Total Audio Visual Services
1997................................................ 197,887 -0- 56,000(3) $ 14,572(5)
Brian Shepherd(6)
Executive Vice President of Caribiner International, Inc.
and President of Caribiner Communications
1997................................................ 228,827 -0- -0-
1996................................................ 220,001 48,600 6,000(3) -0-
1995................................................ 33,031 -0- -0- -0-
</TABLE>
- ------------------
(1) All Other Compensation consists of life insurance premiums paid by the
Company.
(2) Mr. Vent's employment with the Company commenced on September 22, 1997.
(3) As adjusted for the 2-for-1 stock split effected by the Company on June 20,
1997.
(4) Mr. Golen's employment with the Company commenced on October 14, 1996.
(5) All Other Compensation consists of payments made to Mr. Golen upon his
commencement of employment with the Company.
(6) Mr. Shepherd's employment with the Company commenced on July 25, 1995.
6
<PAGE>
Option Grants
The following table sets forth the grants of options with respect to Common
Stock during the year ended September 30, 1997, to the Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ----------------------------------------------------------------------------------------- VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION FOR
GRANTED TO EXERCISE OR OPTION TERM
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................ -- -- -- -- $ -- $ --
Richard H. Vent................... 60,000 (a) 14% $41.906 9/29/2007 1,581,000 4,007,244
Arthur F. Dignam.................. -- -- -- -- -- --
Mark M. Cohen..................... -- -- -- -- -- --
Brian Shepherd.................... -- -- -- -- -- --
Lawrence P. Golen................. 56,000 (b) 13% $22.375 10/14/2006 787,920 1,996,960
</TABLE>
- ------------------
(a) Such options will vest one-third on September 29, 1998, one-third on
September 29, 1999 and one-third on September 29, 2000.
(b) One-quarter of such options vested on each of October 14, 1996 and October
14, 1997. The remainder of such options will vest one-quarter on each of
October 14, 1998 and October 14, 1999, subject to the achievement of certain
performance objectives of the Company's TAVS division during each of fiscal
1998 and fiscal 1999.
7
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Ingleby,
Vent, Dignam, Cohen, Shepherd and Golen. Mr. Ingleby's employment agreement
expires on October 1, 1998. Mr. Vent's employment agreement expires on September
22, 1999. 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. Vent, 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 employment
agreement for Mr. Vent provides for an option to renew for an additional two
years at the discretion of the Company.
The annual base salary of Messrs. Ingleby, Vent, Dignam, Cohen, Shepherd
and Golen under their employment agreements currently is $400,000, $325,000,
$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. Mr. Vent's employment
agreement provides that his bonus for the Company's fiscal year ending September
30, 1998, shall not be less than $75,000. 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, Vent, 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. Each employment
agreement includes a two year non-competition and non-solicitation of clients
and employees provision. The employment agreements of Messrs. Ingleby, Dignam
and 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, Mr. Golen's and Mr. Vent's employment agreement provides for a
payment equal to one month's base salary in the event of his death.
INCENTIVE PLAN
Description of the 1996 Stock Option Plan
The Option Plan was authorized and adopted by the stockholders and the
directors of the Company effective January 1, 1996. The purpose of the Option
Plan is to encourage and enable employees of the Company and its subsidiaries to
acquire a proprietary interest in the Company through the ownership of the
Company's Common Stock. 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 currently
provides that options for an aggregate of 728,000 shares (as adjusted for the
Company's 2-for-1 stock split effected on June 20, 1997) of Common Stock shall
be available for award, subject to adjustment by the Committee (as hereinafter
defined) to prevent dilution or expansion of rights. If the proposed amendment
to the Option Plan is adopted such number of shares of Common Stock available
for grant under the Option Plan shall be increased to 2,428,000 shares of Common
Stock. 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.
8
<PAGE>
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 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.
Federal Income Tax Consequences
To Optionees
For federal income tax purposes, an optionee is not subject to tax upon the
grant of an option. If the option is a Non-Qualified Stock Option, the optionee
will generally recognize ordinary income at the time of exercise of the option
in an amount equal to the difference between the fair market value of the shares
received and the exercise price. Such optionee's basis in any shares acquired
upon such exercise will equal their fair market value on the exercise date. A
subsequent sale of shares will result in a capital gain or loss equal to the
difference between the amount realized and such basis. If the option is an
Incentive Stock Option, the optionee will generally not recognize income until
the sale of the shares. If the shares are held for the requisite holding
periods, all gain on the sale will be treated as long-term capital gain. If the
requisite holding periods are not satisfied (a 'disqualifying disposition'),
then the portion of the gain equal to the difference between the market value of
the shares at the time of exercise and the exercise price will generally be
treated as ordinary income.
9
<PAGE>
To the Company
The Company will generally be entitled to a deduction for federal income
tax purposes at the same time and in the same amount as an optionee is required
to recognize ordinary income as described above. To the extent an optionee
realizes capital gain as described above, the Company will not be entitled to
any tax deduction for federal income tax purposes. Therefore, the Company will
not be entitled to any tax deduction in connection with Incentive Stock Options
with respect to which there is no disqualifying disposition.
The Company believes that compensation attributable to options granted
under the Option Plan at a price at least equal to the fair market value of the
underlying option shares at the date of grant should be treated as
performance-based compensation and will not be subject to the limitations
contained in Section 162(m) of the Code on the deductibility of non-performance
related compensation paid to certain corporate executives in excess of $1
million in any taxable year. The Option Plan is not qualified under Section
401(a) of the Code.
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 1997, Errol M. Cook, Bryan
D. Langton, David E. Libowitz and, upon his appointment to the Board of
Directors, C. Anthony Wainwright served as members 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 and key employees
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:
o 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.'
o 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.
10
<PAGE>
o LONG-TERM INCENTIVE COMPENSATION. Long-term incentives are provided
through stock option grants under the Option Plan. See 'Incentive
Plans--Description of the 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 1997, see
the compensation and option tables in 'Executive Compensation.'
o 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 1997.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Ingleby was paid a base salary of $399,712 in fiscal 1997. Mr. Ingleby
did not receive any bonus for fiscal 1997. Mr. Ingleby did not receive a grant
of stock options in fiscal 1997 under the Option Plan. Such compensation was
determined pursuant to Mr. Ingleby's employment agreement (see 'Employment
Agreements') and the performance objectives established by the Board pursuant to
the Company's performance bonus plan for fiscal 1997.
The Compensation Committee considered Mr. Ingleby's role in the successful
completion of the Company's secondary public offering in February, 1997, the
Company's financial results for fiscal 1997, including the Company's revenue and
earnings growth, the Company's expansion into new parts of the world, 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, Messrs. Vent and Golen were the only executive officers
granted stock options during fiscal 1997. 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
Bryan D. Langton
David E. Libowitz
C. Anthony Wainwright
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 therein.
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,
1997. 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.
PERFORMANCE COMPARISON
STOCK PRICE PERFORMANCE GRAPH
[INSERT GRAPH]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
---------------------------------------------------------------------------------------------------------
3/12/96 3/96 4/96 5/96 6/96 7/96 8/96 9/96 10/96 11/96 12/96 01/97 02/97 03/97 04/97 05/97
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CARIBINER
INTERNATIONAL, INC. CWC 100 116 128 143 144 129 155 190 204 198 226 208 213 210 238 291
S & P 500 1500 100 101 102 105 105 101 103 109 112 120 118 125 126 121 128 136
RUSSELL 2000 IR20 100 102 108 112 107 98 103 108 106 110 113 115 113 107 108 120
<CAPTION>
CUMULATIVE TOTAL RETURN
--------------------------
06/97 07/97 08/97 09/97
<S> <C> <C> <C> <C>
CARIBINER
INTERNATIONAL, INC. 293 327 380 366
S & P 500 142 153 145 153
RUSSELL 2000 125 131 134 143
</TABLE>
12
<PAGE>
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 therein.
CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS
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 20% or 10% of the outstanding shares of
Common Stock, it will have the right to designate 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., 1,396,356 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.
13
<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) ............................................ 6,261,510 26.7%
466 Lexington Avenue
10th Floor
New York, New York 10017
Putnam Investments, Inc. ...................................................... 2,605,550 (3) 11.0
One Post Office Square
Boston, Massachusetts 02109
Metropolitan Life Insurance Company ........................................... 1,984,400 (4) 8.5
One Madison Avenue
New York, New York 10010
Montgomery Asset Management, L.P. ............................................. 1,566,000 (5) 6.7
101 California Street
San Francisco, California 94111
DIRECTORS AND EXECUTIVE OFFICERS
Raymond S. Ingleby ............................................................ 1,427,882 (6) 6.1
c/o Caribiner International, Inc.
16 West 61st Street
New York, New York 10023
Richard H. Vent................................................................ -- *
Arthur F. Dignam(7)............................................................ 47,796 *
Mark M. Cohen(7)............................................................... 24,616 *
Lawrence P. Golen(8)........................................................... 28,600 *
Brian Shepherd(7).............................................................. 41,222 *
Errol M. Cook(2)............................................................... 6,263,135 (9) 26.7
Bryan D. Langton(10)........................................................... 27,506 *
Sidney Lapidus(2).............................................................. 6,274,510 (11) 26.7
David E. Libowitz(2)........................................................... 6,261,510 26.7
C. Anthony Wainwright.......................................................... 570 *
All executive officers and directors as a group (11 persons)................... 7,874,327 33.5
</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, Sidney Lapidus and David E. Libowitz, 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. 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 December 8, 1997 with the Securities and
Exchange Commisssion.
(4) 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.
(5) According to Schedule 13G filed on February 14, 1997 with the Securities
and Exchange Commission.
(6) Includes 85,000 shares held of record by the Raymond and Leigh Ingleby
Foundation, Inc.
(7) Includes presently exercisable options to purchase 2,000 shares of Common
Stock at $14.438 per share, which expire in July, 2006.
(8) Includes presently exercisable options to purchase 28,000 shares of Common
Stock at $22.375 per share, which expire in October, 2006.
(9) Includes 1,625 shares owned directly by Mr. Cook.
(10) Includes presently exercisable options to purchase 18,000 shares of Common
Stock at $21.31 per share, which expire in November, 2006.
(11) Includes 13,000 shares owned directly by Mr. Lapidus.
14
<PAGE>
PROPOSAL 2
APPROVAL OF AN INCREASE IN THE NUMBER OF SHARES OF
COMMON STOCK AVAILABLE FOR GRANT UNDER THE COMPANY'S
1996 STOCK OPTION PLAN FROM 728,000 SHARES OF COMMON STOCK
TO 2,428,000 SHARES OF COMMON STOCK
At the Annual Meeting a vote will be taken on a proposal to approve an
amendment to the Company's Option Plan, to increase the number of shares of
Common Stock available for grant thereunder from the existing 728,000 shares of
Common Stock to 2,428,000 shares of Common Stock. As of the Record Date, stock
options to purchase __________ shares of Common Stock had been granted (net of
forfeitures and cancellations) to the Company's employees pursuant to the Option
Plan. The Board of Directors recommends the adoption of the proposed amendment
to the Option Plan to ensure that the Company can continue to grant stock
options to employees at levels determined appropriate by the Board of Directors
and the Compensation Committee. For a description of the material provisions of
the Option Plan reference is made to 'Incentive Plan--Description of the 1996
Stock Option Plan.'
Reference is made to Annex A to this Proxy Statement, which is incorporated
by reference herein, and sets forth the full text of the amendment to the Option
Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENT TO THE INCREASE IN THE NUMBER OF SHARES AVAILABLE UNDER THE OPTION
PLAN.
PROPOSAL 3
APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK OF THE COMPANY
The Certificate currently authorizes the issuance of 42,000,000 shares of
capital stock, of which 40,000,000 shares are shares of Common Stock and
2,000,000 shares are shares of preferred stock, $0.01 par value per share, (the
'Preferred Stock'). At January __, 1998, there were __________ shares of Common
Stock outstanding and no shares of Preferred Stock outstanding. The Board of
Directors has adopted an amendment to Article Fourth of the Certificate that,
subject to stockholder approval, will increase the authorized number of shares
of capital stock to 102,000,000, of which 100,000,000 shares would be shares of
Common Stock and 2,000,000 shares would be shares of Preferred Stock. The Board
of Directors believes that the authorization of such additional shares of Common
Stock is appropriate in order to provide added flexibility for future corporate
purposes, which may include capital and financing needs, stock distributions and
stock splits, business acquisitions, management incentive and employee benefit
plans and other general corporate purposes. The increase in the number of
authorized shares of Common Stock will permit the Board of Directors to approve
the issuance of additional shares of Common Stock if warranted without the need
for further action by stockholders to authorize such shares, subject to present
or future requirements of any stock exchange upon which the Common Stock may be
listed and applicable law. The Board of Directors believes that the availability
of such additional shares of Common Stock would enable the Company to act
promptly to take advantage of various corporate opportunities as such
opportunities arise without the delay or cost of calling a special meeting of
stockholders.
There are at present no plans or arrangements concerning the issuance of
additional shares of Common Stock or Preferred Stock, except pursuant to
outstanding stock options and director benefit plans. If any plans or
arrangements are made concerning the issuance of any such shares, holders of the
then outstanding shares of Common Stock or Preferred Stock may or may not be
given the opportunity to vote thereon, depending upon the nature of any such
transaction, the law applicable thereto, the policy of any stock exchange upon
which the shares of Common Stock may be listed at such time and the judgment of
the Board of Directors.
15
<PAGE>
None of the outstanding shares of any class of capital stock of the Company
has preemptive rights or cumulative voting rights. The proposed amendment would
not change the terms and conditions of any outstanding shares of Common Stock.
Each certificate representing shares of Common Stock outstanding immediately
prior to the effective date of the proposed amendment, if it is adopted by the
stockholders at the meeting, would remain outstanding and represent the same
number of shares of Common Stock as before such effective date.
Reference is made to Annex B to this Proxy Statement which is incorporated
by reference herein and sets forth the full text of the amendment to the
Company's Certificate.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ADOPTION OF THE PROPOSED AMENDMENT
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY.
PROPOSAL 4
APPROVAL AND RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected Ernst & Young as the
Company's independent auditors for the fiscal year ending September 30, 1998.
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 OF THE APPOINTMENT OF
ERNST & YOUNG AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 1998.
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
1999 Annual Meeting of Stockholders must be received by the Secretary of the
Company by September 30, 1998, for inclusion in the notice of meeting and proxy
statement relating to the 1999 Annual Meeting.
FORM 10-K
A copy of the Company's Annual Report on Form 10-K, as amended, for the
fiscal year ended September 30, 1997 ('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.
16
<PAGE>
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 1997.
By Order of the Board of Directors
/s/ Harold E. Schwartz
Harold E. Schwartz
Secretary
Dated: January __, 1998
New York, New York
17
<PAGE>
PRELIMINARY COPY
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 FEBRUARY 27, 1998, AND ANY ADJOURNMENT 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 February 27, 1998.
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.
Friday, February 27, 1998
10:00 a.m. EST
The Essex House
160 Central Park South
New York, New York
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 and 4.
(1) Election of Directors of all nominees listed
Errol M. Cook; Raymond S. Ingleby; Bryan D. Langton; Sidney
Lapldus; David E. Libowitz; C. Anthony Wainwright
FOR WITHHOLD
all nominees AUTHORITY
listed to the right to vote for
(Except As Marked all nominees
To The Contrary) listed to the right
/ / / /
INSTRUCTION: To withhold your vote for any individual
nominee, write that nominee's name on the
line provided below.
______________________________________________________
(2) Approval of an amendment to increase the number of shares of Common Stock
available for grant under the Company's 1998 Stock Option Plan from 728,000
shares to 2,428,000 shares.
FOR AGAINST ABSTAIN
/ / / / / /
(3) Approval of an amendment to the Company's Restated Certificate
of Incorporation to increase the number of authorized shares of
Common Stock from 40,000,000 shares to 100,000,000 shares.
FOR AGAINST ABSTAIN
/ / / / / /
(4) Ratification and approval of the appointment of Ernst & Young LLP
as the Company's Independent auditors for the fiscal year ending
September 30, 1998.
FOR AGAINST ABSTAIN
/ / / / / /
(5) 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___________, 1998
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.
Friday, February 27, 1998
10:00 a.m. EST
The Essex House
160 Central Park South
New York, New York
