<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/
FILED BY A PARTY OTHER THAN THE REGISTRANT / /
CHECK THE APPROPRIATE BOX:
/ / PRELIMINARY PROXY STATEMENT
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(e)(2))
/X/ DEFINITIVE PROXY STATEMENT
/ / DEFINITIVE ADDITIONAL MATERIALS
/ / SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-11(c) OR SECTION
240.14A-12
ON-SITE SOURCING, INC.
-------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ON-SITE SOURCING, INC.
-------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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 IT WAS DETERMINED):
------------------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
------------------------------------------------------------------------
(5) TOTAL FEE PAID:
------------------------------------------------------------------------
/ / FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.
/ / CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE
0-11(a)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER,
OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
(1) AMOUNT PREVIOUSLY PAID:
------------------------------------------------------------------------
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
------------------------------------------------------------------------
(3) FILING PARTY:
------------------------------------------------------------------------
(4) DATE FILED:
------------------------------------------------------------------------
<PAGE>
ON-SITE SOURCING, INC.
1111 NORTH 19TH STREET
SIXTH FLOOR
ARLINGTON, VIRGINIA 22209
(703) 276-1123
May 4, 2000
Dear Stockholder:
On behalf of the Board of Directors, it is my pleasure to invite you to
attend the 2000 Annual Meeting of Stockholders of On-Site Sourcing, Inc. We will
hold the Annual Meeting on June 8, 2000 at 8 a.m. eastern time in our principal
executive office, which is located at 1111 North 19th Street, Sixth Floor,
Arlington, Virginia.
Enclosed with this letter is a Notice of Annual Meeting, a Proxy Statement,
a proxy card and a return envelope, as well as our 1999 Annual Report. Both the
Notice of Annual Meeting and the Proxy Statement provide details of the business
that will be conducted at the Annual Meeting and other information about On-Site
Sourcing.
In addition to the formal items of business to be brought before the
meeting, members of management will report on the Company's operations and
answer questions.
Your vote is very important. Please ensure that your shares will be
represented at the meeting by completing, signing, and returning your proxy card
in the envelope provided, even if you plan to attend the meeting. Sending us
your proxy will not prevent you from voting in person at the meeting should you
wish to do so.
Sincerely,
------------------------
Christopher J. Weiler
Chief Executive Officer
YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD BEFORE THE ANNUAL
MEETING
<PAGE>
ON-SITE SOURCING, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------------------------------------------
DATE: THURSDAY, JUNE 8, 2000
TIME: 8:00 A.M.
PLACE: ON-SITE SOURCING
1111 NORTH 19TH STREET
SIXTH FLOOR
ARLINGTON, VA 22209
---------------------------------------------------
At the 2000 Annual Meeting we will ask you to:
1. Elect five directors;
2. Approve our amendment of the 1998 Stock Option Plan;
3. Ratify the selection of Reznick Fedder & Silverman, PC as the
independent auditors for the fiscal year ending December 31, 2000; and
4. Transact any other business that is properly presented at the meeting.
The accompanying Proxy Statement contains further information with respect
to these matters.
You will be able to vote your shares at the 2000 Annual Meeting if you were
a stockholder of record at the close of business on May 1, 2000.
By Order of the Board of Directors,
---------------------
Jason Parikh
Secretary
May 4, 2000
YOUR VOTE AT THE ANNUAL MEETING IS IMPORTANT.
PLEASE INDICATE YOUR VOTE ON THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE, EVEN IF
YOU PLAN TO ATTEND THE MEETING. IF YOU ATTEND THE MEETING, YOU
WILL BE ABLE TO REVOKE YOUR PROXY AND VOTE IN PERSON.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
GENERAL INFORMATION ........................................... 1
PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING ............... 4
PROPOSAL 1: ELECTION OF DIRECTORS ........................... 4
PROPOSAL 2: AMENDMENT TO 1998 STOCK OPTION PLAN ............. 4
PROPOSAL 3: RATIFICATION OF INDEPENDENT ACCOUNTANTS ......... 7
STOCK OWNERSHIP ............................................... 9
THE BOARD OF DIRECTORS ........................................ 11
EXECUTIVE OFFICERS AND COMPENSATION ........................... 14
OTHER INFORMATION ............................................. 18
</TABLE>
<PAGE>
ON-SITE SOURCING, INC.
1111 NORTH 19TH STREET
SIXTH FLOOR
ARLINGTON, VIRGINIA 22209
(703) 276-1123
------------------------
PROXY STATEMENT FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 2000
------------------------
GENERAL INFORMATION
This Proxy Statement provides important information that you should read
before you vote on the proposals that will be presented to you at the 2000
Annual Meeting of the stockholders of On-Site Sourcing, Inc. The Annual Meeting
will be held on Thursday, June 8, 2000 at 8:00 a.m. eastern time at the
Company's principal executive office, 1111 North 19th Street, Sixth Floor,
Arlington, Virginia.
This Proxy Statement provides detailed information about the Annual Meeting,
the proposals on which you will be asked to vote at the Annual Meeting, and
other relevant information.
On May 4, 2000, we began mailing information to people who, according to our
records, owned shares of On-Site Sourcing's common stock at the close of
business on May 1, 2000.
On-Site Sourcing is paying the cost of requesting these proxies. On-Site
Sourcing's directors, officers and employees may request proxies in person or by
telephone, mail, telecopy or letter. On-Site Sourcing will reimburse brokers and
other nominees their reasonable out-of-pocket expenses for forwarding proxy
materials to beneficial owners of On-Site Sourcing's common stock.
A copy of our Annual Report, including financial statements for the fiscal
year ended December 31, 1999, is being mailed with this Proxy Statement. The
Annual Report does not constitute a part of the proxy solicitation material. The
Annual Report tells you how to get additional information about On-Site
Sourcing.
VOTING YOUR SHARES
You have one vote for each share of On-Site Sourcing common stock that you
owned of record at the close of business on May 1, 2000. The number of shares
you own (and may vote at the Annual Meeting) is listed on the enclosed proxy
card.
<PAGE>
You may vote your shares at the Annual Meeting either in person or by
proxy. To vote in person, you must attend the Annual Meeting and obtain and
submit a ballot. Ballots for voting in person will be available at the Annual
Meeting. To vote by proxy, you must complete and return the enclosed proxy card.
By completing and returning the proxy card, you will be directing the persons
designated on the proxy card to vote your shares at the Annual Meeting in
accordance with the instructions you give on the proxy card.
If you decide to vote by proxy, your proxy card will be valid only if you
sign, date and return it before the Annual Meeting. IF YOU COMPLETE THE PROXY
CARD EXCEPT FOR THE VOTING INSTRUCTIONS, THEN YOUR SHARES WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES FOR DIRECTORS, FOR THE PROPOSED AMENDMENT TO THE
ON-SITE SOURCING 1998 STOCK OPTION PLAN AND FOR THE RATIFICATION OF THE
SELECTION OF REZNICK FEDDER & SILVERMAN, PC AS OUR INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000.
REVOKING YOUR PROXY
If you decide to change your vote, you may revoke your proxy at any time
before it is voted. You may revoke your proxy in any one of three ways:
- You may notify our Secretary, Jason Parikh, in writing addressed to:
On-Site Sourcing, Inc., 1111 North 19th Street, Sixth Floor, Arlington, Virginia
22209, that you wish to revoke your proxy.
- You may submit a proxy dated later than your original proxy.
- You may attend the Annual Meeting and vote. Merely attending the Annual
Meeting will not by itself revoke a proxy; you must obtain a ballot and vote
your shares to revoke the proxy.
VOTE REQUIRED FOR APPROVAL
On May 1, 2000, 4,930,740 shares of On-Site Sourcing common stock were
issued and outstanding. A "quorum" must be present at the Annual Meeting to
transact business. A quorum will be present if 2,465,370 shares are represented
at the Annual Meeting, either in person (by the stockholders) or by proxy. If a
quorum is not present at the Annual Meeting, a vote cannot occur. Abstentions
will be counted for purposes of determining the presence or absence of a quorum,
but will not be counted as votes cast.
If your shares of On-Site Sourcing common stock are held by a broker and you
do not instruct the broker to vote those shares, the broker will have the
authority to vote on Proposals 1 and 3.
With respect to Proposal 2, if you are a beneficial owner and do not provide
the shareowner of record with voting instructions, your shares may constitute
broker non-votes. In tabulating the voting result for Proposal 2, shares that
constitute broker non-votes are not considered entitled to vote on that proposal
and will not be considered votes cast for the foregoing purpose. Thus, broker
non-votes will not affect the outcome of that proposal. Generally, broker
non-votes occur when shares held by a broker for a beneficial owner are not
voted with respect to a particular
2
<PAGE>
proposal because (1) the broker has not received voting instructions from the
beneficial owner, and (2) the broker lacks discretionary voting power to vote
such shares.
The five nominees for director who receive the most votes cast at the Annual
Meeting will be elected to serve as the directors of On-Site Sourcing. Proposals
2 and 3 require the approval of the holders of a majority of the votes cast on
the proposal at the Annual Meeting. For this purpose, abstentions will be deemed
shares not voted on such matters, will not count as votes for or against the
proposals, and will not be included in calculating the number of votes necessary
for the approval of such matters.
Votes at the Annual Meeting will be tabulated by Inspectors of Election
appointed by the Company.
3
<PAGE>
PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING
We will present the following proposals at the Annual Meeting. We do not
expect any other proposals. If anyone validly presents any other proposal, the
named proxies will use your proxy to vote on those proposals as they believe is
appropriate.
PROPOSAL 1: ELECTION OF DIRECTORS
You will elect five directors at the Annual Meeting to serve until the next
annual meeting of stockholders or until their successors are duly elected and
qualified or until their earlier death, resignation or removal. The nominees for
election to the Board of Directors are:
Christopher J. Weiler
Jorge R. Forgues
Charles B. Millar
Allen C. Outlaw
Denis Seynhaeve
Each director will be elected to serve for a one-year term, or thereafter
until his replacement is elected and qualified or until his earlier resignation
or removal. Each of the five nominees is presently a member of the Board of
Directors. We have been informed that all of the nominees for election to the
Board are willing to serve as directors. However, if any of the nominees is
unable or unwilling to stand for election or serve if elected, the named proxies
will vote for such person or persons as the Board in its discretion may choose
to replace any such nominees. The Board has no reason to believe that any
nominees will be unable or unwilling to stand for election or serve if elected.
More detailed information about each of the nominees is presented in the section
of this Proxy Statement titled "The Board of Directors," which begins on page
11.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF THESE NOMINEES AS DIRECTORS.
PROPOSAL 2: AMENDMENT OF 1998 STOCK OPTION PLAN
We are asking you to approve an amendment to our 1998 Stock Option Plan.
Currently, the 1998 Stock Option Plan authorizes us to issue stock options to
purchase up to 1,915,000 shares of On-Site Sourcing common stock. We are
proposing to increase this number by 250,000 and to allow all of these shares to
be issued under incentive stock options.
We have not made any grants of options under the 1998 Stock Option Plan that
are contingent upon receiving your approval for this proposal. Any grants of
stock options under the plan will be made at the discretion of the Board of
Directors or the Compensation Committee.
SUMMARY OF THE PLAN
The 1998 Stock Option Plan is designed to attract and retain qualified
personnel in key positions, to provide officers, directors who are employees and
other employees with a
4
<PAGE>
proprietary interest in On-Site Sourcing as an incentive to contribute to our
success, and to reward key employees for outstanding performance and the
attainment of targeted goals. The 1998 Stock Option Plan provides for the grant
of incentive stock options ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as well as nonqualified
stock options, both with respect to On-Site Sourcing common stock. Options to
purchase no more than 1,915,000 shares of common stock may be granted under the
1998 Stock Option Plan, all of which may be in the form of either ISOs or
nonqualified stock options. Under the 1998 Stock Option Plan, the Board may
grant options for up to 350,000 shares in a calendar year to any individual. The
number of shares that may be issued under the 1998 Stock Option Plan may be
adjusted to reflect any changes in the number of shares of On-Site Sourcing
common stock due to the declaration of stock dividends, recapitalization
resulting in stock splits or combinations or exchanges of shares.
The 1998 Stock Option Plan authorizes the Board of Directors to administer
the plan, but the Board may delegate its functions to the Compensation
Committee. The Board's authority includes the authority to grant options to
purchase common stock, determine which options constitute ISOs and which
constitute nonqualified stock options and to determine the exercise price of the
options granted, as well as broad discretion to set or amend other terms. In
setting the exercise price for ISOs, the Board is limited by the rule described
in the next paragraph relating to fair market value but may choose another
method of setting the price for nonqualified stock options. (As of April 25,
2000, the fair market value as defined in the 1998 Stock Option Plan was $4.65
per share, based on the preceding day's closing price.) Options may be granted
to employees, officers and employee directors as well as employees of present or
future divisions and subsidiary corporations, a total of approximately 723
persons (including part-time employees) as of May 1, 2000. (We will refer to
employees, officers or directors who are granted options under the 1998 Stock
Option Plan as "optionees.") On-Site Sourcing does not receive separate
consideration for the granting of options, other than the provision of services.
Options granted as ISOs are subject to three limitations. The first is that
ISO treatment is limited based on when the options first become
exercisable--only the first $100,000 in common stock (valued as of the date of
grant) that becomes exercisable under an individual's ISOs in a given year will
receive ISO tax treatment. The second limitation is that the option price must
at least equal 100% of the fair market value of the shares of common stock on
the date of grant of the option. The third limitation is that the option price
for stockholders holding 10% or more of the outstanding shares of common stock
of On-Site Sourcing must at least equal 110% of the fair market value of the
common stock.
Options granted under the 1998 Stock Option Plan may only be exercised while
the optionee is then in the employ of On-Site Sourcing and has remained
continuously so employed since the date of the grant of the option or within 90
days after such employment ends. If an optionee is terminated for cause, all of
his or her options terminate upon such termination. If an optionee is terminated
by reason of death, disability or retirement, all of his or her options, to the
extent already exercisable, may be exercised for 12 months after such date.
Options granted under the 1998 Stock Option Plan are not transferable other than
by will, the laws of descent and distribution or to a revocable inter vivos
trust for the primary benefit of the optionee and his or her spouse.
5
<PAGE>
Options will terminate no later than 10 years after their date of grant.
However, options intended to be ISOs under the 1998 Stock Option Plan will
expire no later than five years after the date of grant if the option is granted
to an employee who owns (or is deemed to own) more than 10% of the outstanding
common stock. No Options may be granted after 10 years after the earlier of the
Board's approval of the 1998 Stock Option Plan or the stockholders' approval.
The Board may at any time and from time to time suspend, terminate, modify
or amend the 1998 Stock Option Plan. However, any such action will be contingent
upon stockholder approval if required to comply with the requirements of law or
of any stock exchange or market on which the common stock trades. No suspension,
termination, modification or amendment of the 1998 Stock Option Plan may
adversely affect any option previously granted, unless the written consent of
the optionee is obtained. If the stockholders of On-Site Sourcing approve a
merger or consolidation of On-Site Sourcing with another corporation, or a sale
of all or substantially all of its assets, the Board may provide for the
acceleration of all Options, whether or not otherwise exercisable.
TAX CONSEQUENCES
ISOS. ISOs under the 1998 Stock Option Plan are intended to be eligible for
the favorable federal income tax treatment accorded "incentive stock options"
under the Code.
There generally are no federal income tax consequences to the optionee or
On-Site Sourcing by reason of the grant or exercise of an ISO. However, the
exercise of an ISO may increase the optionee's alternative minimum tax
liability, if any.
If an optionee holds stock acquired through exercise of an ISO for more than
two years from the date on which the option is granted and more than one year
from the date on which the shares are transferred to the optionee upon exercise
of the option, any gain or loss on a disposition of such stock will be long-term
capital gain or loss. Generally, if the optionee disposes of the stock before
the expiration of either of these holding periods (a "disqualifying
disposition"), at the time of disposition, the optionee will realize taxable
ordinary income equal to the lesser of (a) the excess of the stock's fair market
value on the date of exercise over the exercise price, or (b) the optionee's
actual gain, if any, on the purchase and sale. The optionee's additional gain or
any loss upon the disqualifying disposition will be a capital gain or loss that
will be long-term or short-term depending on whether the stock was held for more
than one year. Capital gains currently are generally subject to lower tax rates
than ordinary income. Slightly different rules may apply to optionees who
acquire stock subject to certain repurchase options or who are subject to
Section 16(b) of the Exchange Act.
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, On-Site Sourcing will generally be entitled (subject
to the requirement of reasonableness, the provisions of Section 162(m) of the
Code and perhaps, in the future, the satisfaction of a withholding obligation)
to a corresponding business expense deduction in the tax year in which the
disqualifying disposition occurs.
6
<PAGE>
NONSTATUTORY STOCK OPTIONS. Nonstatutory stock options granted under the
1998 Stock Option Plan generally have the following federal income tax
consequences:
There are no tax consequences to the optionee or On-Site Sourcing by reason
of the grant of a nonstatutory stock option. Upon exercise of a nonstatutory
stock option, the optionee normally will recognize taxable ordinary income equal
to the excess of the stock's fair market value on the date of exercise over the
option exercise price. Generally, with respect to employees, On-Site Sourcing is
required to withhold from regular wages or supplemental wage payments an amount
based on the ordinary income recognized. Subject to the requirement of
reasonableness, the provisions of Section 162(m) of the Code and the
satisfaction of any withholding obligation, On-Site Sourcing will generally be
entitled to a business expense deduction equal to the taxable ordinary income
realized by the optionee. Upon disposition of the stock, the optionee will
recognize a capital gain or loss equal to the difference between the selling
price and the sum of the amount paid for such stock plus any amount recognized
as ordinary income upon exercise of the option. Such gain or loss will be long
or short-term depending on whether the stock was held for more than one year.
Slightly different rules may apply to optionees who acquire stock subject to
certain repurchase options or who are subject to Section 16(b) of the Exchange
Act.
POTENTIAL LIMITATION ON DEDUCTIONS. Code Section 162(m) denies a deduction
to any publicly held corporation for compensation paid to certain employees in a
taxable year to the extent that compensation exceeds $1 million for a covered
employee. It is possible that compensation attributable to stock options, when
combined with all other types of compensation received by a covered employee,
may cause this limitation to be exceeded in any particular year.
Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with Treasury regulations issued under Code Section 162(m),
compensation attributable to stock options will qualify as performance-based
compensation, provided that: (i) the option plan contains a per-employee
limitation on the number of shares for which options may be granted during a
specified period; (ii) the per-employee limitation is approved by the
shareholders; (iii) the option is granted by a compensation committee with
voting members comprised solely of "outside directors"; and (iv) either the
exercise price of the option is no less than the fair market value of the stock
on the date of grant, or the option is granted (or exercisable) only upon the
achievement (as certified by the compensation committee) of an objective
performance goal established by the compensation committee while the outcome is
substantially uncertain.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
AMENDMENT TO THE 1998 STOCK OPTION PLAN.
PROPOSAL 3: RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors, with the concurrence of the Audit Committee, has
selected Reznick Fedder & Silverman, P.C. of Bethesda, Maryland as our
independent accountants for the fiscal year ending December 31, 2000. Reznick
Fedder & Silverman will serve as the principal accountant to audit the financial
statements of On-Site Sourcing. Reznick Fedder & Silverman has served as our
independent accountants for the years ended December 31, 1996, 1997, 1998
7
<PAGE>
and 1999. If the stockholders do not ratify the appointment of Reznick Fedder &
Silverman, the engagement of independent accountants will be reevaluated by the
Board of Directors. Even if the appointment is ratified, the Board of Directors
in its discretion may nevertheless appoint another firm of independent
accountants at any time during the year if the Board of Directors determines
that such change would be in the best interests of the stockholders and On-Site
Sourcing.
Representatives of Reznick Fedder & Silverman are expected to be present at
the Annual Meeting, will have the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL
TO RATIFY THE ENGAGEMENT OF REZNICK FEDDER & SILVERMAN AS ON-SITE SOURCING'S
INDEPENDENT ACCOUNTANTS.
8
<PAGE>
STOCK OWNERSHIP
There were a total of 4,930,740 shares of common stock of On-Site Sourcing
outstanding on May 1, 2000. The following table sets forth how many shares were
owned on that date by (1) each person or group who beneficially owns more than
five percent (5%) of the outstanding shares of On-Site Sourcing common stock;
(2) each Director and Named Executive Officer, individually, and (3) the
Directors and executive officers as a group.
In preparing the following table, we relied upon statements filed with the
SEC by beneficial owners of more than five percent (5%) of the outstanding
shares of On-Site Sourcing common stock pursuant to Section 13(d) or 13(g) of
the Securities Act of 1934, unless we knew or had reason to believe that the
information contained in such statements was not complete or accurate, in which
case we relied upon information which we considered to be accurate and complete.
Unless otherwise noted, the business address of each of the following is 1111
North 19th Street, Sixth Floor, Arlington, Virginia 22209.
<TABLE>
<CAPTION>
NUMBER APPROXIMATE
OF SHARES PERCENTAGE OF
BENEFICIALLY BENEFICIAL
NAME OWNED OWNERSHIP
- ---------------------------------------------------- ------------- --------------
<S> <C> <C>
Christopher J. Weiler (1) ......................... 367,975 7.4%
Allen C. Outlaw (2) ................................ 275,633 5.5%
John Sabanosh (3) .................................. 69,075 1.3%
Charles B. Millar (4) ............................. 82,383 1.6%
1101 Vermont Ave., N.W
Washington, D.C. 20005
Jorge R. Forgues (5) .............................. 78,883 1.5%
500 Huntmar Park Drive
Herndon, VA 20170
Denis A. Seynhaeve (6) ............................ 547,000 11.0%
220 Wardour Drive
Annapolis, MD 21401
All executive officers and Directors
as a group ......................................... 1,447,749 27.5%
</TABLE>
- ------------------------
9
<PAGE>
(1) Includes 7,975 shares subject to options that are exercisable currently or
exercisable within 60 days.
(2) Includes 68,633 shares subject to options that are exercisable currently or
exercisable within 60 days.
(3) Includes 66,075 shares subject to options that are exercisable currently or
exercisable within 60 days.
(4) Includes 78,883 shares subject to options that are exercisable currently or
exercisable within 60 days.
(5) Includes 78,883 shares subject to options that are exercisable currently or
exercisable within 60 days.
(6) Includes 10,000 shares subject to options that are exercisable currently or
exercisable within 60 days.
10
<PAGE>
THE BOARD OF DIRECTORS
We have set forth below certain information for each of the members of the
Board of Directors of On-Site Sourcing. Each of the following directors has been
nominated for re-election to the Board at the Annual Meeting:
- --------------------------------------------------------------------------------
CHRISTOPHER J. WEILER
AGE: 37
DIRECTOR SINCE: December 1992
PRINCIPAL OCCUPATION: Chairman of the Board, Chief Executive Officer and
President
RECENT BUSINESS EXPERIENCE: Mr. Weiler founded On-Site Sourcing with John
Stoppelman in December 1992 and has been President, Chief Executive Officer and
a director since that time. Mr. Weiler graduated from the United States Naval
Academy in 1985 and served in the United States Navy as a surface warfare
officer and as a Navy Senate Liaison Officer on Capitol Hill, Washington, D.C.,
and has worked for Pitney Bowes Management Services.
- --------------------------------------------------------------------------------
ALLEN C. OUTLAW
AGE: 34
DIRECTOR SINCE: March 1994
PRINCIPAL OCCUPATION: Executive Vice President--Marketing
RECENT BUSINESS EXPERIENCE: Mr. Outlaw has been Vice President of Marketing
since September 1997. From March 1994 until September 1997, Mr. Outlaw served as
Vice President of Sales and Marketing. From January 1991 until September 1997,
Mr. Outlaw was owner and Director of Marketing of Justin Asset Management, an
investment management firm.
- -------------------------------------------------------------------------------
CHARLES B. MILLAR
AGE: 39
DIRECTOR SINCE: August 1996
11
<PAGE>
PRINCIPAL OCCUPATION: Senior Vice President of Johnston, Lemon & Co., Inc.
RECENT BUSINESS EXPERIENCE: Mr. Millar has been a Senior Vice President of
the Washington, D.C. investment banking firm of Johnston, Lemon & Co., Inc.
since 1991.
- --------------------------------------------------------------------------------
JORGE R. FORGUES
AGE: 45
DIRECTOR SINCE: July 1996
PRINCIPAL OCCUPATION: Chief Financial Officer of Treev Corporation
RECENT BUSINESS EXPERIENCE: Mr. Forgues has served as Senior Vice President
of Finance and Administration, Chief Financial Officer and Treasurer of Treev
Corporation (formerly Network Imaging Corporation), a Herndon, Virginia-based
publicly traded software developer, since April 1996. From October 1993 until
April 1996, Mr. Forgues was Vice President of Finance and Administration, Chief
Financial Officer and Treasurer of Globalink, a Fairfax, Virginia-based,
publicly-traded software company.
- ------------------------------------------------------------------------------
DENIS SEYNHAEVE
AGE: 44
DIRECTOR SINCE: July 1999
PRINCIPAL OCCUPATION: President of Delmag Ventures, Inc.
RECENT BUSINESS EXPERIENCE: Mr. Seynhaeve has served as President of Delmag
Ventures, Inc. since its inception. Since 1993, Mr. Seynhaeve has invested in a
number of businesses located in the Mid-Atlantic region. Mr. Seynhaeve serves on
the boards of directors of several private companies. From 1985 to 1992, Mr.
Seynhaeve managed the US subsidiary of Delsay Luggage, Inc.
- ------------------------------------------------------------------------------
12
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES
Regular meetings of the Board of Directors are normally held every three
months. During 1999, the Board of Directors held four meetings. Each director
attended at least 75% of the total number of meetings of the Board of Directors
and all committees of the Board of Directors on which he served.
AUDIT COMMITTEE
The Audit Committee reviews our financial statements to confirm that they
reflect fairly our financial condition and to appraise the soundness, adequacy
and application of accounting and operating controls. The Audit Committee also
recommends independent accountants to the Board of Directors, reviews the scope
of the audit function of the independent accountants and reviews audit reports
rendered by the independent accountants. The Audit Committee met once in 1999.
The members of the Audit Committee are:
Jorge R. Forgues (Chairman)
Charles B. Millar
COMPENSATION COMMITTEE
The Compensation Committee determines the compensation of the officers of
On-Site Sourcing. The Compensation Committee met 4 times in 1999. The members of
the Compensation Committee are:
Charles B. Millar (Chairman)
Jorge R. Forgues
Christopher J. Weiler (who abstains on votes pertaining to
his own compensation)
DIRECTOR COMPENSATION
Directors currently receive no cash compensation for serving on the Board
of Directors other than reimbursement of reasonable expenses incurred in
attending meetings. Messrs. Forgues, Millar, and Senynhaeve were each granted
options to purchase 10,000 shares of On-Site Sourcing common stock. The options
granted to Messrs. Forgues, Millar, and Senynhaeve become exercisable over a
period of three years in equal portions at the end of each quarter and have an
exercise price equal to the market price of On-Site Sourcing common stock at the
time of grant. Directors who also serve as officers do not receive separate
compensation, cash or otherwise, for their service as directors.
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EXECUTIVE OFFICERS AND COMPENSATION
EXECUTIVE OFFICERS
We set forth below certain information about the executive officers of
On-Site Sourcing, except for Messrs. Weiler and Outlaw, whose information is
found on page 11.
- --------------------------------------------------------------------------------
JOHN SABANOSH VICE PRESIDENT -- FINANCE
AGE: 49
OFFICER SINCE: June 1998
POSITION(S) HELD AT COMPANY: Vice President -- Finance
PREVIOUS BUSINESS EXPERIENCE: From 1995 until 1998 Mr. Sabanosh was Vice
President of Phoenix International, LLC, an international trade and investment
company. From 1991 until 1995, he was General Manager of FedComp, Inc., where he
restored the software firm to profitability. He has a B.S. in Business from
Virginia Polytechnic Institute and State University.
- --------------------------------------------------------------------------------
JASON PARIKH CHIEF FINANCIAL OFFICER
AGE: 29
OFFICER SINCE: APRIL 2000
POSITION(S) HELD AT COMPANY: CHIEF FINANCIAL OFFICER
PREVIOUS BUSINESS EXPERIENCE: From 1997 until April 2000 Mr. Parikh served
as Controller of Onsite Sourcing Inc. From 1994 until 1997 he was controller of
Shirt Explosion Inc. During 1996 Mr. Parikh also worked, as an independent
contractor, for Reznick, Fedder, & Silverman PC preparing corporate tax returns.
He has B.S. in Accounting from the University of Maryland, and has passed the
CPA exam.
- --------------------------------------------------------------------------------
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SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding the
compensation of the Chief Executive Officer and the other executive officers
whose annual compensation (salary and bonus) for services rendered in all
capacities exceeded $100,000 for the year ended December 31, 1999.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
COMPENSATION
- --------------------------------------------------------------------------------- ----------------------------
OTHER
NAME ANNUAL OPTIONS/ ALL
AMD PRINCIPAL COMPEN- SARS OTHER
POSITION YEAR SALARY ($) BONUS($) SATION ($) (SHARES) COMPENSATION ($)
- ---------------------- -------- ----------- ----------- ----------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Christopher Weiler.. 1999 150,707 15,000 -- -- --
President and 1998 145,145 -- -- 4,225 --
CEO 1997 118,917 20,000 -- -- --
Alfred Duncan ...... 1999(1) 128,592 -- -- 10,000 --
Executive VP/ 1998 78,267 -- -- 84,225 --
Chief Financial 1997(2) -- -- -- -- --
Officer
John Sabanosh ...... 1999 112,146 -- -- 15,000 --
Vice President - 1998 50,829 -- -- 53,375 --
Finance 1997(2) -- -- -- -- --
Lance Waagner ...... 1999(3) 109,383 -- -- -- --
Vice President -- 1998 148,754 -- -- 77,500 --
Technology 1997(2) -- -- -- -- --
Allen Outlaw ....... 1999 304,709 -- -- -- --
Executive VP, 1998 222,604 -- -- 107,800 --
Marketing 1997 99,028 -- -- -- --
</TABLE>
(1) Mr. Duncan was an Executive Vice President and Chief Financial Officer as
of December 31, 1999
(2) Mssrs. Duncan, Sabanosh and Waagner joined the Company in 1998
(3) Mr. Waagner terminated his employment with the Company effective September
30, 1999.
Other than an employee funded 401(k) plan that does not receive matching
funds from On-Site Sourcing and the 1995, 1996, 1997 and 1998 Stock Option
Plans, as of December 31, 1998, we did not have any contingent forms of
remuneration, including any pension, retirement, stock appreciation, cash or
stock bonus, or other compensation plan.
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INFORMATION REGARDING OPTION GRANTS TO AND HELD BY THE NAMED EXECUTIVE OFFICERS
We have set forth below certain information concerning the grant and
exercise of options to purchase On-Site Sourcing's common stock during the last
completed fiscal year to each of the named executive officers.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE DATE
- ---- ----------- -------------- -------- -------------
<S> <C> <C> <C> <C>
Alfred Duncan ...... 10,000(1) 5.6% $1.438 02/11/2004
John Sabanosh ...... 15,000(2) 8.4% $1.400 07/11/2004
</TABLE>
(1) The options granted are incentive stock options, which are exercisable as
of the date of grant at or above the market price on the date of grant
and expire five years from the date of grant.
(2) 5000 options granted are incentive stock options, which are exercisable as
of the date of grant at or above the market price on the date of grant and
expire five years from the date of grant.
10,000 options granted are incentive stock options, which vest quarterly
over one year and expire five years from the date of grant.
OPTION EXERCISES IN FISCAL 1999 AND VALUE OF OPTIONS AT DECEMBER 31, 1999
We set forth below information about options exercised during the last
completed fiscal year for the named executive officers and about options they
held at the end of the fiscal year.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD IN-THE-MONEY(3)OPTIONS
AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(4)
SHARES ------------------------- -------------------------
ACQUIRED
ON EXER- VALUE UNEXER- UNEXER-
NAME CISE (#)(1) REALIZED($)(2) EXERCISABLE CISABLE EXERCISABLE CISABLE
- ---- ----------- -------------- ----------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Christopher Weiler.. 0 0 4,255 0 $1,056 0
Alfred Duncan ...... 0 0 82,225 12,000 $1,056 0
John Sabanosh ...... 0 0 53,575 15,000 $ 894 0
Allen Outlaw ....... 0 0 49,467 58,333 $1,950 0
</TABLE>
(1) Represents the number of shares with respect to which options were
exercised.
(2) The value of exercised options represents the difference between the
exercise price of such options and the closing market price of On-Site
Sourcing's common stock on the date of exercise.
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<PAGE>
(3) Options are "in-the-money" if the closing market price of On-Site
Sourcing's common stock exceeds the exercise price of the options.
(4) The value of unexercised options represents the difference between the
exercise price of such options and $1.375, the market price of On-Site
Sourcing's common stock on December 31, 1999.
EMPLOYMENT AGREEMENTS
On-Site Sourcing and Mr. Weiler entered into an employment agreement dated
as of January 1998, which is effective until January 2001. Mr. Weiler is
compensated at a rate of $160,000 per year and is eligible to receive bonuses in
cash or stock at the discretion of the Board of Directors based on quarterly
reviews of Mr. Weiler's and On-Site Sourcing's performance. The Board of
Directors may terminate Mr. Weiler's employment agreement at any time with or
without cause. If Mr. Weiler is terminated without cause, he will be entitled to
receive a severance payment equal to twelve months base salary plus the value of
his other employment benefits accrued at the time of termination. The employment
agreement contains a covenant that restricts Mr. Weiler from competing with
On-Site Sourcing for the term of the agreement and for a period of one year
thereafter. In the event of a change in control of On-Site Sourcing, Mr. Weiler
has the right to exercise any of his options to acquire On-Site Sourcing common
stock, including options that have not, by their terms, become exercisable prior
to the date of the change in control.
On July 1, 1998, On-Site Sourcing and Mr. Outlaw entered into an employment
agreement which was effective until June 30, 2001. The agreement is subject to
renewal by the Board. Mr. Outlaw is compensated at the rate of $240,000 per year
and is eligible for a bonus relating to growth in revenues from our
reprographics operations The Board of Directors may terminate Mr. Outlaw's
employment agreement at any time with or without cause. If Mr. Outlaw is
terminated without cause, he will be entitled to receive a severance payment
equal to three months base salary plus the value of his other employment
benefits accrued at the time of termination. The employment agreement contains a
covenant that restricts Mr. Outlaw from competing with On-Site Sourcing for the
term of the agreement and for a period of one year thereafter. In the event of a
change in control of On-Site Sourcing, Mr. Outlaw has the right to exercise any
of his options to acquire On-Site Sourcing's common stock, including options
that have not, by their terms, become exercisable prior to the date of the
change in control.
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<PAGE>
OTHER INFORMATION
CERTAIN TRANSACTIONS
In March 1996, On-Site Sourcing loaned $89,900 to Mr. Outlaw. The loan bears
interest at an annual rate equal to 6%. At December 31, 1999 the outstanding
balance under this loan was $50,400 plus accrued interest, with principal and
interest due April 1, 2001.
AVAILABILITY OF FORM 10-KSB
We have mailed a copy of our Annual Report to each stockholder entitled to
vote at the Annual Meeting. Copies of our Form 10-KSB for the year ended
December 31, 1999 and Form 10-QSB for the three-month period ended March 31,
2000 are available at no charge to all stockholders upon request to us and will
also be available at the Annual Meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on our review of forms provided to On-Site Sourcing and
representations from our directors, executive officers and 10% stockholders, we
are not aware of any failure to timely file reports requested by Section 16 of
the Securities Act of 1934, as amended.
STOCKHOLDER PROPOSALS FOR 2001
If you want to include a proposal in the proxy statement for On-Site
Sourcing's 2001 Annual Meeting, send the proposal to On-Site Sourcing, Inc.,
Attn: Jason Parikh, Secretary, at 1111 North 19th Street, Sixth Floor,
Arlington, Virginia 22209. Proposals must be received on or before January 4,
2001 to be included in next year's proxy statement. Please note that proposals
must comply with all of the requirements of Rule 14a-8 under the Securities
Exchange Act of 1934, as well as the requirements of On-Site Sourcing's
certificate of incorporation and bylaws. On-Site Sourcing will be able to use
proxies given to it for next year's meeting to vote for or against any proposal
at On-Site Sourcing's discretion unless the proposal is submitted to On-Site
Sourcing on or before March 20, 2001.
By Order of the Board of Directors
---------------
Jason Parikh
Secretary
Arlington, Virginia
May 4, 2000
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PROXY
ON-SITE SOURCING, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS CHRISTOPHER J. WEILER AND JASON PARIKH, AND
EACH OF THEM SEVERALLY, AS THEIR PROXIES WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION FOR AND IN THE NAME, PLACE AND STEAD OF THE UNDERSIGNED TO VOTE
UPON AND ACT WITH RESPECT TO ALL OF THE SHARES OF COMMON STOCK OF ON-SITE
SOURCING, INC. (THE "COMPANY") STANDING IN THE NAME OF THE UNDERSIGNED, OR WITH
RESPECT TO WHICH THE UNDERSIGNED IS ENTITLED TO VOTE AND ACT, AT THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2000, AT 8:00 AM AT THE COMPANY'S
OFFICES LOCATED AT 1111 NORTH 19TH STREET, SIXTH FLOOR, ARLINGTON, VIRGINIA
22209, OR ANY ADJOURNMENT(S) THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF
THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT DATED MAY 4, 2000.
Proposal 1. Election of each of the following nominees to the Board of
Directors of the Company:
Christopher J. Weiler, Allen C. Outlaw, Denis Seynhaeve, Charles B.
Millar, Jorge R. Forgues
<TABLE>
<S> <C> <C> <C> <C> <C>
/ / FOR / / WITHHOLD
</TABLE>
The undersigned may withhold authority to vote for any one or more of the
nominees by lining through or otherwise striking out the name of such nominee.
Proposal 2. To approve the Amendment to the 1998 Stock Option Plan.
<TABLE>
<S> <C> <C> <C> <C> <C>
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
Proposal 3. To ratify the selection of Reznick Fedder & Silverman, PC as
independent accountants for the Company for the fiscal year ending
December 31, 1999.
<TABLE>
<S> <C> <C> <C> <C> <C>
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
PLEASE MARK YOUR VOTES IN THE CORRESPONDING BOXES ABOVE
(Continued on reverse side)
<PAGE>
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE LISTED NOMINEES FOR DIRECTOR, AND FOR PROPOSALS 2
AND 3. If more than one of the proxies named shall be present in person or by
substitution at the meeting or at any adjournment thereof, the majority of the
proxies so present and voting, either in person or by substitution, shall
exercise all of the powers hereby given.
DATE: _________________________________
_______________________________________
Signature
_______________________________________
Signature
Please date this proxy and sign your
name exactly as it appears hereon. When
there is more than one owner, each
should sign. When signing as an
attorney, administrator, executor,
guardian or trustee, please add your
title as such. If executed by a
corporation, the proxy should be signed
by a duly authorized officer.
