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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from to
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Commission File # 1-12145
SNYDER COMMUNICATIONS, INC.
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
SNYDER COMMUNICATIONS, INC.
(Name of the issuer of the securities held pursuant to the plan)
Snyder Communications, Inc.
6903 Rockledge Drive
Bethesda, Maryland 20817
(Address of principal executive office)
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NY2:\894004\01\74807.0003
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SNYDER COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
Financial Statements
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Report of Independent Public Accountants 3
Statement of Financial Position 4
Statement of Operations and Changes in Plan Equity 5
Notes to Financial Statements 6
Signatures 10
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Exhibits
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23.1 Consent of Arthur Andersen LLP 11
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Snyder Communications, Inc. Employee Stock Purchase Plan:
We have audited the accompanying statement of financial position of the
Snyder Communications, Inc. Employee Stock Purchase Plan (the "Plan") as of
December 31, 1999, and the related statement of operations and changes in plan
equity for the period July 1, 1999 (date of inception) through December 31,
1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Snyder
Communications, Inc. Employee Stock Purchase Plan as of December 31, 1999, and
the results of its operations and its changes in plan equity for the period July
1, 1999 (date of inception) through December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Vienna, Virginia
March 15, 2000
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The accompanying notes are an integral part of this statement.
SNYDER COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL POSITION
AS OF DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS:
Participant contributions receivable for SNC common stock purchases ...................... $256,658
Snyder Communications, Inc. contributions receivable for SNC common stock purchases ...... 44,675
Participant contributions receivable for Circle.com common stock purchases ............... 64,861
Snyder Communications, Inc. contributions receivable for Circle.com common stock purchases 11,059
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Total assets ........................................................ $377,253
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LIABILITIES AND PLAN EQUITY:
Payable for stock purchases of SNC common stock .......................................... $297,836
Payable for stock purchases of Circle.com common stock ................................... 73,727
Excess contribution payable to Plan participants ......................................... 5,690
Plan equity .............................................................................. --
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Total liabilities and plan equity ................................... $377,253
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</TABLE>
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The accompanying notes are an integral part of this statement.
SNYDER COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
FOR THE PERIOD JULY 1, 1999 (DATE OF INCEPTION) THROUGH
DECEMBER 31, 1999
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ADDITIONS
<S> <C>
Participant contributions for SNC common stock purchases ...................... $532,939
Snyder Communications, Inc. contributions for SNC common stock purchases ...... 91,797
Participant contributions for Circle.com common stock purchases ............... 64,861
Snyder Communications, Inc. contributions for Circle.com common stock purchases 11,059
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Total additions ................................................ 700,656
DEDUCTIONS
Purchases of SNC common stock ................................................. 323,403
Amount reserved for future purchases of SNC common stock ...................... 297,836
Amount reserved for future purchases of Circle.com common stock ............... 73,727
Refund of excess participant contributions .................................... 5,690
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Total deductions ............................................... 700,656
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NET ADDITIONS (DEDUCTIONS) .......................................................... --
PLAN EQUITY, date of inception ...................................................... --
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PLAN EQUITY, end of year ............................................................ $ --
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</TABLE>
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SNYDER COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
General
The following description of the Snyder Communications, Inc. ("Snyder")
Employee Stock Purchase Plan (the "Plan") is provided for general information
purposes only. More complete information regarding the Plan's provisions may be
found in the Plan document.
The Plan was approved by the shareholders of Snyder and adopted by the
Board of Directors (the "Board") of Snyder on May 6, 1999, and commenced
operations on July 1, 1999. In connection with a recapitalization completed by
Snyder on October 22, 1999, in which each share of Snyder common stock was
converted into one share of SNC common stock and .25 of a share of Circle.com
common stock, the Plan was amended and restated to enable employees to purchase
shares of SNC common stock and Circle.com common stock. All references to the
Plan herein refer to the Plan as amended.
The Plan provides a way for eligible employees of Snyder to become SNC
or Circle.com shareholders on favorable terms. The Plan provides for the
purchase of up to 2.5 million shares of SNC common stock and 625,000 shares of
Circle.com common stock by eligible employees through successive offering
periods. At the start of each offering period, participating employees make an
election to contribute up to a maximum of 10% of their compensation through
after-tax payroll deductions. At the end of the offering period, each employee's
accumulated contributions are used to purchase SNC common stock or Circle.com
common stock. The price for shares purchased under the Plan is 85% of the fair
market value at the end of the offering period.
The first offering period commenced on July 1, 1999 and ended on
September 30, 1999. The purchase price of SNC common stock was $12.909375, which
represents 85% of the fair market value of $15.1875, which was the price of SNC
common stock at the close of business on September 30, 1999. The second offering
period commenced on October 1, 1999 and ended on December 31, 1999. The purchase
price of SNC common stock was $16.3625, 85% of the fair market value of $19.25,
which was the price of SNC common stock at the close of business on December 31,
2000. The purchase price of Circle.com common stock was $10.465625, 85% of the
fair market value of $12.3125, which was the price of Circle.com commonstock
commonstock at the close of business on December 31, 2000.
Plan Administration
The Plan is administered by the Administrative Committee ("Committee")
of Snyder. The Committee has the authority to adopt, amend and rescind rules and
regulations governing the administration of the Plan. AST StockPlan, Inc. is the
record keeper of the Plan. National Discount Broker is the approved broker.
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SNYDER COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
Eligibility
Any employee of a Snyder U.S. subsidiary is eligible to participate in
the Plan if he or she meets all of the following requirements at the beginning
of an offering period: he or she works more than 20 hours a week, who for
purposes of Section 423 (b) (3) of the Internal Revenue Code ("IRC"), is deemed
to not own stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of Snyder. Employees of Snyder's
non-U.S. subsidiaries and one U.S. subsidiary do not participate in the Plan.
Participant Contributions
Eligible employees can contribute, through payroll deductions on an
after-tax basis, an amount up to 10% of their compensation, as defined in the
Plan, subject to certain limitations under the IRC. The Plan limits a
participant's ability to make changes in the amount withheld after the start of
an offering period. Amounts withheld are accumulated and used at the end of an
offering period to purchase shares under the Plan. Currently, federal income tax
laws prohibit plan participants from purchasing more than $25,000 worth of
common stock in a calendar year or any amount of common stock that would bring
total ownership to 5% or more of a company. The Plan also limits a participant
to purchase no more than 800 shares of SNC common stock or 200 shares of
Circle.com common stock during any offering period. Only whole shares of common
stock may be purchased under the Plan. Any amount remaining after the purchase
of whole shares is either carried forward to the subsequent offering period or
refunded to the participant, if he or she does not participate in the subsequent
offering period. In the event that there are insufficient shares available under
the Plan to satisfy purchase requests, the Committee will make a pro rata
allocation of available shares among participants.
Snyder may use the payroll deductions for any corporate purpose, and
Snyder has no obligation to segregate employees' payroll deductions from any
other funds of Snyder pending the purchase of shares at the end of each offering
period. No interest accrues or is paid on the participants' accumulated payroll
deductions.
Payment of Benefits
On the last day of the offering period, participant contributions are
used to purchase stock at the purchase price of 85% of the fair market value at
the exercise date. If a participant terminates employment, or if a participant
is no longer eligible to participate in the Plan, his or her payroll deductions
will be refunded.
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SNYDER COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
Excess Contributions Payable
An excess contribution is either an amount withheld in excess of the
10% of compensation limit in the Plan or an amount withheld that would permit a
participant to acquire more than $25,000 worth of common stock or purchase 800
shares of SNC common stock or 200 shares of Circle.com common stock. Excess
contributions payable at December 31, 1999, equaled $5,690.
Administrative Expenses
All administrative expenses of the Plan are paid by Snyder. Total
administrative expenses for the period July 1, 1999, through December 31, 1999,
equaled $123,668.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The Plan financial statements are prepared on the accrual basis of
accounting. Assets and liabilities of the Plan are stated at fair value.
Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires the Plan's management to use
estimates and assumptions that affect the accompanying financial statements and
disclosures. Actual results could differ from those estimates.
Security Transactions
Securities are issued directly by Snyder to the participants of the
Plan from treasury shares designated for the Plan.
3. TAX STATUS:
The Plan is intended to constitute an "employee stock purchase plan" as
described in Section 423 of the IRC. The Plan is not a qualified pension, profit
sharing or stock bonus plan under Section 401(a) of the IRC, and is not subject
to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
4. AMENDMENT OR TERMINATION OF THE PLAN:
Snyder's Board may modify, revise or terminate the Plan at any time,
although shareholder approval is necessary for certain changes. In the event of
Plan termination, the offering period in effect will close as scheduled,
participant contributions will be used to purchase shares and any remaining cash
will be refunded to the participants.
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SNYDER COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
5. SUBSEQUENT EVENTS:
On February 20, 2000, Havas Advertising ("Havas Advertising"), HAS
Acquisition Corp. and Snyder Communications, Inc. entered into an Agreement and
Plan of Merger (the "Merger Agreement"), pursuant to which HAS Acquisition Corp.
will be merged with and into Snyder Communications, with Snyder Communications
surviving as a subsidiary of Havas Advertising (the "Merger"). Under the terms
of the Merger Agreement, holders of SNC common stock will receive American
Depositary Shares of Havas Advertising ("Havas Advertising ADSs"), the number of
which will be based on a formula which values the SNC common stock at $29.50 per
share, and which will value the Havas Advertising ADSs (one ADS to be equal to a
fraction of a share of Havas Advertising stock) based on an average closing sale
price of the Havas Advertising stock on the Premier Marche of the Bourse de
Paris for the 20 days ending on the date immediately prior to the Merger,
subject to a minimum and maximum amount. The Circle.com common stock will remain
outstanding. The consummation of the Merger is subject to certain conditions,
including approval by the stockholders of each of Snyder and Havas Advertising
and receipt of all required regulatory approvals. The items included in the
notes to the Plan financial statements do not address any impact that the Merger
could have on the financial condition or results of operations of the Plan.
On March 15, 2000, the Committee suspended future purchases under the
Plan effective April 1, 2000. Participant contributions for the offering period
commencing on January 1, 2000, and ending on March 31, 2000, will be used to
purchase shares of SNC common stock and Circle.com common stock at 85% of the
fair market value at the exercise date (March 31, 2000). Participant
contributions to the Plan will cease after March 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee of the Company, which administers the Amended and
Restated Employee Stock Purchase Plan, has duly caused this annual report to be
signed on its behalf by the undersigned, hereunto duly authorized, on the 30th
day of March, 2000.
By: /s/ DAVID B. PAUKEN
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David B. Pauken
Administrative Committee Member
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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23.1 Consent of Independent Public Accountants
Exhibit 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into Snyder
Communications, Inc.'s previously filed Registration Statement File Nos.
333-91009, 333-82467, 333-74741, 333-33829 and 333-13079.
ARTHUR ANDERSEN LLP
Vienna, Virginia
March 30, 2000
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