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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of MAY, 2000
SIMPLAYER.COM LTD.
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(Translation of registrant's name into English)
P.O. Box 295
Hatzor, Israel 10352
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-__________.
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The attached ANNUAL REPORT, PROXY STATEMENT AND PROXY CARD regarding
the Company's 1999 financial results were sent by the Company on March 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIMPLAYER.COM LTD.
(Registrant)
Date: May 1, 2000 By: /s/ Yoel Givol
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Name: Yoel Givol
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
1. 1999 Annual Report 5
2. Proxy Statement 11
3. Proxy Card 22
4
EXHIBIT 1
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SIMPLAYER.COM LTD.
1999 ANNUAL REPORT TO STOCKHOLDERS
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[THIS PAGE INTENTIONALLY LEFT BLANK]
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March 31, 2000
Dear Shareholders and Friends of SimPlayer.com
We are all excited with the changes in the Company in 1999, and with our new
focus and direction as an Internet company.
In early 1999, we developed a prototype of an Internet technology, SimPlayer,
that built on our 15 years of experience in simulation technology and education,
in the complex fields of science and math. That foundation provided us with the
expertise to turn raw data into understandable, dynamic, visual and engaging
experiences. The SimPlayer technology provides Internet users with a simple way
to access constantly changing information from multiple sources on the web. We
believe SimPlayer can be used to create immersive, interactive web applications
that are among the stickiest applications on the web.
We started by developing the concepts and the tools to enable us to meet the
challenges provided by the constantly growing amount of information available on
the Internet. We believed that there might be larger opportunities outside the
educational market where this technology could be used to help people
understand, enjoy, and use information. We looked at several markets, including
education, weather, sports, advertising, politics and finance, and we developed
several prototype applications to show the capabilities of the technology.
While we were building the SimPlayer technology, we were also remaking LOGAL
into an Internet business. LOGAL was becoming an educational portal, LOGAL.net,
with very aggressive plans to increase market share. LOGAL.net was also
developing plans to expand into the home market. In April 1999, it was clear
that we had two different businesses to run, LOGAL and SimPlayer, and that both
required significant investment. The Board of Directors decided to focus on
SimPlayer and fund the SimPlayer opportunity through the sale of the educational
business.
On July 15, we sold LOGAL's educational assets and name to Riverdeep Interactive
Learning. Our key educational developers and sales people moved to Riverdeep to
help them to integrate LOGAL.net and the educational products into their
offerings. We are pleased that our loyal customers, some of whom had been using
our products for more than ten years, and our award winning products are
enjoying a successful and supportive new home.
The day after the sale was completed, a small group of the SimPlayer core
technology developers, Elaine LeBlanc, and I began SimPlayer.com, Inc., a very
early stage, public start-up, funded by proceeds of the sale.
In September 1999, a group of shareholders comprised of previous venture capital
investors, who invested in LOGAL during 1993 and 1994, decided to sell their
holdings, and their affiliates resigned from the board of directors. An
investment vehicle in which Pat McDonagh, the founder and largest shareholder of
Riverdeep, and I are significant holders, bought all of the shares from these
early venture capital investors, and gave them a partial buy-back option that
allows them an opportunity to benefit from future success of SimPlayer. Pat
McDonagh, Barry O'Callaghan and Elaine LeBlanc, joined me as the new Board of
Directors. Our first decision as a board was to focus SimPlayer on the sports
market.
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We chose the sports market because it is a large market ($324 billion) that
reaches the majority of Americans (85%). The Internet is the fastest growing
segment of the sports market and 40% of the American adult population accesses
the Internet for sports information. But most importantly, the constantly
changing data, multiple representations, visualization, interactivity,
predictions, and access from everywhere at all times, are the fundamentals of
the sports information market. SimPlayer technology is ideal for use in sports,
including professional, amateur, and fantasy sports. We are developing an
initial baseball application and plan to begin applications in other sports. We
plan to host our applications on a destination site, eSportsPlus.com, and may
also license applications to partners to be included on their sites. We have
been showing beta versions to potential customers and business partners. The
initial reactions have been very positive.
In February 2000, we raised approximately $6 million from a group of investors
in a private placement. Jonathan Ilany and Dr. Michael Anghel joined our board
of directors, bringing many years of experience from the worlds of finance and
telecommunications. The additional cash from the private placement will enable
us to accelerate our business development and product development by hiring
additional professional staff in engineering, application development, business
development, marketing, sales, and finance. We are also continuing to build a
strong management team to lead SimPlayer and face the challenges ahead. Our fast
growth also required us to move to new office locations. In the U.S., we are
relocating to Stoneham, Massachusetts. In Israel, we have relocated to Yehood.
Since my last letter to the shareholders seven months ago, the Company has made
significant progress. We are still in our early stages and will continue to
evolve our business model as we learn more about the market. We are working very
hard to keep the momentum going and to continue to build value for you, our
shareholders. This past year was a significant turning point for the Company,
and we are very excited about our new direction. We look forward to the
challenge of building our business in the Internet sports market.
Sincerely,
Yoel Givol
President and Chief Executive Officer
SimPlayer.com
THE PRECEDING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS, AMONG OTHER
MATTERS RELATING TO THE POTENTIAL OF SIMPLAYER, WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL EXPERIENCE MAY DIFFER MATERIALLY FROM THAT
DISCUSSED ABOVE. FACTORS THAT MAY CAUSE SUCH DIFFERENCE INCLUDE, BUT ARE NOT
LIMITED TO, THOSE DISCUSSED IN "CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS"
IN THE COMPANY'S FORM 20-F CONTAINED HEREIN.
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[THE COMPANY'S ANNUAL REPORT ON FORM 20-F
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
AS FILED WITH THE SEC ON MARCH 8, 2000
IS INCORPORATED HEREIN BY REFERENCE.]
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CORPORATE DIRECTORY
<TABLE><CAPTION>
BOARD OF DIRECTORS OFFICERS
- ------------------ --------
<S> <C>
Yoel Givol Yoel Givol
Chairman of the Board, President, Chief Executive President, Chief Executive Officer and Chief
Officer and Chief Financial Officer of SimPlayer.com Financial Officer; and President of SimPlayer.com,
Ltd. Inc.
Michael Anghel Elaine LeBlanc
Chairman and Chief Executive Officer of CAP Ventures, Executive Vice President of SimPlayer.com, Inc.
Ltd. Susan Underhill
Jonathan Ilany VP Sales of SimPlayer.com, Inc.
Chief Executive Officer of Angiosonics, Inc. Amir Hanel
Pat McDonagh VP Research and Development
Founder and Director of Riverdeep Interactive Learning Alon Neufield
Ltd. VP Research and Development
Barry O'Callaghan
Chief Executive Officer of Riverdeep Interactive
Learning Ltd.
Elaine LeBlanc
Executive Vice President of SimPlayer.com, Inc.
CORPORATE HEADQUARTERS U.S. SUBSIDIARIES
SimPlayer.com Ltd. Xlog, Inc.
2 Mohaliver Street SimPlayer.com, Inc.
Yehood, Israel 56207 eSportsPlus.com, Inc.
Phone 972-6-693-8880 91 Montvale Avenue
Stoneham, MA 02180
Phone (781) 481-9120
GENERAL COUNSEL AUDITORS
Kleinhendler & Halevy Kost, Forer & Gabbay,
30 Kalisher Street a member firm of Ernst & Young International
Tel Aviv 65257 Israel 2 Kremenetski Street
Tel Aviv 67899 Israel
U.S. COUNSEL TRANSFER AGENT
Testa, Hurwitz & Thibeault, LLP American Stock Transfer & Trust Company
125 High Street 40 Wall Street
Boston, MA 02110 New York, NY 10005
STOCK TRADING INFORMATION ANNUAL MEETING
SimPlayer is listed on The Nasdaq SmallCap The Annual Meeting of Stockholders of SimPlayer will be
Market (symbol: SMPL). held on April 24, 2000, 11:00 a.m., at the offices of
Testa, Hurwitz & Thibeault, LLP, 125 High Street,
Boston, MA 02110
SEC FORM 20-F
Stockholders wishing a copy of the SimPlayer Annual Report on Form 20-F with all
exhibits may receive one by contacting Yoel Givol, SimPlayer, Stoneham, MA,
phone (781) 481-9120, fax (781) 481-9121, or Nitzan Hirsch-Falk, Kleinhendler &
Halevy, 30 Kalisher Street, Tel Aviv, Israel, phone 972-54-510-760, fax
972-3-510-7528.
</TABLE>
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EXHIBIT 2
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SIMPLAYER.COM LTD.
SIMPLAYER.COM LTD.
2 MOHALIVER STREET
YEHOOD, ISRAEL 56207
March 31, 2000
To Our Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend
the 2000 Annual General Meeting of the Shareholders of SimPlayer.com Ltd. The
meeting will be held at 11:00 A.M., local time, on Monday, April 24, 2000, at
the offices of Testa, Hurwitz & Thibeault, LLP, High Street Tower, 125 High
Street, 22nd Floor, Boston, Massachusetts, U.S.A.
We are gratified by your interest in SimPlayer and are pleased that you
are part of our family of shareholders. We hope that you will be able to attend
the meeting.
The matters expected to be acted upon at the meeting are described in
the attached Proxy Statement. During the meeting, shareholders who are present
at the meeting will have the opportunity to ask questions.
It is important that your views be represented whether or not you are
able to be present at the meeting. Please sign and date the enclosed proxy card
and promptly return it to us in the postpaid envelope.
Sincerely,
/s/ Yoel Givol
Yoel Givol
President, Chief Executive Officer
and Director
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SIMPLAYER.COM LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, APRIL 24, 2000
To the Shareholders of SIMPLAYER.COM LTD.:
The Annual General Meeting of SimPlayer.com Ltd. (the "Company") is to be held
at the offices of Testa, Hurwitz & Thibeault, LLP, High Street Tower, 125 High
Street, 22nd Floor, Boston, Massachusetts, U.S.A., on Monday, April 24, 2000, at
11:00 A.M., local time, for the following purposes:
1. To elect directors;
2. To approve the grant of options to purchase an aggregate of 390,000
Ordinary Shares of the Company to certain of the Company's current
directors and members of its management team;
3. To ratify the Loan Agreement by and between the Company and Yoel Givol
dated as of January 31, 2000, adopted by the Company's Board of Directors
and Audit Committee;
4. To approve certain amendments to the Company's 1995 International Employee
Stock Plan, including an amendment increasing the number of Ordinary Shares
of the Company available for issuance pursuant to that plan from 1,910,298
to 3,089,702:
5. To approve and adopt the Company's 2000 Employee Stock Purchase Plan;
6. To ratify the appointment of Kost, Forer & Gabbay as the Company's
independent auditors for the year ending December 31, 2000 and authorize
the Board of Directors to fix their compensation;
7. To receive, consider and approve the Auditor's Report, the Directors'
Report and the Consolidated Financial Statements of the Company for the
year ended December 31, 1999; and
8. To vote upon such other business as may lawfully come before the meeting or
at any adjournment thereof.
The accompanying proxy statement contains further information with
respect to these matters. Shareholders of record at the close of business on
April 3, 2000 are entitled to receive notice of and to vote at the meeting or
any adjournment thereof.
By order of the Board of Directors
/s/ Yoel Givol
Yoel Givol
President, Chief Executive Officer and Director
March 31, 2000
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY PROMPTLY IN ORDER THAT YOUR SHARES MAY BE VOTED. A RETURN
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
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SIMPLAYER.COM LTD.
2 MOHALIVER STREET,
YEHOOD, ISRAEL 56207
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held on Monday, April 24, 2000
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This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of SimPlayer.com Ltd. (the "Company") of proxies in
the form enclosed to be voted at its Annual General Meeting of Shareholders (the
"Meeting") to be held at the offices of Testa, Hurwitz & Thibeault, LLP, High
Street Tower, 125 High Street, 22nd Floor, Boston, Massachusetts, U.S.A. on
Monday, April 24, 2000, at 11:00 A.M., and at any postponements or adjournments
thereof.
Only shareholders of record as of the close of business on April 3,
2000 are entitled to notice of, and to vote at, the Meeting and any
postponements or adjournments thereto. As of March 24, 2000, the Company had
outstanding 9,026,572 Ordinary Shares, par value NIS 0.01 per share (the
"Ordinary Shares"). Each share is entitled to one vote.
Each form of proxy which is properly executed and returned to the
Company will be voted in the manner directed by the shareholder executing it or,
if no directions are given, will be voted (i) for the election of the specified
nominees as directors; (ii) to approve the grant of options to purchase an
aggregate of 390,000 Ordinary Shares of the Company to certain of the Company's
directors and members of its management team; (iii) to ratify the Loan Agreement
between the Company and Yoel Givol dated as of January 31, 2000; (iv) to approve
the proposed amendments to the Company's 1995 International Stock Option Plan;
(v) to approve and adopt the Company's new employee stock purchase plan; (vi) to
ratify the appointment of Kost, Forer & Gabbay as the Company's independent
auditors; (vii) to approve the Auditor's Report, the Directors' Report and the
Consolidated Financial Statements of the Company for the year ended December 31,
1999; and (viii) in accordance with the judgment of the persons named in the
proxy upon such other business as may lawfully come before the meeting or at any
adjournment thereof.
The Company's Annual Report for the fiscal year ended December 31,
1999, which report is not part of this proxy solicitation, is being mailed to
shareholders herewith. It is anticipated that this Proxy Statement and the
accompanying form of proxy will be mailed to shareholders on or about March 31,
2000.
The Company's mailing address is 2 Mohaliver Street, Yehood, Israel
56207, and its telephone numbers are 972-6-693-8880 in Israel, and (781)
481-9120 in the U.S.
Any shareholder who executes and delivers a proxy may revoke it at any
time prior to its use by delivery of a written notice of such revocation, or a
duly executed proxy bearing a later date, to the Secretary of the Company at the
address of the Company set forth above, or by appearing at the Meeting and
requesting the return of the proxy, or by voting at the Meeting. In accordance
with the provisions of the Company's Articles of Association, all proxies must
be received by the Company's transfer agent or at the registered office of the
Company at least 48 hours prior to the Meeting to be validly included in the
tally of Ordinary Shares voted at the Meeting.
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Each of the resolutions presented at the Meeting will require approval
by the holders of a majority of the votes present in person or by proxy and
voting thereon.
PRINCIPAL SHAREHOLDERS
To the Company's knowledge, (A) the Company is not directly or indirectly
owned or controlled (i) by another corporation or (ii) by any foreign government
and (B) there are no arrangements, the operation of which may at a subsequent
date result in a change in control of SimPlayer. The following table sets forth,
as of March 20, 2000, the number of our Ordinary Shares, which constitute our
only voting securities, beneficially owned by (i) all shareholders known to us
to own more than 10% of our outstanding ordinary shares, and (ii) all of our
directors and executive officers as a group.
PERCENT OF
NAME AMOUNT-OWNED CLASS (1)
- ------------------------------------------------ ------------- ------------
EVISIONLLC.COM, LLC (2) 2,387,919 26.5%
Yoel Givol (3) 3,576,521 39.7
Pat McDonagh (4) 2,387,919 26.5
- ------------------------------------------------ ------------- ------------
All directors and executive officers as group 4,217,770 46.8%
(8 persons) (5)
- ------------------------------------------------ ------------- ------------
1. Applicable percentage of ownership is based upon 9,011,572 Ordinary Shares
outstanding as of March 20, 2000. Beneficial ownership is determined in
accordance with the rules of the Commission, and includes voting and
investment power with respect to shares. Ordinary Shares subject to options
currently exercisable or exercisable within 60 days after March 20, 2000
are deemed outstanding for computing the percentage ownership of the person
holding such options, but are not deemed outstanding for computing the
percentage of any other person.
2. EVISIONLLC.COM, LLC ("E-Vision") has as its members the following entities,
each of which owns an equal interest in E-Vision: NILETT LLC, MARIN.COM
LLC, SABLINE LLC, SHG.COM LLC, GOG LLC and ECO LLC. Yoel Givol, SimPlayer's
Chief Executive Officer and a director, is the managing member of SHG.COM
LLC, and members of Mr. Givol's family are members of GOG LLC and ECO LLC.
Mr. Givol disclaims beneficial ownership of any interest not directly held
by him. Pat McDonagh, a director, is a member of NILETT LLC, and a trust
for the benefit of members of Mr. McDonagh's family is a member of SABLINE
LLC. Mr. McDonagh disclaims beneficial ownership of any interest not
directly held by him.
3. Consists of 3,576,521Ordinary Shares beneficially held by Mr. Givol, of
which (a) 10,000 and 9,429 such Ordinary Shares are held by Mr. Givol's
daughter and wife, respectively, and (b) 2,387,919 shares are held by
E-Vision (See Note 2 above), and (c) 880,000 shares are held by Givol and
Associates L.P., a limited partnership with Mr. Givol, his wife and son, of
which Mr. Givol is the general partner. Mr. Givol disclaims beneficial
ownership of any interest not directly held by him.
4. Consists of Ordinary Shares held by E-Vision, as to which Mr. McDonagh
disclaims beneficial ownership (see Note 2 above).
5. Consists of (a) 329,577 Ordinary Shares which may be purchased pursuant to
options exercisable within sixty days of March 20, 2000; (b) 432,845
Ordinary Shares held by directors and executive officers of SimPlayer; and
(c) 3,455,348 Ordinary Shares for which certain directors may be deemed to
share the power to vote or dispose of, but as to which such directors
disclaim beneficial ownership, of which: (i) 2,387,919 Ordinary Shares are
held by E-Vision; (ii) 10,000 and 9,429 Ordinary Shares are held by
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Mr. Givol's daughter and wife, respectively; (iii) 880,000 Ordinary Shares
are held by Givol and Associates L.P; and (iv) 168,000 Ordinary Shares held
by CAP Ventures Ltd., an entity for which Dr. Michael Anghel, one of our
directors, serves as Chairman and CEO.
I. ELECTION OF DIRECTORS
NOMINEES
The Board of Directors recommends the election of the six nominees for
director named below. All directors will hold office until the 2001 Annual
General Meeting of Shareholders and until their respective successors are
elected. Should any of the nominees not be available for election, the proxies
will be voted for a substitute nominee designated by the Board of Directors. It
is not expected that any of the nominees will be unavailable. Italics indicate
positions held with SimPlayer.com, Inc., our U.S. subsidiary.
NAME AGE POSITION
---- --- --------
Yoel Givol 46 President, Chief Executive Officer,
Acting Chief Financial Officer and
Director and PRESIDENT
Michael Anghel 2 61 Director
Jonathan Ilany 1, 2 46 Director
Elaine LeBlanc 44 Director and EXECUTIVE VICE PRESIDENT
Pat McDonagh 1, 2 48 Director
Barry O'Callaghan 1, 2 30 Director
1 Member of Audit Committee
2 Member of Compensation Committee
YOEL GIVOL co-founded the Company in 1985, served as President and
Chief Executive Officer since 1991, as a director since 1993, as acting Chief
Financial Officer since November 1999, and President of our U.S. subsidiary
since its founding in 1999.
DR. MICHAEL ANGHEL joined SimPlayer as a director in February 2000 in
connection with our private placement financing. Dr. Anghel had also served as
director from July 1993 through May 1999. Dr. Anghel currently serves as the
Chairman and CEO of CAP Ventures Ltd., an investment company which he founded in
1999. Prior to that Dr. Anghel served for twenty years in various roles in
Israel's Discount Investment Co., an investment company. Dr. Anghel currently
serves as a director of Orbotec Corp., a publicly traded manufacturer of
automated optical inspection equipment for printed circuits.
JONATHAN ILANY joined SimPlayer as a director in February 2000. Since
1996, Mr. Ilany has served as the Chief Executive Officer and President of
Angiosonics Inc., a privately-held medical devices company.
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From 1995 to date, Mr. Ilany invested in public and private companies. From 1982
to 1995, Mr. Ilany held a variety of positions at Bear Sterns and Companies
Inc., including serving as a member of its Board of Directors from 1989 to 1995.
ELAINE R. LEBLANC joined SimPlayer as a director in October 1999 and
has served as Executive Vice President of the U.S. subsidiary since January
2000. From July 1997 until she joined SimPlayer full-time, Ms. LeBlanc worked as
an independent consultant, affiliated with Gamut Marketing Group. She began
providing consulting services to SimPlayer in March 1999. From November 1996 to
July 1997, Ms. LeBlanc was Vice President and General Manager of the Boston
division of Inso Corporation. From December 1990 to May 1996, Ms. LeBlanc was
Senior Vice President at Aimtech Corporation, a developer of multimedia tools
for CD-ROM and the Internet. Prior to that she held senior marketing positions
at The Softbridge Group and Layered, Inc., a company she co-founded. Elaine
holds a bachelor's degree from Middlebury College.
PAT MCDONAGH joined SimPlayer as a director in October 1999. Mr.
McDonagh is a private investor. Mr. McDonagh is the founder of Riverdeep
Interactive Learning Ltd., and was Chairman from December 1995 to January 2000
and Chief Executive Officer from December 1995 through April of 1999. Mr.
McDonagh continues to serve as a member of Riverdeep's board of directors.
Riverdeep is a publicly traded developer of educational software products for
grades K-12, and recently purchased SimPlayer's education-related assets. Prior
to founding Riverdeep, Mr. McDonagh founded and was the Chairman of SmartForce
plc, formerly known as CBT Group, a publicly traded supplier of computer-based
training, and remains a director of SmartForce.
BARRY O'CALLAGHAN joined SimPlayer as a director in October 1999. Since
April 1999, he has served as Chief Executive Officer of Riverdeep Interactive
Learning Ltd. Riverdeep is the developer of educational software products for
grades K-12, and recently purchased SimPlayer's education-related assets. From
1997 to 1999 Mr. O'Callaghan was Director of the Equity Capital Markets division
of Credit Suisse First Boston. Prior to 1997, Mr. O'Callaghan worked with Smith
Barney and Morgan Stanley in New York, London and Hong Kong in their global
equity capital markets divisions. Mr. O'Callaghan is a law graduate of Trinity
College in Dublin, Ireland.
Directors of the Company are elected at the annual shareholders'
meeting to serve until the next annual meeting of the shareholders of the
Company and until their respective successors are elected and qualified. The
Company's Articles of Association provide that the Directors may appoint
additional Directors (whether to fill a vacancy or to expand the Board).
Officers of the Company serve at the discretion of the Board or until their
successors are appointed.
The affirmative vote of the holders of a majority of the Ordinary
Shares represented at the Meeting in person or by proxy and voting thereon will
be necessary for the election of each nominee for director.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE.
The Articles of Association of the Company provide, as is allowed by
Israeli law, that any director may, by written notice to the Company, appoint
another person to serve as an alternate director (subject to the approval of the
directors) and may cancel such appointment. Any alternate director shall have
the number of votes equivalent to the number of directors who appointed him. The
term of appointment of an alternate director may be for one meeting of the Board
of Directors, or for a specified period, or until notice is given of the
termination of the specified period, or of the appointment. Any person, whether
or not already a director, may act as an alternate, and the same person may act
as the alternate for several directors and have a corresponding number of votes.
No director currently intends to appoint any other person as an alternate
director.
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The Israeli Companies Law provides that directors and officers owe a
duty of care and skill, as well as a fiduciary duty of loyalty and good faith,
to their company. In addition, directors and officers are required to disclose
any personal interest in a transaction (or proposed transaction) of the company
to the Board of Directors and the approval of the Board of Directors is a
precondition to the validity of the transaction. If the transaction is an
extraordinary transaction (that is, a transaction other than in the ordinary
course of business, otherwise than on market terms, or likely to have a material
impact on the company's profitability, assets or liabilities), the director or
officer must also disclose any personal interest held by any of his/her
relatives. Terms of employment of directors require the approval of the Board of
Directors and the General Meeting of the Company. Terms of employment of
officers who are not directors require the approval of the Board of Directors.
Jonathan Ilany, Pat McDonagh and Barry O'Callaghan currently serve on
the Audit Committee of the Board of Directors.
COMPENSATION OF DIRECTORS AND OFFICERS
During the fiscal year ended December 31, 1999, the aggregate
remuneration paid to all officers and directors of the Company as a group (9
persons) was $940,000 in salaries, directors' fees, commissions and bonuses and
$42,000 in pension, retirement and similar benefits paid to such persons. These
figures include two individuals who are no longer with SimPlayer and does not
include two officers and one director who joined the Company in January and
February of 2000.
II. APPROVAL OF GRANT OF OPTIONS TO CERTAIN DIRECTORS AND MEMBERS OF
EXECUTIVE TEAM.
The Company's Board of Directors have granted options to purchase an
aggregate of 390,000 of the Company's Ordinary Shares to Michael Anghel,
Jonathan Ilany and Barry O'Callaghan, each of whom are members of the Board of
Directors, and Elaine LeBlanc, also a director of the Company and Executive Vice
President of the Company's U.S. subsidiary, SimPlayer.com, Inc.
The option grants are as follows:
MICHAEL ANGHEL: Dr. Anghel has been granted an option to purchase
30,000 Ordinary Shares at an exercise price of US$7.56 per share. The option is
immediately exerciseable.
JONATHAN ILANY: Mr. Ilany has been granted an option to purchase 30,000
Ordinary Shares at an exercise price of US$7.56 per share. The option is
immediately exerciseable.
ELAINE LEBLANC: Ms. LeBlanc has been granted an option to purchase
180,000 Ordinary Shares at an exercise price of US$0.19 per share. The option
vests over two years. Ms. LeBlanc has also been granted an option to purchase an
additional 70,000 shares at an exercise price of US$1.03 per share. The option
vests over two years.
BARRY O'CALLAGHAN: Mr. O'Callahan has been granted an option to
purchase 80,000 Ordinary Shares at an exercise price of US$0.19 per share. The
option vests over two years.
These option grants are subject to shareholder approval at the 2000
Annual General Meeting of Shareholders. The Company believes the proposed option
grants are necessary to enable the Company to attract, retain and motivate
qualified and talented directors and managers for its SimPlayer activities.
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The affirmative vote of the holders of a majority of the Ordinary
Shares represented at the Meeting in person or by proxy and voting thereon will
be necessary to approve the option grants to the individuals named here.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE GRANT
OF OPTIONS TO MICHAEL ANGHEL, JONATHAN ILANY, ELAINE LEBLANC AND BARRY
O'CALLAGHAN.
III. RATIFICATION OF LOAN AGREEMENT WITH YOEL GIVOL.
On January 31, 2000 the Company's Board of Directors approved a loan to
Mr. Givol in the amount of $444,375. The term of the loan is 5 years and it
bears interest of Libor +1%. Mr. Givol secured the loan by 100,000 Ordinary
Shares of the Company which he owns.
The affirmative vote of the holders of a majority of the Ordinary
Shares represented at the Meeting in person or by proxy and voting thereon will
be necessary to approve the Loan Agreement with Mr. Givol.
The Board of Directors recommends a vote FOR the ratification of the
Loan Agreement with Yoel Givol.
IV. AMENDMENTS TO THE 1995 INTERNATIONAL EMPLOYEE STOCK PLAN.
The Company's 1995 International Employee Stock Plan, as amended, (the
"International Plan") provides the purchase or award of up to an aggregate of
1,539,425 Ordinary Shares , and the Company's 1995 Employee Stock Option Plan,
as amended, (the "1995 Stock Option Plan") permits the granting of options to
purchase up to an aggregate of 1,910,298 Ordinary Shares. The 1995 Stock Option
Plan and the International Plan are collectively referred to as the "Plans."
The Plans are administered by the Board or a committee appointed by the
Board (the "Compensation Committee"). The Compensation Committee (comprised of
Michael Anghel, Jonathan Ilany, Pat McDonagh and Barry O'Callaghan) has broad
discretion, subject to certain limitations (some of which are described below),
to determine the persons entitled to receive options, or rights to purchase or
share awards (in the case of the International Plan) are granted and the number
of shares subject thereto. The Plans will expire in 2005, unless terminated
earlier by the Board.
The Board of Directors has approved the following amendments to the
International Plan:.
(a) The increase in the number of Ordinary Shares of the Company
available for issuance pursuant to that plan from 1,910,298 to
3,089,702,
(b) The replacement of Section 10A with the following:
"If an ISO Optionee or a Non-Qualified Option holder
ceases to be employed by the Company and all Related
Corporations by reason of his or her death, any Option
granted by such Optionee under this Plan shall
immediately become fully vested and may be exercised by
his or her estate, personal representative or beneficiary
who has acquired the Option by will or by the laws of
descent and distribution, until the earlier of (i) the
specified expiration date of the Option; or (ii) six
months from the date of the Optionee's death."
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(c) In Section 8D "80%" will be replaced with 50%. Upon such
replacement, Section 8D shall read as follows:
"Upon the sale of the Company, whether by merger, sale or
transfer of at least 50% of its capital shares, or by
sale of substantially all of its assets, then this option
shall, immediately prior to the consummation of any of
the foregoing events, become fully vested and immediately
exercisable by the Employee; provided however, that the
Board of Directors, in its sole discretion, may require
that the Employee's rights under this section shall be
conditioned on approval by shareholders of the Company in
accordance with Section 280(G)(b)(5)(B) of the Code of
regulations thereunder".
As of February 28, 2000, the Company had granted options to purchase an
aggregate of 1,594,321 Ordinary Shares, of which 277,692 were granted pursuant
to the 1995 Stock Option Plan and 1,316,629 pursuant to the International Plan,
of which grants for 424,859 shares are subject to shareholder approval of the
amendments described in this Item 4. Of the 1,594,321 options granted, options
to purchase 998,228 Ordinary Shares have been granted to executive officers and
directors as a group (8 persons). All the options were granted at exercise
prices ranging from NIS 0.01 to $7.56 and expire at various times through
October 2002. No awards of Ordinary Shares have been granted under the Plans.
The Plans are intended to enhance the Company's ability to attract,
motivate and retain key employees. Currently, no Ordinary Shares are available
for issuances pursuant to the Plans. In February 2000, the Board of Directors
voted to amend the International Plan such that it would be increased from
1,539,425 to 3,089,702 Ordinary Shares, in the aggregate.
These amendments are subject to shareholder approval at the 2000 Annual
General Meeting of Shareholders. The Company believes the proposed amendments
are especially necessary in order to enable the Company to attract and motivate
qualified and talented employees for its SimPlayer activities.
The affirmative vote of the holders of a majority of the Ordinary
Shares represented at the Meeting in person or by proxy and voting thereon will
be necessary to approve the amendments of the International Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AFORESAID
AMENDMENTS TO THE INTERNATIONAL PLAN.
V. APPROVAL AND ADOPTION OF THE COMPANY'S NEW EMPLOYEE STOCK PURCHASE
PLAN.
In March 2000, the Board of Directors approved an Employee Stock
Purchase Plan (the "ESPP") under which employees may purchase the Company's
Ordinary Shares at a discount from fair market value. The ESPP is intended to
encourage stock ownership by all eligible employees of the Company and its
participating subsidiaries so that such employees may share in the growth of the
Company by acquiring or increasing their proprietary interest in the Company.
The ESPP is also designed to encourage eligible employees to remain in the
employ of the Company and its participating subsidiaries.
There are 1,000,000 Ordinary Shares reserved for issuance under the
ESPP. The ESPP is intended to qualify as an employee stock purchase plan within
the meaning of Section 423 of the Code. Rights to purchase Ordinary Shares under
the ESPP are granted at the discretion of the Compensation Committee, which
determines the frequency and duration of individual offerings under the Plan and
the dates when stock may purchased. Eligible employees participate voluntarily
and may withdraw from any offering at any time
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before stock is purchased. Participation terminates automatically upon
termination of employment. The purchase price per share of Common Stock in an
offering is 85% of the lesser of its fair market value at the beginning of the
offering period or on the applicable exercise date and may be paid through
payroll deductions, periodic lump sum payments or a combination of both. The
ESPP will terminate in ten years from the date of its approval by shareholders.
Adoption of the ESPP is subject to shareholder approval at the 2000
Annual General Meeting of Shareholders. The Company believes the proposed ESPP
is especially necessary in order to enable the Company to attract, retain and
motivate qualified and talented employees for its SimPlayer activities.
The affirmative vote of the holders of a majority of the Ordinary
Shares represented at the Meeting in person or by proxy and voting thereon will
be necessary to approve the adoption of the ESPP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL AND ADOPTION OF
THE NEW EMPLOYEE STOCK PURCHASE PLAN.
VI. APPOINTMENT OF INDEPENDENT AUDITORS
Kost, Forer & Gabbay, Certified Public Accountants (Israel), and a
member of Ernst & Young International, have been reappointed by the Board of
Directors of the Company as auditors of the Company for the fiscal year ending
December 31, 2000, and their remuneration shall be fixed by the Board of
Directors according to the volume and nature of their services. They have no
relationship with the Company or with any affiliate of the Company except as
auditors.
The affirmative vote of the holders of a majority of the Ordinary
Shares represented at the Meeting and voting thereon will be necessary for
shareholder approval of the reappointment of Kost, Forer & Gabbay as independent
auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE REAPPOINTMENT OF KOST, FORER & GABBAY AS AUDITORS OF THE
COMPANY AND THE AUTHORIZATION OF THE BOARD OF DIRECTORS TO FIX SAID AUDITORS'
COMPENSATION.
VII. APPROVAL OF AUDITORS REPORT, DIRECTORS' REPORT AND FINANCIAL STATEMENTS
At the meeting, the Auditor's Report, the Directors' Report and the
Consolidated Financial Statements of the Company for the year ended December 31,
1999, will be presented. The affirmative vote of the holders of a majority of
the Ordinary Shares represented at the Meeting in person or by proxy and voting
thereon will be necessary for shareholder approval of the Auditor's Report, the
Directors' Report and the Consolidated Financial Statements of the Company for
the year ended December 31, 1999.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
APPROVAL OF THE AUDITOR'S REPORT, DIRECTORS' REPORT AND THE CONSOLIDATED
FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 1999.
VIII. OTHER BUSINESS
Management knows of no other business to be transacted at the Meeting;
but, if any other matters are properly presented to the Meeting, the persons
named in the enclosed form of proxy will vote upon such matters in accordance
with their best judgment.
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IX. EXPENSES
All expenses in connection with this solicitation will be borne by the
Company. In addition to solicitation by mail, officers and regular employees of
the Company may solicit proxies by personal interview, and by telephone and
telegraph, and may request brokers holding stock in their names, or the names of
nominees, to forward proxy soliciting material to the beneficial owners of such
stock, and will reimburse such brokers for their reasonable expenses.
By Order of the Board of Directors
/s/ Yoel Givol
Yoel Givol,
President, Chief Executive Officer
and Director
Dated: March 31, 2000
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EXHIBIT 3
---------
SIMPLAYER.COM LTD.
2 MOHALIVER STREET, YEHOOD, ISRAEL 56207
PROXY FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
APRIL 24, 2000
The undersigned hereby appoints Yoel Givol and Elaine LeBlanc, and each
of them singly, proxies for the undersigned, with full power of attorney and
power of substitution, to vote all Ordinary Shares which the undersigned is
entitled to vote at the Annual General Meeting of Shareholders (the "Meeting")
of SimPlayer.com Ltd. (the "Company") to be held on Friday, April 24, 2000, at
11:00 a.m., local time, at the offices of Testa, Hurwitz & Thibeault, LLP, High
Street Tower, 125 High Street, 22nd Floor, Boston, Massachusetts, U.S.A., and at
any adjournment thereof, upon the matters set forth in the Notice of Annual
General Meeting of Shareholders and accompanying Proxy Statement, each dated
March 31, 2000, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS SPECIFIED OR, WHERE NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE
ELECTION OF ALL NOMINEE DIRECTORS AND FOR THE PROPOSALS IN ITEMS 2, 3, 4, 5, 6
AND 7. A VOTE TO TRANSACT SUCH OTHER BUSINESS AS MAY BE PROPERLY TAKEN UNDER
ITEM 8 WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS HEREINBEFORE
NAMED AS ATTORNEYS, UNLESS "NO" IS ELECTED UNDER ITEM 8 ON THE REVERSE.
SHAREHOLDERS WHO ATTEND THE ANNUAL GENERAL MEETING OF SHAREHOLDERS MAY VOTE IN
PERSON EVEN THOUGH THEY HAVE PREVIOUSLY MAILED THIS PROXY. PLEASE DATE, SIGN AND
RETURN THIS PROXY PROMPTLY IN THE ENCLOSED PRE-PAID, PRE-ADDRESSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL GENERAL MEETING OF SHAREHOLDERS
SIMPLAYER.COM LTD.
APRIL 24, 2000
Please Detach and Mail in the Envelope Provided
<TABLE><CAPTION>
<S> <C>
[X] PLEASE MARK
YOUR VOTES AS
IN THIS EXAMPLE
FOR ALL WITHHOLD
EXCEPT FOR ALL FOR AGAINST ABSTAIN
1. TO [ ] [ ] NOMINEES: Michael Anghel 2. TO APPROVE THE GRANT OF [ ] [ ] [ ]
ELECT A Yoel Givol OPTIONS TO PURCHASE AN AGGREGATE OF
BOARD OF Jonathan Ilany 390,000 ORDINARY SHARES OF THE
DIRECTORS Elaine LeBlanc COMPANY TO CERTAIN OF THE COMPANY'S
FOR THE Pat McDonagh CURRENT DIRECTORS AND MEMBERS OF ITS
ENSUING Barry O'Callaghan MANAGEMENT TEAM.
YEAR.
3. TO RATIFY THE LOAN AGREEMENT [ ] [ ] [ ]
BY AND BETWEEN THE COMPANY AND YOEL
GIVOL DATED AS OF JANUARY 31, 2000.
(INSTRUCTIONS: TO GIVE AUTHORITY TO 4. TO APPROVE CERTAIN AMENDMENTS [ ] [ ] [ ]
VOTE FOR ALL NOMINEES, MARK THE "FOR TO THE COMPANY'S 1995 INTERNATIONAL
ALL EXCEPT" BOX BUT DO NOT STRIKE A EMPLOYEE STOCK PLAN, INCLUDING AN
LINE THROUGH ANY NOMINEE'S NAME IN AMENDMENT INCREASING THE NUMBER OF
THE LIST AT RIGHT. TO WITHHOLD ORDINARY SHARES OF THE COMPANY
AUTHORITY TO VOTE FOR ANY INDIVIDUAL AVAILABLE FOR ISSUANCE PURSUANT TO
NOMINEE, MARK THE "FOR ALL EXCEPT" THAT PLAN FROM 1,910,298 TO 3,089,702.
BOX AND STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST AT RIGHT.) 5. TO APPROVE AND ADOPT THE [ ] [ ] [ ]
COMPANY'S 2000 EMPLOYEE STOCK
PURCHASE PLAN.
6. TO RATIFY THE APPOINTMENT OF KOST, [ ] [ ] [ ]
FORER & GABBAY AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2000 AND
AUTHORIZE THE BOARD OF DIRECTORS TO
FIX THEIR COMPENSATION.
PRINT NAME:________________________________________________
SIGNATURE(S): 7. TO RECEIVE, CONSIDER AND APPROVE THE [ ] [ ] [ ]
---------------------------------------------- AUDITOR'S REPORT, THE DIRECTORS'
DATED: , 2000 REPORT AND THE CONSOLIDATED FINANCIAL
-------------------------------------- STATEMENTS OF THE COMPANY FOR THE
YEAR ENDED DECEMBER 31, 1999.
IMPORTANT: PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR
NAME(S) APPEAR(S) HEREON. IF STOCK IS HELD JOINTLY, EACH 8. TO VOTE UPON SUCH OTHER [ ] [ ] [ ]
OWNER SHOULD SIGN. IF SIGNING AS ATTORNEY, EXECUTOR, BUSINESS AS MAY LAWFULLY COME BEFORE
ADMINISTRATOR, TRUSTEE, GUARDIAN OR OTHER FIDUCIARY PLEASE THE MEETING OR AT ANY ADJOURNMENT
GIVE YOUR FULL TITLE AS SUCH. THEREOF.
</TABLE>
