<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 (AMENDMENT NO. )
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Dynamex Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
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<PAGE> 2
DYNAMEX INC.
1431 GREENWAY DRIVE
SUITE 345
IRVING, TEXAS 75038
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 12, 2000
----------
To the Stockholders of DYNAMEX INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Dynamex
Inc., a Delaware corporation, will be held at the Dallas Marriott Las Colinas,
Las Colinas Ballroom, 223 West Las Colinas Boulevard, Irving, Texas 75039, on
Tuesday, December 12, 2000, at 1:00 P.M. Dallas time for the following purposes:
1. To elect five (5) directors of the Company;
2. To ratify the Board of Directors' appointment of BDO Seidman, LLP as
independent auditors of the Company for the year ended July 31, 2001;
and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
Only stockholders of record at the close of business on October 10, 2000
are entitled to notice of, and to vote at, the meeting or any adjournment
thereof.
Whether or not you plan to attend the Annual Meeting and regardless of the
number of shares you own, you are requested to sign and return the enclosed
proxy card in the enclosed envelope (which requires no postage if mailed in the
United States).
By Order of the Board of Directors,
Wayne Kern
Secretary
Irving, Texas
November 3, 2000
<PAGE> 3
DYNAMEX INC.
1431 GREENWAY DRIVE
SUITE 345
IRVING, TEXAS 75038
----------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 12, 2000
This Proxy Statement is furnished to stockholders of Dynamex Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders to be held on Tuesday, December 12, 2000, and at any
adjournments or postponements thereof.
The enclosed proxy may be revoked at any time before it is exercised by
filing with the Corporate Secretary an instrument revoking it, by submitting a
subsequently dated proxy, or by appearing at the annual meeting and voting in
person. Unless revoked, a properly signed and dated proxy that is returned will
be voted in accordance with the directions thereon. If no instructions are
specified, the shares will be voted for the election of the nominees for
Director and for the ratification of BDO Seidman, LLP as independent auditors.
If other matters are properly presented before the Annual Meeting, the persons
voting the proxies will vote them in accordance with their best judgment.
If a stockholder owns shares in "street name" by a broker, the broker, as
the record holder of the shares, is required to vote those shares in accordance
with your instructions. If a stockholder does not give instructions to the
broker, the broker will nevertheless be entitled to vote the shares with respect
to "discretionary" items but will not be permitted to vote the shares with
respect to "non-discretionary" items (in which case, the shares will be treated
as "broker non-votes").
The election as a director of each nominee requires the affirmative vote of
the holders of record of a plurality of the outstanding voting power of the
shares of common stock represented, in person or by proxy, at the Annual
Meeting. Abstentions and "broker non-votes" are counted as present and entitled
to vote for the purposes of determining a quorum but are not counted for
purposes of the election of a director.
The affirmative vote of the holders of a majority of the outstanding common
stock represented at the Annual Meeting is required to approve the proposal to
amend and restate the Stock Plan. An abstention is counted as a vote against the
proposal to ratify the selection of auditors. A broker "non-vote" is also
counted as a vote against such proposal.
This Proxy Statement with the accompanying Proxy are first being mailed to
stockholders on or about November 10, 2000. The Company's Annual Report,
covering the Company's 2000 fiscal year, is enclosed herewith but does not form
any part of the materials for solicitation of proxies.
2
<PAGE> 4
ACTIONS TO BE TAKEN AT THE MEETING
At the Annual Meeting, holders of the Company's Common Stock (the "Common
Stock") will consider and vote (i) to elect as directors of the Company Messrs.
Richard K. McClelland, Kenneth H. Bishop, Brian J. Hughes, Wayne Kern, and
Stephen P. Smiley, (ii) to ratify the Board of Directors' appointment of BDO
Seidman, LLP as independent auditors of the Company for the year ended July 31,
2001, and (iii) to transact such other business as may properly come before the
Annual Meeting.
Only stockholders of record at the close of business on October 10, 2000
(the "Record Date"), are entitled to notice of, and to vote at, the Annual
Meeting. As of the close of business on the Record Date, the Company had issued
and outstanding, and entitled to vote at the Annual Meeting, 10,206,817 shares
of Common Stock. Holders of record of Common Stock are entitled to one vote per
share on the matters to be considered at the Annual Meeting.
The presence, either in person or by properly executed proxy, of the
holders of record of a majority of the voting power entitled to vote at the
Annual Meeting is necessary to constitute a quorum at the Annual Meeting. The
election as a director of each nominee set forth above requires the affirmative
vote of the holders of record of a plurality of the shares of Common Stock
present in person or by proxy and entitled to vote on the election of directors
at the meeting.
Where stockholders have appropriately specified how their proxies are to be
voted, they will be voted accordingly. An automated system administered by the
Company's transfer agent tabulates the votes. Abstentions and broker non-votes
will be counted toward determining whether a quorum is present at the Annual
Meeting. Votes submitted as abstentions on matters to be voted on at the Annual
Meeting will be counted as votes against such matters. Broker non-votes will not
count for or against the matters to be voted on at the Annual Meeting.
The accompanying proxy, unless the stockholder otherwise specifies in the
proxy, will be voted (i) for the election as director of the Company the five
nominees listed above, (ii) to ratify the Board of Directors' appointment of BDO
Seidman, LLP as independent auditors of the Company for the year ended July 31,
2001, and (iii) at the discretion of the proxy holders on any other matter that
may properly come before the meeting or any adjournment thereof. Where
stockholders have appropriately specified how their proxies are to be voted,
they will be voted accordingly. If any other matter or business is brought
before the meeting, the proxy holders may vote the proxies at their discretion.
The directors do not know of any such other matter or business. Should any
director nominee become unable or unwilling to accept nomination or election,
the proxy holders may vote the proxies for the election in his stead of any
other person the Board of Directors may recommend. Each nominee has expressed
his intention to serve the entire term for which election is sought.
DIRECTORS AND EXECUTIVE OFFICERS
A brief description of each executive officer and director of the Company
is provided below. All current directors of the Company are nominees for
director at the Annual Meeting. Directors hold office until the next annual
meeting of the stockholders or until their successors are elected and qualified.
All officers serve at the discretion of the Board of Directors.
3
<PAGE> 5
Richard K. McClelland, 48, became the President, Chief Executive Officer and
a director of the Company in May 1995 upon the closing of the Company's
acquisition of Dynamex Express (the ground courier division of Air Canada),
where he also served as President since 1988. He was elected as Chairman of the
Board of the Company in February 1996. Prior to joining Dynamex Express in 1986,
Mr. McClelland held a number of advisory and management positions with the
Irving Group, Purolator Courier Ltd. and Sunbury Transport Ltd., where he was
engaged in the domestic and international same-day air, overnight air, and
trucking businesses.
Kenneth H. Bishop, 63, has served as a director of the Company since August
1996. From 1974 to August 1996, Mr. Bishop was President and General Manager of
Zipper Transportation Services, Ltd. and a related company (together "Zipper")
which operated a same-day delivery business in Winnipeg, Manitoba. The Company
acquired Zipper in August 1996.
Brian J. Hughes, 39, has served as a director of the Company since May
1995. Mr. Hughes has served as the Vice President -- Investments of Guidant
Mutual Insurance Company since September 1992. From 1986 to 1992, Mr. Hughes
served as Assistant Vice President -- Investments at Boatmen's National Bank.
Wayne Kern, 68, has served as a director of the Company since February
1996. Mr. Kern served as Senior Vice President and Secretary of Heritage Media
Corporation from 1987 through August 1997. From 1991 to 1995, Mr. Kern also
served as Executive Vice President of Crown Media, Inc. From 1979 to 1991, Mr.
Kern served as the Executive or Senior Vice President, General Counsel and
Secretary of Heritage Communications, Inc.
Jeffrey N. MacDowell, 35, was elected as the Vice President - Finance and
Corporate Development in January 1999. He joined the Company in August of 1998
as Managing Director - Corporate Development. Prior to joining the Company, Mr.
MacDowell was Vice President of RentX Industries, Inc. from 1996 to 1998. From
1991 to 1996, Mr. MacDowell was a Vice President at Banque Paribas.
Ray E. Schmitz, 54, joined the Company and was elected Vice President -
Controller in January 1999. Prior to joining the Company, Mr. Schmitz was Vice
President - Controller of EEX Corporation from 1997 to 1999. Previous to that he
was Assistant Controller of ENSERCH Corporation and Controller of Enserch
Exploration, Inc., a subsidiary of ENSERCH Corporation and predecessor to EEX
Corporation, from 1984 to 1996.
Stephen P. Smiley, 51, has served as a director of the Company since 1993
and was a Vice President of the Company from December 1995 through February
1996. Mr. Smiley was President of Hoak Capital Corporation from 1991 through
February 1996. Mr. Smiley joined Hunt Financial Corporation (a private
investment company) as Executive Vice President in February 1996, and was
appointed President in January 1997.
Mr. James H. Wicker, III, 30, was elected Vice President - Information
Systems in January 1999. Mr. Wicker joined the Company as Director, Information
Technology in April 1998. Prior to joining the Company, Mr. Wicker held the
position of Director of Information Services at Heritage Media Corporation from
March 1997 to April 1998. Previous to that he was Director of Information
Services of Denton County from February 1988 to March 1997.
4
<PAGE> 6
OPERATIONS AND COMPENSATION OF THE BOARD OF DIRECTORS
There were six (6) meetings of the Board of Directors during fiscal year
2000, five (5) via teleconference calls. No director attended fewer than 75% of
the meetings of the Board (and any committees thereof) that he was required to
attend.
Directors who are employees of the Company do not receive additional
compensation for serving as directors. Each director who is not an employee of
the Company will receive an annual fee of $6,000 as compensation for his or her
services as a member of the Board of Directors. Non-employee directors will
receive an additional fee of $500 for each meeting of the Board of Directors
attended in person by such director and $250 for each telephonic meeting in
which such director participates. Non-employee directors who serve on a
committee of the Board of Directors will receive $500 for each committee meeting
attended in person and $250 for each telephonic committee meeting in which such
director participates. On the date upon which a non-employee director is first
elected or appointed a member of the Board, he shall receive a grant of a
non-qualified stock option to purchase 2,000 shares of common stock.
Non-employee directors subsequently re-elected at any annual meeting of
stockholders shall receive as of the date of such annual meeting, the grant of a
non-qualified stock option to purchase 2,000 shares of common stock. On August
26, 1999 each non-employee director was granted options to purchase 2,000 shares
of common stock. On July 17, 2000, each non-employee director was granted
options to purchase 5,000 shares of common stock. Options granted to
non-employee directors are immediately exercisable. All directors of the Company
are reimbursed for out-of-pocket expenses incurred in attending meetings of the
Board of Directors or committees thereof, and for other expenses incurred in
their capacities as directors of the Company.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established three committees: a Compensation
Committee, an Audit Committee and an Executive Committee. Each of these
committees has two or more members who serve at the discretion of the Board of
Directors.
The Compensation Committee is responsible for reviewing and making
recommendations to the Board of Directors with respect to compensation of
executive officers, other compensation matters and awards under the Company's
stock option plan. During fiscal year 2000, the Compensation Committee consisted
of three members, Messrs. Bishop, Hughes and Smiley (none of whom is an officer
or employee of the Company). The Compensation Committee met three times during
fiscal year 2000. See "Report of the Compensation Committee" included elsewhere
in this prospectus.
The Audit Committee is responsible for reviewing the Company's financial
statements, audit reports, internal financial controls and the services
performed by the Company's independent public accountants, and for making
recommendations with respect to those matters to the Board of Directors. During
fiscal year 2000, the Audit Committee consisted of all four outside directors,
Messrs. Bishop, Hughes, Kern and Smiley. The Audit Committee met five times
during fiscal year 2000.
The Executive Committee exercises all of the powers and authority of the
Board of Directors in the management of the business and affairs of the Company,
except as otherwise reserved in the Company Bylaws or designated by resolution
of the Board of Directors for action by the full board or another committee
thereof. The Executive Committee was designated in fiscal year 1997 and consists
of two members, Messrs. McClelland and Smiley. There were no meetings held by
the Executive Committee during fiscal year 2000.
5
<PAGE> 7
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers serving as a member of the Company's Board of Directors or Compensation
Committee.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth the total annual
compensation paid or accrued by the Company to or for the account of the Chief
Executive Officer and the other executive officers of the Company whose total
salary and bonus for the fiscal year ended July 31, 2000 exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Compensation
Awards
------------
Annual Compensation Securities
------------------------------------ Underlying
Name and Principal Position Year Salary ($) Bonus ($) Options
--------------------------- ---- ---------- --------- ------------
<S> <C> <C> <C> <C>
Richard K. McClelland 2000 267,308 213,927 (1) 22,000
President and Chief Executive Officer 1999 240,204 113,877 (1) 50,000
1998 220,000 19,890 (1) 65,000
1997 200,000 120,000 99,000
Jeffrey N. MacDowell(2) 2000 145,000 50,750 18,000
Vice President - Finance and 1999 117,084 40,979 40,000
Corporate Development
Ray E. Schmitz(3) 2000 144,500 60,540 18,000
Vice President - Controller and 1999 66,000 16,500 25,000
Chief Accounting Officer
James H. Wicker, III(4) 2000 140,000 49,000 18,000
Vice President - Information Services 1999 107,500 26,875 32,000
</TABLE>
----------
(1) Includes $88,927, $113,877 and $19,890 for the fiscal years ended July 31,
2000, 1999 and 1998, respectively, for the exercise on May 15, 1998 of
certain options to purchase 48,000 shares of common stock.
(2) Jeffrey N. MacDowell was initially elected an officer of the Company in
January 1999.
(3) Ray E. Schmitz was initially elected an officer of the Company in January
1999.
(4) James H. Wicker, III was initially elected an officer of the Company in
January 1999.
EMPLOYMENT AND CONSULTING AGREEMENTS
The Company has entered into an employment agreement with Mr. McClelland
which provides for the payment of a base salary in the annual amount of
$250,000, participation in an executive bonus plan, an auto allowance of Cdn
$900 per month and participation in other employee benefit plans. The agreement
also provides that upon Mr. McClelland's exercise of certain stock options to
purchase 48,000
6
<PAGE> 8
shares of Common Stock, the Company shall pay Mr. McClelland a bonus equal to
the exercise price multiplied by the number of shares to be purchased by virtue
of such exercise. Unless terminated earlier, the employment agreement shall
continue until May 31, 2001, upon which date such agreement will be
automatically extended for successive one-year renewal terms unless notice is
given upon the terms provided in such agreement. Additionally, upon a sale or
transfer of substantially all of the assets of the Company or certain other
events that constitute a change of control of the Company, including the
acquisition by a stockholder, other than certain named stockholders, of
securities representing 15% of the votes that may be cast for director
elections, the Company shall continue to pay Mr. McClelland the compensation set
forth in such agreement for the greater of two years from the date of such
change of control or the remainder of the agreement term. During the term of the
employment agreement and pursuant to such agreement, Mr. McClelland shall be a
member of the Board of Directors of the Company.
Messrs. McClelland, MacDowell, Schmitz and Wicker have executed retention
agreements with the Company that provide certain benefits in the event their
employment is terminated subsequent to a change in control of the Company, as
defined in the retention agreements. The retention agreements provide that if
the officer is terminated, or if the officer elects to terminate employment
under certain circumstances, the officer shall be entitled to a lump-sum payment
of two times the sum of the officer's base salary and target bonus, an 18 month
continuation of employee benefits, and reimbursement of certain legal fees,
expenses, and any excise taxes. In the event the same type of benefits or
payments are payable under both the employment contract and the retention
agreement, Mr. McClelland will receive the higher benefit or payment, but not
duplicate benefits or payments.
REPORT OF THE COMPENSATION COMMITTEE
The Company's Compensation Committee (the "Committee") is empowered to
review and recommend to the full Board of Directors the annual compensation and
compensation procedures for all executive officers of the Company. The Committee
(comprised solely of non-employee directors) also administers the Option Plan.
As a matter of policy, the Compensation Committee believes that the annual
compensation of the executive officers should consist of both a base salary
component and bonus component. The base salary component should be based on
generally subjective factors and include the contribution the executive officer
made and is anticipated to make to the success of the Company, the level of
experience and responsibility of the executive officer, the competitive position
of the Company's executive compensation and the Company's historical levels of
compensation for executive officers. The Compensation Committee does not expect
to assign quantitative relative weights, however, to any of these factors. The
bonus component of the annual compensation of the executive officers should
provide executive officers with the opportunity to earn a significant portion of
their base salary in the form of incentive compensation, which therefore puts a
significant portion of their total compensation "at risk." This incentive
compensation is contingent upon the achievement of certain agreed upon
individual goals for each executive officer and the achievement of certain
corporate objectives such as continued growth in the Company's earnings and
revenues.
The Company does not provide for any long-term compensation for executive
officers other than through the granting of stock options. The Committee
believes that the grant of stock options enables the Company to more closely
align the economic interest of the executive officers to those of the
stockholders. Option grants are made in the discretion of the Compensation
Committee. The number of stock options granted to each executive employee is
based primarily on their relative positions and responsibilities within the
Company.
7
<PAGE> 9
Pursuant to his employment contract with the Company, Richard K.
McClelland, the Company's chief executive officer, may not be awarded an annual
bonus in an amount greater than 60% of his base salary for the fiscal year then
ended, exclusive of special bonus payments to Mr. McClelland in 2000, 1999 and
1998 of $88,927, $113,877 and $19,890, respectively for the exercise on May 15,
1998 of certain options to purchase 48,000 shares of common stock. For fiscal
year 2000, Mr. McClelland was awarded a bonus of $125,000, which amount
represented 50% of his base compensation and, when aggregated with his salary,
represented a 36% increase over his aggregate fiscal 1999 salary and bonus. The
bonus was based on several factors, including the fiscal 2000 growth in the
Company's revenues and earnings. Additionally, Mr. McClelland was awarded 22,000
options under the Company's Stock Option Plan in July 2000.
Dated August 8, 2000
Compensation Committee
Stephen P. Smiley (chairman)
Brian J. Hughes
Kenneth H. Bishop
1996 STOCK OPTION PLAN
The following table sets forth information regarding the grant of stock
options under the Company's Amended and Restated 1996 Stock Option Plan ("Option
Plan") during fiscal 2000 to the named executive officers:
OPTION GRANTS IN FISCAL YEAR 2000
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
---------------------------
% of Total Potential
Number of Options/ Realized Value at Assumed
Securities SARs Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation for
Options/ Employees Or Base Option Term (1)
SARs in Fiscal Price Expiration -------------------------
Granted (#) Year ($/Share) Date 5%($) 10%($)
------------ ---------- --------- ---------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Richard K. McClelland 22,000 12.0% $1.438 7-Jul-2010 19,896 50,420
Jeffrey N. MacDowell 18,000 10.0% $1.438 7-Jul-2010 16,278 41,252
Ray E. Schmitz 18,000 10.0% $1.438 7-Jul-2010 16,278 41,252
James H. Wicker, III 18,000 10.0% $1.438 7-Jul-2010 16,278 41,252
</TABLE>
----------
(1) The 5% and 10% assumed annual rates of appreciation are mandated by the
rules of the Securities and Exchange Commission and do not reflect the
Company's estimates or projections of future prices of the shares of the
Company's common stock. There can be no assurance that the amounts
reflected in this table will be achieved.
8
<PAGE> 10
In fiscal year 2000, none of the executive officers named in the Summary
Compensation Table exercised any of the options granted to him under the Option
Plan. The following table sets forth information with respect to the unexercised
options to purchase shares of the Company's Common Stock granted under the
Option Plan to the executive officers named in the Summary Compensation Table
and held by them at July 31, 2000.
FISCAL YEAR-END OPTION VALUES
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired FY-End FY-End
on Value Exercisable/ Exercisable/
Exercise Realized Unexercisable Unexercisable (1)
-------- -------- ------------- -----------------
<S> <C> <C> <C> <C>
Richard K. McClelland -- -- 150,400/291,000 --/--
Jeffrey N. MacDowell -- -- 8,000/58,000 --/--
Ray E. Schmitz -- -- 5,000/43,000 --/--
James H. Wicker, III -- -- 7,800/50,000 --/--
</TABLE>
(1) Based on the closing price of the Company's Common Stock on July 31, 2000
which price was $1.375 per share.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors and
executive officers, and persons who own more than 10% of the Company's common
stock, are required to report their initial ownership of the Company's common
stock and any subsequent changes in that ownership to the Securities and
Exchange Commission ("SEC"). Such persons are required by SEC regulation to
furnish the Company with copies of all such reports.
To the Company's knowledge, based solely on its review of the copies of
such reports and amendments thereto furnished to the Company, the Company
believes that during the Company's fiscal year ended July 31, 2000, all Section
16(a) filing requirements applicable to the Company's officers, directors, and
ten percent shareholders were met, except as follows: Messrs. Smiley, Bishop and
Kern failed to timely file two reports in connection with two transactions, and
Messrs McClelland, MacDowell, Schmitz and Wicker failed to timely file one
report. These were filed with the SEC on Form 5 "Annual Statement of Changes in
Beneficial Ownership."
STOCK PRICE PERFORMANCE
Set forth below is a line graph indicating the stock price performance of
the Company's common stock for the period beginning August 13, 1996 (the date of
the Company's initial public offering) and ending July 31, 2000 as contrasted
with the AMEX Market Index and the Russell 2000 Stock Index**. The graph assumes
that $100 was invested at the beginning of the period and has been adjusted for
any stock dividends distributed after August 13, 1996. No cash or stock
dividends have been paid during this period.
9
<PAGE> 11
COMPARATIVE CUMULATIVE TOTAL RETURN
AMONG DYNAMEX INC.,
NASDAQ COMPOSITE INDEX
AND RUSSELL 2000 INDEX
[CHART]
ASSUMES $100 INVESTED ON AUGUST 31, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JULY 31, 2000
COMPARISON OF CUMULATIVE TOTAL RETURN OF
COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
--------------------------------------------------------------------------
COMPANY/INDEX/MARKET 8/13/96 7/31/97 7/31/98 7/31/99 7/31/00
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Dynamex Inc 100.00 85.29 135.29 38.24 16.18
Russell 200 Index 100.00 133.37 136.45 145.05 162.90
AMEX Market Index 100.00 118.84 129.72 133.39 152.80
</TABLE>
----------
** The Russell 2000 Stock Index represents companies with a market
capitalization similar to that of the Company. The Company does not believe
it can reasonably identify a peer group because it believes that there is
only one public company engaged in lines of business directly comparative
to those of the Company.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of July 31, 2000 for (i) each person
known by the Company to own beneficially more than 5% of the common stock, (ii)
each director, (iii) each Named Executive and (iv) all directors and executive
officers of the Company as a group. Except pursuant to applicable community
property laws and except as otherwise indicated, each stockholder identified in
the table possesses sole voting and investment power with respect to its or his
shares.
10
<PAGE> 12
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
------------------------------
NAME OF BENEFICIAL OWNER NUMBER(1) PERCENT
------------------------ --------- -------
<S> <C> <C>
Richard K. McClelland............................................. 150,400 *
Kenneth H. Bishop................................................. 15,422 *
Brian J. Hughes(2)................................................ -- *
Wayne Kern........................................................ 18,460 *
Jeffrey N. MacDowell.............................................. 10,000 *
Ray E. Schmitz.................................................... 6,000 *
Stephen P. Smiley................................................. 14,160 *
James H. Wicker, III.............................................. 9,200 *
All directors and executive officers as a group................... 223,642 1.31%
Other 5% stockholders:
James M. Hoak, Jr.(3) 1,406,765 13.90%
Nathan H. Dardick ................................................ 678,100 6.64%
2331 Orrington Avenue
Evanston, IL 60201
Safeco FUNDS(4)................................................... 685,000 6.70%
Talon Asset Management, Inc.(5)................................... 534,960 5.30%
One North Franklin, Suite 450
Chicago, IL 60606
</TABLE>
----------
* Indicates less than 1%.
(1) Includes shares issuable upon the exercise of stock options outstanding and
fully vested as of July 31, 2000.
(2) Excludes 254,000 shares beneficially owned by Guidant Mutual Insurance
Company, which employs Mr. Hughes as Vice President -- Investments. Mr.
Hughes disclaims beneficial ownership of such shares.
(3) Mr. Hoak's address is One Galleria Tower, Suite 1050, 13355 Noel Road,
Dallas, Texas 75240. Excludes an aggregate of 38,661 shares owned by Mr.
Hoak's wife and children, to which shares Mr. Hoak disclaims beneficial
ownership. 215,334 of the shares beneficially owned by Mr. Hoak are owned
directly by CCP Investment Corporation, a Texas corporation, of which Mr.
Hoak is the sole owner and director.
(4) Based on information as of January 28, 2000, as reported on Schedule 13G
filed jointly by SAFECO Common Stock Trust, SAFECO Asset Management Company
and SAFECO Corporation, of which shares are owned beneficially by
registered investment companies for which each of SAFECO Common Stock Trust
at 10865 Willows Road NE, Redmond, WA 98052, SAFECO Asset Management
Company at 601 Union Street, Suite 2500, Seattle, WA 98101, and SAFECO
Corporation at SAFECO Plaza, Seattle, WA 98185, serve as advisors.
(5) Talon Asset Management, Inc. is an investment adviser as specified on
Schedule 13G filing dated March 10, 1999, and reported shares are owned
beneficially by registered investment companies for which Talon Asset
Management Inc. serves as investment adviser.
CERTAIN TRANSACTIONS
During the fiscal year ended July 31, 2000, the Company paid $120,000 to a
company affiliated with Kenneth Bishop, a director of the Company, for rent on
certain properties owned by such company. Rent payments for these properties are
$10,000 per month.
The Company has loaned Richard K. McClelland $204,000 in connection with
the exercise of certain stock options at the time of the follow-on public
offering. The principal amount of this loan is due in eight quarterly
installments beginning August 31, 1998, of $25,500 plus accrued interest which
accrues on the aggregate unpaid amount at the prime rate published by the
Company's primary lenders. During fiscal year 2000, the officer repaid the
remaining $102,000 of the loan principal plus accrued interest.
11
<PAGE> 13
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed BDO Seidman, LLP as the Company's
independent public accountants for the year ending July 31, 2001. BDO Seidman,
LLP has served as the Company's independent public accountants for the fiscal
years ended July 31, 1999 and 2000. Although the appointment of independent
public accountants is not required to be approved by the stockholders, the Board
of Directors believes stockholders should participate in the selection of the
Company's independent public accountants. Accordingly, the stockholders will be
asked at the meeting to ratify the Board's appointment of BDO Seidman, LLP as
the Company's independent public accountants for the year ending July 31, 2001.
Representative of BDO Seidman, LLP will be present at the meeting. They
will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions of the stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR BDO SEIDMAN, LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS AS DESCRIBED ABOVE.
MISCELLANEOUS
The Board of Directors knows of no other matters which are likely to come
before the Annual Meeting. If any other matters should properly come before the
Annual Meeting, it is the intention of the persons named in the accompanying
form of Proxy to vote on such matters in accordance with their best judgment.
The solicitation of proxies is made on behalf of the Board of Directors of
the Company, and the cost thereof will be borne by the Company. The Company will
also reimburse brokerage firms and nominees for their expenses in forwarding
proxy material to beneficial owners of the Common Stock of the Company. In
addition, officers and employees of the Company (none of whom will receive any
compensation therefore in addition to their regular compensation) may solicit
proxies. The solicitation will be made by mail and, in addition, may be made by
telegrams, personal interviews, or telephone.
By Order of the Board of Directors
Wayne Kern
Secretary
DATED: November 3, 2000
12
<PAGE> 14
DYNAMEX INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
[ ]
1. ELECTION OF DIRECTORS-- For Withhold For All
Nominees: 01-Richard K. McClelland, All All Except
02-Kenneth H. Bishop, [ ] [ ] [ ]
03-Brian J. Hughes,
04-Wayne Kern and
05-Stephen P. Smiley
INSTRUCTION: To withhold authority to vote for
any individual nominee, write that nominee's
name in the space below.
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2. The ratification of the Board of Directors'
appointment of BDO Seidman, LLP as
independent auditors of the Company for the For Against Abstain
year ended July 31, 2001. [ ] [ ] [ ]
3. In the discretion of the proxy, on any other
matter that may properly come before the For Against Abstain
meeting or any adjournment thereof. [ ] [ ] [ ]
Dated:
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Signature
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(Signature if held jointly)
Please date the proxy and sign your name exactly as it appears hereon. Where
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. Please sign the proxy and return it promptly whether or not you expect
to attend the meeting. You may nevertheless vote in person if you do attend.
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- FOLD AND DETACH HERE -
YOUR VOTE IS IMPORTANT!
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE> 15
PROXY PROXY
DYNAMEX INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Dynamex Inc. (the "Company") to be held on December
12, 2000, at 1:00 p.m., Dallas, Texas time, and the Proxy Statement in
connection therewith, and (b) appoints Richard K. McClelland his proxy, with
full power of substitution and revocation, 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 the Company standing in the name of the undersigned or with
respect to which the undersigned is entitled to vote and act at said meeting or
at any adjournment thereof, and the undersigned directs that his proxy be voted
as follows:
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS
AND FOR THE RATIFICATION OF BDO SEIDMAN, LLP AS INDEPENDENT AUDITORS FOR THE
COMPANY FOR THE YEAR ENDED JULY 31, 2001.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes, or any of them, may lawfully do by virtue
hereof.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
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5491 -- DYNAMEX INC.
