<PAGE> 1
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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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-11(c) or Rule 14a-12
</TABLE>
Roadhouse Grill, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how 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> 2
[ROADHOUSE GRILL LOGO]
6600 NORTH ANDREWS AVENUE, SUITE 160, FT. LAUDERDALE, FLORIDA 33309
ROADHOUSE GRILL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ROADHOUSE GRILL - FORT LAUDERDALE RESTAURANT
3300 EAST COMMERCIAL BOULEVARD
FT. LAUDERDALE, FLORIDA 33308
NOVEMBER 4, 1999
10:00 A.M.
To Our Shareholders:
We are pleased to invite you to attend our 1999 Annual Meeting of
Shareholders:
I. To elect 5 directors who will serve until the next Annual Meeting of
Shareholders;
II. To ratify the selection of KPMG LLP as independent auditors for the
Company for fiscal year 2000;
III. To approve an amendment to the Company's 1998 Omnibus Stock Option
Plan to increase the number of shares issuable under the plan from
236,000 to 436,000.
IV. To conduct other business properly brought before the meeting.
Shareholders of record at the close of business on September 1, 1999 are
entitled to notice of and to vote at the meeting.
We hope that you are planning to attend the meeting so that you can meet
the members of our Board of Directors and our management team. It is important
that your shares are represented at the meeting. Whether or not you plan to
attend the meeting, please sign, date and return the enclosed proxy card in the
envelope provided. Instructions are included on your proxy card. You may change
your vote by sending in a signed proxy card with a later date or by attending
the meeting and voting in person. If you sign and return your proxy without
specifying how you would like your shares to be voted, each of your shares will
be voted in favor of each of proposals I, II and III above, and in the
discretion of the proxy holder on all other matters properly brought before the
meeting.
We look forward to seeing you on November 4, 1999.
By order of the Board of Directors,
/s/ Martin J. Bernholz
Secretary
Ft. Lauderdale, Florida
September 1, 1999
THE BOARD OF DIRECTORS RECOMMENDS A "YES" VOTE ON ALL PROPOSALS.
<PAGE> 3
ROADHOUSE GRILL, INC.
6600 NORTH ANDREWS AVENUE, SUITE 160, FT. LAUDERDALE, FLORIDA 33309
------------------------------------------------------------------
PROXY STATEMENT
------------------------------------------------------------------
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
GENERAL
The Board of Directors of Roadhouse Grill, Inc. is soliciting your proxy to
vote at our 1999 Annual Meeting of Shareholders (or at any adjournment or
postponement of the meeting).
We mailed this proxy statement, the enclosed proxy card and our Company's
1999 Annual Report on or about October 4, 1999 to all shareholders entitled to
vote.
Meeting Date, Time and Place
The meeting will take place on November 4, 1999 at 10:00 a.m. The meeting
site is at the Roadhouse Grill Fort Lauderdale restaurant located at 3300 East
Commercial Boulevard, Ft. Lauderdale, Florida 33308.
Shares Entitled to Vote
Shareholders entitled to vote are those who owned Roadhouse Grill's common
stock at the close of business on September 1, 1999 (referred to throughout this
proxy as the "record date"). As of the record date, there were 9,708,741 shares
of common stock outstanding. Each share of Roadhouse Grill common stock
represents one vote.
At the record date, Berjaya Group (Cayman) Limited ("Berjaya") beneficially
owned 6,035,466 shares of common stock. These shares represent 62.2% of the
total outstanding common stock. As a result, Berjaya is able to control the vote
on all matters requiring approval by the shareholders of the Company, to elect
the entire Board and, effectively, to control the Company. Berjaya has advised
us that it intends to vote in favor of each of the proposals presented
at the Annual Meeting. Accordingly, the approval of each proposal is assured.
Voting Your Proxy
Whether or not you plan to attend the annual meeting, we urge you to
complete, sign and date the enclosed proxy card and return it promptly in the
envelope provided. You can also submit your proxy electronically via the
Internet or by telephone, if those options are available to you, using the
instructions on the enclosed proxy card. Returning the proxy card will not
affect your right to attend the meeting and vote.
Voting instructions are included on your proxy card. If you properly fill
in your proxy card and send it in time to vote, one of the individuals named on
your proxy card (your "proxy") will vote your shares as you have directed.
If you submit the proxy card but do not make specific choices, your proxy
will follow the Board's recommendations and vote your shares:
- - "FOR" the election of all 5 nominees for director (as described on page 6
"Election of Directors");
- - "FOR" the ratification of KPMG LLP as the Company's independent auditors
for fiscal year 2000 (as described on page 12 "Ratification of KPMG LLP as
Independent Auditors for the Company for fiscal year 2000");
- - "FOR" the approval of an amendment to the 1998 Omnibus Stock Option Plan
increasing the number of shares issuable under the plan from 236,000 to
436,000 (as described on page 13 "Amendment to Increase the Number of
Shares Available Under the 1998 Omnibus Stock Option Plan");
If any other matter is properly presented at the meeting, your proxy will
vote in accordance with his or her best judgment. At the time this proxy
statement was printed, we knew of no other matters to be acted on at the
meeting.
1
<PAGE> 4
Revoking Your Proxy
You may revoke your proxy by:
- - sending in another signed proxy card with a later date,
- - notifying our Secretary, Martin Bernholz, in writing before the meeting
that you have revoked your proxy, or
- - voting in person at the meeting.
You should know that your attendance at the meeting will not, in itself,
constitute a revocation of your proxy.
Voting in Person
If you plan to attend the meeting and vote in person, we will give you a
ballot when you arrive. However, if your shares are held in the name of your
broker, bank or other nominee, you must bring an account statement or letter
from the nominee indicating that you were the beneficial owner of the shares as
of the record date.
Quorum Required
A quorum of shareholders is necessary to hold a valid meeting. The
presence, in person or by proxy, at the meeting of shareholders representing a
majority of the votes of the common stock entitled to vote constitutes a quorum.
Abstentions and broker "non-votes" are counted as present for establishing a
quorum. A broker non-vote occurs on an item when a broker is not permitted to
vote on that item absent instruction from the beneficial owner of the shares and
no instruction is given.
Vote Necessary to Approve Proposals
The election of directors requires a plurality of the votes cast. All other
proposals require the affirmative vote of a quorum. Shares represented by
proxies marked to withhold authority to vote, and shares represented by proxies
that indicate that the broker or nominee shareholder thereof does not have
discretionary authority to vote them, will be counted to determine the existence
of a quorum at the Annual Meeting, but will not affect any vote required.
Solicitation
The enclosed proxy is solicited by our management at the direction of the
Board. We will bear the entire cost of solicitation of proxies in the enclosed
form, including preparation, assembly, printing and mailing of this proxy
statement and any additional information furnished by us to shareholders.
Original solicitation of proxies by mail may be supplemented by telephone or
personal solicitation by our directors, officers or our other regular employees,
or by agents employed by us for the specific purpose of supplemental proxy
solicitation. We will pay soliciting agents a reasonable fee for their services.
We will not pay any additional compensation to our directors, officers or our
other regular employees for such services. We may reimburse persons holding
shares in their names for others, or holding shares for others who have the
right to give voting instructions, such as brokers, banks, fiduciaries and
nominees, for their reasonable expenses in forwarding the proxy materials to
their principals.
Certain Information Concerning the Board of Directors
This information is contained under Proposal I.
Certain Information Concerning Executive Officers
Information regarding our executive officers, who are not also our
directors, as of August 24, 1999, is as follows:
GLENN E. GLASSHAGEL, age 54. Mr. Glasshagel joined our Company in October
1998 as Chief Financial Officer, Executive Vice President of Finance and
Treasurer. From September 1996 until joining our Company, Mr. Glasshagel was
Executive Vice President and Chief Financial Officer for Casino Software
Corporation, Las Vegas, Nevada, a Vancouver Stock Exchange start-up company.
From August 1992 until August 1996, he served as
2
<PAGE> 5
Vice President of Finance and Chief Financial Officer for HomeTown Buffet, Inc.
("HomeTown"), San Diego, California. HomeTown was acquired by Buffets, Inc.
(NASDAQ "BOCB") in August 1996.
MARK SCOBEE, age 36. Mr. Scobee was appointed Vice President of Operations
of our Company in May 1998. Previously he served as Vice President of Human
Resources and Director of Operations from March 1993 to May 1998. From August
1991 until joining our Company, Mr. Scobee was an Area Supervisor for Logan's
Roadhouse, Inc., Nashville, Tennessee.
MARTIN J. BERNHOLZ, age 47. Mr. Bernholz has served as our Secretary and
General Counsel since February 1998. From 1989 to present, Mr. Bernholz has
served as the President of National Retail Group, Inc. ("NRG"), a real estate
and retailing consulting firm which has provided supportive management services
to a variety of retail companies, and provides services to the Company. (See
"Certain Relationships and Related Transactions" on page 15). Mr. Bernholz
serves as the Chairman of the Board of various retail companies and as a member
of the Board of Directors of various retail companies including The White House,
Inc. Mr. Bernholz was retained in October 1997 to provide management consulting
services and administrative direction in the restructuring of Roasters
Corporation ("Roasters"), a company in serious financial distress. At the
request of the shareholders of Roasters, Mr. Bernholz accepted the position of
Chief Executive Officer and Director of Roasters at that time. In March 1998,
Roasters filed for protection from creditors under Chapter 11 of the Bankruptcy
Code, and Mr. Bernholz relinquished the position of Chief Executive Officer. On
behalf of the same investor group, Mr. Bernholz accepted the offices of Chief
Executive Officer and Director of East Coast Bagels, Inc. ("East Coast"), also
in financial distress, concurrent with action by East Coast in February 1998 to
seek protection from creditors under Chapter 11 of the Bankruptcy Code. Roasters
and East Coast were sold in March 1999 and November 1998, respectively.
3
<PAGE> 6
SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
The following table indicates the share ownership, as of August 24, 1999,
of directors and executive officers based on information provided by these
individuals and all directors and executive officers as a whole.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS
- ------------------------------------ ------------------ ----------------
<S> <C> <C>
Vincent Tan(1) 6,045,466 62.3%
Ayman Sabi(2) 210,500 2.2%
Philip Friedman(3) 20,000 *
Phillip Ratner(4) 15,000 *
Glenn E. Glasshagel(5) 25,000 *
Mark Scobee(6) 22,167 *
Alain K.K. Lee(7) 10,000 *
Martin Bernholz(8) 80,800 *
Dennis C. Jones(9) - -
All executive officers and directors 6,428,933 66.2%
as a group(10)(eight persons)(1)(2)(3)(4)(5)(6)(7)(8)
</TABLE>
* Less than 1%
- -----------------------------------
(1) Mr. Vincent Tan was elected Chairman of the Board of Directors of our
Company in February 1998. The common stock shown above includes (i) 6,035,466
shares beneficially owned by Berjaya and (ii) 10,000 shares of common stock
issuable upon exercise of options beneficially owned by Mr. Tan that are
exercisable within 60 days of August 24, 1999. As Chairman/Chief Executive
Officer of Berjaya Group Berhad, the owner of 100% of the outstanding shares of
Berjaya, Mr. Tan may be deemed to be the beneficial owner of all of the shares
owned by Berjaya in accordance with Rule 13d-3 under the Securities and Exchange
Act of 1934. Mr. Tan disclaims ownership of the shares beneficially owned by
Berjaya. The address for Mr. Tan and Berjaya is Level 28, Menara Shahzan Insas,
30 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
(2) Includes (i) 207,500 shares of common stock issuable upon exercise of
options beneficially owned by Mr. Sabi that are exercisable within 60 days of
August 24, 1999 and (ii) 3,000 shares of common stock beneficially owned by Mr.
Sabi. Mr. Sabi is an agent for Arab Multinational Investment Company and Societe
Financiere Privee S.A. Geneve. Mr. Sabi disclaims ownership of (i) 160,565
shares beneficially owned by Arab Multinational Investment Company; and (ii)
411,950 shares beneficially owned by Societe Financiere Privee S.A. Geneve, in
accordance with Rule 13d-3 under the Securities and Exchange Act of 1934.
(3) Represents 20,000 shares of common stock issuable upon exercise of options
beneficially owned by Mr. Friedman that are exercisable within 60 days of
August 24, 1999.
(4) Represents 15,000 shares of common stock issuable upon exercise of options
beneficially owned by Mr. Ratner that are exercisable within 60 days of
August 24, 1999.
(5) Represents 25,000 shares of common stock issuable upon exercise of options
beneficially owned by Mr. Glasshagel that are exercisable within 60 days of
August 24, 1999.
(6) Represents (i) 21,667 shares of common stock issuable upon exercise of
options beneficially owned by Mr. Scobee that are exercisable within 60 days of
August 24, 1999 and (ii) 500 shares of common stock beneficially owned by Mr.
Scobee.
(7) Represents 10,000 shares of common stock issuable upon exercise of options
beneficially owned by Mr. Lee that are exercisable within 60 days of August 24,
1999.
(8) Includes (i) 62,500 shares of common stock issuable upon exercise of options
beneficially owned by Mr. Bernholz exercisable within 60 days of August 24,
1999, and (ii) 18,300 shares of common stock beneficially owned by Mr. Bernholz.
(9) Mr. Jones resigned as Chief Financial Officer and Executive Vice President
of the Company effective October 1998.
(10) Includes 371,667 shares of common stock subject to options that are
exercisable within 60 days of August 24, 1999.
4
<PAGE> 7
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table indicates any individual known to the Company to be a
beneficial owner of more than five percent of the Company's common stock as of
August 24, 1999.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS
- ------------------------------------ ------------------ ----------------
<S> <C> <C>
Berjaya Group (Cayman) Limited(1) 6,035,466 62.2%
Dr. Christian F. Horn(2) 567,922 5.9%
Cupertino Ventures Partnership III, L.P.(2) 551,256 5.7%
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our directors and executive officers and persons who
own more than 10% of our common stock to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership in
our common stock. Specific due dates for these records have been established and
we are required to report in this Proxy Statement any failure to file by these
dates in 1998.
The following individuals inadvertently failed to file a timely Form 3,
Initial Statement of Beneficial Ownership of Securities, during fiscal year
1999: Mr. Alain K.K. Lee and Mr. Glenn E. Glasshagel. These individuals have
since filed Form 3. The following individuals inadvertently failed to file a
timely Form 4, Statement of Beneficial Ownership, during fiscal year 1999: Mr.
Ayman Sabi, Mr. Mark Scobee, and Mr. Martin Bernholz. However, in each case
where individuals inadvertently failed to file a timely report, a Form 5, Annual
Statement of changes in Beneficial Ownership, was filed by each individual with
the Securities and Exchange Commission for fiscal year 1999.
- ----------------------------------------
(1)The common stock shown above includes (i) 6,035,466 shares beneficially owned
by Berjaya. As Chairman/Chief Executive Officer of Berjaya Group Berhad, the
owner of 100% of the outstanding shares of Berjaya, Mr. Tan may be deemed to be
the beneficial owner of all of the shares owned by Berjaya in accordance with
Rule 13d-3 under the Securities and Exchange Act of 1934. Mr. Tan disclaims
ownership of the shares beneficially owned by Berjaya.
(2) Includes (i) 16,666 shares of common stock beneficially owned by Dr. Horn
and (ii) 551,256 shares beneficially owned by Cupertino Ventures Partnership
III, L.P. ("Cupertino"). As the Managing Partner of Horn Ventures II, L.P., a
General Partner of Cupertino, Dr. Horn may be deemed to the beneficial owner of
all the shares owned by Cupertino in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934. Dr. Horn served as Chairman of the Board of
Directors of the Company from August 1996 to July 1997 and was a director of the
Company from January 1994 to July 1997. He resigned from both capacities in July
1997. The address for Dr. Horn and Cupertino is 20300 Stevens Creek Blvd., Suite
330, Cupertino, California, 95014.
5
<PAGE> 8
PROPOSAL I
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
IN FAVOR OF EACH NAMED NOMINEE.
Our Board of Directors has nominated five directors for election at the
Annual Meeting. Each nominee is currently serving as one of our directors. If
you re-elect them, they will hold office until the next Annual Meeting or until
their successors have been elected and qualified.
Your proxy will vote for each of the nominees unless you specifically
withhold authority to vote for a particular nominee. If any nominee is unable to
serve, your proxy may vote for another nominee proposed by the Board or the
Board may reduce the number of directors to be elected.
NOMINEES FOR DIRECTORS
VINCENT TAN, age 47. Our Board of Directors elected Vincent Tan as Chairman
of the Board of Directors of the Company in February 1998. Vincent Tan is the
Chairman and Chief Executive Officer of Berjaya Group Berhad, a Malaysian
company which owns Berjaya, the majority shareholder of the Company. Mr. Tan has
been Chief Executive Officer of Berjaya Group Berhad since 1984.
AYMAN SABI, age 35. Mr. Sabi was elected our President and Chief Executive
Officer in February 1998. He served as Chairman of the Company's Executive
Committee from November 1997 to February 1998. Mr. Sabi became a director of the
Company in February 1997. Mr. Sabi has served as the Chairman and Chief
Executive Officer of SABi International Developments, Inc. ("SABi"), a trading,
contracting and investment company which owns, operates and invests in various
restaurant and retail concepts, both domestically and internationally since
1989. Mr. Sabi also serves, as a member of the Board of Directors of various
retail companies and financial institutions including The White House, Inc.;
Tunis International Bank, Tunisia and New Global Holdings.
PHILIP FRIEDMAN, age 52. Mr. Friedman has served as a director of the
Company since September 1996. Since March 1999, Mr. Friedman has served as
President of McAlister's, Inc. Mr. Friedman served as President of Panda
Management, Inc. from January 1996 to March 1999. In addition, since June 1986,
Mr. Friedman has served as the President of P. Friedman & Associates, Inc., a
business planning and management consulting firm. Mr. Friedman is also a
director of Eateries, Inc., Paramark, Inc. and Romacorp, Inc.
PHILLIP RATNER, age 54. Mr. Ratner has served as a director of the Company
since March 1997. Since October 1998, he has served as President and Chief
Executive Officer of Furrs Bishop Cafeteria, Inc. (NYSE "CHI"), Richardson,
Texas. From June 1994 to May 1998, he was the Chairman of the Board, President
and Chief Executive Officer of Spaghetti Warehouse, Inc. (NYSE "SWH"), Garland,
Texas. From 1984 to 1994, Mr. Ratner served in various executive positions with
Acapulco Restaurants, Inc., Long Beach, California.
ALAIN K.K. LEE, age 42. Mr. Lee was elected as a director in January 1998.
Mr. Lee is currently Vice President of Corporate Affairs and Franchising. From
1993 to 1998, Mr. Lee served as the Deputy General Manager for Berjaya Group
Berhad. He has served on the Board of Roasters Asia Pacific (Malaysia) since
1994. In addition, Mr. Lee has served on the Board of Roadhouse Grill Asia
Pacific (Malaysia) since 1996. Mr. Lee has also served as Berjaya Group Berhad
Chief Financial Officer from 1990 to 1993, and Deputy Chief Executive Officer of
several other Berjaya Group Berhad companies from 1993 to 1998.
MEETINGS AND COMMITTEES OF THE BOARD AND DIRECTOR COMPENSATION
During fiscal year 1999, the Board held four meetings and all directors
attended each of these Board meetings, either in person or by telephone, except
Mr. Tan, who attended two meetings.
The Board has two standing committees: the Audit Committee and the
Compensation and Stock Option Committee. The Audit Committee recommends
engagement of our auditors, reviews and approves services performed by such
auditors, reviews and evaluates our accounting system and its system of internal
controls, and performs other related duties delegated to such Committee by the
Board. The members of the Audit Committee are Messrs. Friedman,
6
<PAGE> 9
Ratner, and Lee. The Compensation and Stock Option Committee is responsible for
recommending to the Board executive compensation levels and executive and
overall compensation policies. The members of the Compensation and Stock Option
Committee are Messrs. Tan and Ratner.
During fiscal year 1999, employee directors and non-employee directors both
received reimbursement of out-of-pocket expenses and directors' fees of $2,500
for each regular Board meeting attended.
7
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table indicates the amount of
compensation paid or accrued by us to or on behalf of our Chief Executive
Officer and to each of our two most highly compensated executive officers during
fiscal year 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ------------------------ -------------------------
Restricted Securities
Name and Principal Position Other Annual Stock Underlying LTIP All Other
--------------------------- Year(1) Salary Bonus Compensation Award(s) Options/SAR's Payouts Compensation
------- ------ ----- ------------ -------- ------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ayman Sabi 1999 $373,846 $120,000 - - 15,000 - -
Director, President 1998 117,692 - - - 195,000 - -
And Chief Executive Officer 1997 - - $60,000(2) - 5,000 - -
1996 - - - - - - -
Dennis C. Jones(3) 1999 $ 95,740 - - - - - -
Former Chief Financial Officer 1998 47,306 - - - - - -
and Executive Vice President 1997 132,527 - - - 46,666 - -
1996 72,692 - - - - - -
Mark Scobee 1999 $118,546 $ 30,000 - - 10,000 - -
Vice President of Operations 1998 33,412 - - - - - -
1997 89,915 - - - 10,000 - -
1996 78,461 - - - 11,666 - -
</TABLE>
- ----------------------------------
(1) 1998 amounts are for the 17 weeks ended April 26, 1998 (the "transition
period").
(2) Amounts represent fees paid to SABi International, a management consulting
and investment firm owned by Mr. Sabi. (Please see "Certain Relationships and
Related Transactions" on page 15).
(3) Mr. Jones resigned as Chief Financial Officer and Executive Vice President
of the Company effective October 1998.
8
<PAGE> 11
OPTION GRANTS TABLES
The following table sets forth information concerning the stock options
granted in fiscal year 1999 to the Named Executives:
OPTION GRANTS IN 1999 FISCAL YEAR
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF PERCENT OF TOTAL ANNUAL RATES OF PRICE
SECURITIES UNDERLYING OPTIONS GRANTED TO EXERCISE OR BASE EXPIRATION APPRECIATION OVER
NAME OPTIONS GRANTED EMPLOYEES IN FISCAL YEAR PRICE ($/SH) DATE OPTION TERM
- ---- --------------- ------------------------ ------------ ---- -----------
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C>
Mark Scobee 10,000 2.5% $6.00 December 2008 $37,734 $95,625
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Our executive compensation program is administered by the Compensation and
Stock Option Committee (the "Committee") of the Board, which has responsibility
for all aspects of the compensation program for the executive officers of the
Company. The Committee is composed of two directors who are not eligible to
participate in any of the Company's executive compensation programs.
OVERVIEW AND PHILOSOPHY
The Objectives of the Company's executive compensation programs are to:
- - Attract, motivate and retain the highest quality executives.
- - Align their financial interests with those of the Company's shareholders.
- - Inspire them to achieve tactical and strategic objectives in a manner
consistent with the Company's corporate values.
In furtherance of these objectives, the Company's executive compensation
policies and programs are designed to:
- - Focus participants on high priority goals to increase shareholder value.
- - Encourage behaviors that exemplify the Company's core values relating to
customers, quality of performance, employees, integrity, teamwork and good
citizenship.
- - Increase executive stock ownership to promote a proprietary interest in the
success of the Company.
There are two major components of the Company's executive officer
compensation: (1) base salary and (2) long-term stock incentives. The Company
has an annual cash bonus incentive program for the President and Chief Executive
Officer and for other executive officers based on the Company's annual
performance.
9
<PAGE> 12
BASE SALARY
In establishing base salaries for executive officers, the Committee
considered (1) the significant scope of the duties and responsibilities of each
officer's position, (2) individual contributions, (3) the increased experience
level gained over the preceding period by those executive officers holding new
positions, (4) the Committee's overall philosophy of paying executive officers
according to a competitive framework, and (5) comparable compensation practices
in the casual dining industry.
Compensation for the 1999 fiscal year for Ayman Sabi, Roadhouse Grill's
President and Chief Executive Officer, consisted primarily of a base salary,
bonuses based on corporate performance and stock option awards. The Committee
determined Mr. Sabi's base salary for 1999 after considering several factors,
including those described above with respect to all executives under base
compensation. Specifically, the Committee focused on Mr. Sabi's role in the
continuing profitability of Roadhouse Grill. The Committee also focused on Mr.
Sabi's experience, the demand for executives with these skills and the Company's
desire to continue to retain his services. In addition, the Committee also
considered Mr. Sabi's commitment to the long-term success of Roadhouse Grill.
Mr. Sabi's annual compensation for fiscal year 1999 was $373,846 and bonus based
on corporate performance for fiscal year 1999 amounted to $120,000.
LONG-TERM STOCK INCENTIVES
The Committee believes that stock options are an important component of
executive compensation. The Company believes that stock options encourage
executive officers to remain in the Company's employ, as long-term rewards are
linked to stock price appreciation.
The Board adopted the 1994 Stock Option Plan (the "1994 Plan") with an
effective date of February 14, 1994. The Board and the shareholders of the
Company amended and restated the 1994 Plan effective November 8, 1996. The 1994
Plan provides for grants of nonqualified stock options to Company employees and
to non-employee officers, directors and consultants of the Company. The
Compensation and Stock Option Committee administer the 1994 Plan. A maximum of
516,666 shares of common stock may be issued pursuant to the Plan.
The 1998 Omnibus Stock Option Plan (the "1998 Plan") was authorized by the
Board of Directors of Roadhouse Grill, Inc. on August 28, 1998, and was approved
by the Company's shareholders in the Annual Meeting of Shareholders on December
9, 1999. The 1998 Plan was adopted for employees, key executives and directors
of the Company. The 1998 Plan authorized options to purchase 236,000 shares of
the Company's common stock. The Compensation and Stock Option Committee
administer the 1998 Plan. A maximum of 236,000 shares of common stock may be
issued pursuant to the Plan.
As of April 25, 1999, options to purchase 497,634 shares were outstanding
under both plans at a weighted-average exercise price of $4.73 per share. Under
the 1994 Plan, 3,333 options vested immediately upon their grant and all other
options granted to date under the Plan vest over a three-year period from the
date of grant, subject to the acceleration of vesting upon a change of control
of the Company. Under the 1998 Plan, 118,000 vest over a three-year period from
December 16, 1998 and the remainder of the options vest over a three-year period
from December 16, 1999, subject to the acceleration of vesting upon a change of
control of the Company.
The term of the options is determined by the Committee, but in any event may
not exceed ten years from the date of grant. The exercise price, which is the
fair market value on the date of the grant, may be paid in cash, common stock or
a combination of both cash and common stock.
OTHER INFORMATION
Section 162(m) of the Internal Revenue Code places an annual limitation of
$1,000,000 on the compensation of certain executive officers of publicly held
corporations that can be deducted for federal income tax purposes unless such
compensation is based on performance. No executive officer of the Company
received annualized compensation in excess of $1,000,000 during the 1999 fiscal
year, the transition period, or in any prior year. The Company's bonus and
equity-based compensation plans are designed to meet the requirements of Section
162(m) by basing all incentive compensation on identifiable performance
criteria. The Committee does not anticipate that any executive officer base
salary will exceed $1,000,000.
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<PAGE> 13
COMPENSATION AND STOCK OPTION COMMITTEE
VINCENT TAN
PHILLIP RATNER
PERFORMANCE GRAPH
The following line graph compares the percentage change in the cumulative
total return of Roadhouse Grill's ("GRLL") common stock, Nasdaq Combination
Composite Index ("NASDAQ") and a Company compiled peer group index ("PEER")
consisting of Rare Hospitality International, Inc. ("RARE"); Lone Star
Steakhouse & Saloon ("STAR") and Outback Steakhouse, Inc. ("OSSI"), over the
period December 30, 1996 through April 25, 1999. The graph assumes an initial
investment of $100 on December 30, 1996, the first day of fiscal year 1997, and
the reinvestment of dividends, if any.
The Company's common stock commenced trading on NASDAQ on November 26,
1996.
GRLL NASDAQ PEER GROUP
Dec-96 100.00 100.00 100.00
Dec-97 63.10 88.23 107.28
Apr-98 139.60 121.60 128.82
Apr-99 129.73 136.06 90.24
CERTAIN INDEMNIFICATION AGREEMENTS
Pursuant to our Articles of Incorporation and Bylaws, we are obligated
to indemnify each of our directors and officers to the fullest extent permitted
by Florida law with respect to all liability and loss suffered, and reasonable
expense incurred, by such person in any action, suit or proceeding in which such
person was or is made or threatened to be made a party or is otherwise involved
by reason of the fact that such person is or was our director or officer. We are
also obligated to pay the reasonable expenses of indemnified directors or
officers in defending such proceedings if the indemnified party agrees to repay
all amounts advanced should it be ultimately determined that such person is not
entitled to indemnification.
We maintain an insurance policy covering our directors and officers under
which the insurer agrees to pay, subject to certain exclusions, for any claim
made against our directors and officers for a wrongful act for which they become
legally obligated to pay or for which we are required to indemnify our directors
or officers.
11
<PAGE> 14
PROPOSAL II
RATIFICATION OF KPMG LLP AS INDEPENDENT
AUDITORS FOR THE COMPANY FOR FISCAL YEAR 2000
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
The Audit Committee has selected the accounting firm of KPMG LLP to serve
as our independent auditors for fiscal year 2000. KPMG LLP served as our
independent auditors during the 1999 fiscal year. You are being asked to ratify
this selection.
It is expected that representatives of KPMG LLP will attend the meeting,
will have the opportunity to make a statement if they so desire and will be
available to respond to appropriate shareholder questions.
During fiscal year 1999, there were no disagreements or "reportable events"
with the our independent auditors.
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<PAGE> 15
PROPOSAL III
AMENDMENT TO INCREASE THE NUMBER OF SHARES AVAILABLE UNDER THE
1998 STOCK OPTION PLAN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
IN FAVOR OF THIS PROPOSAL.
The 1998 Omnibus Stock Option Plan was authorized by our Board of Directors
on August 28, 1998, and was approved by our shareholders on December 9, 1999. We
believe that the plan promotes our interests by enabling us to provide our
directors, officers, key employees and other consultants with a stronger
incentive to contribute to our continued success and growth through the
opportunity to acquire a proprietary interest in us. In addition, we believe
that the plan assists us in attracting and retaining the services of key
personnel of outstanding ability. As adopted, the plan authorized the issuance
of an aggregate of 236,000 shares of our common stock. As described below you
are being asked to increase the number of shares available for issuance under
the plan to 436,000. (For Plan Purpose, Definitions, Administration and Amended
Shares subject to the plan, please see Exhibit A).
The plan is administered by the Compensation and Stock Option Committee of
our Board of Directors. The Committee has full power, subject to the provisions
of the plan, to grant options, construe and interpret the plan, establish rules
and regulations with respect to the plan and/or options granted under the plan
and perform all other acts, including the delegation of administrative
responsibilities, that it believes reasonable and necessary. The Committee has
the sole discretion, subject to the provisions of the plan, to determine the
participants eligible to receive options under the plan and the amount, type,
and terms of any options and the terms and conditions of option agreements
relating to any option.
The plan authorizes the issuance of stock options which consist of either
non-statutory stock options or incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended. The Committee has
the power to determine the vesting, exercisability, payment and other
restrictions applicable to any option (which may include, without limitation,
restrictions on transferability or provision for mandatory resale to us).
FEDERAL INCOME TAX CONSEQUENCES
Incentive Stock Options. The grant of an incentive stock option has no
immediate tax consequences to the optionee or to us. The exercise of an
incentive stock option generally has no immediate tax consequences to the
optionee (except to the extent it is an adjustment in computing alternative
minimum taxable income) or to us. If an optionee holds the shares acquired
pursuant to the exercise of an incentive stock option for the required holding
period, the optionee generally recognizes long-term capital gain or loss upon a
subsequent sale of the shares in the amount of the difference between the amount
realized upon the sale and the exercise price of the shares. In such a case, we
are not entitled to a deduction in connection with the grant or exercise of the
incentive stock option or the sale of shares acquired pursuant to such exercise.
If, however, an optionee disposes of the shares prior to the expiration of the
required holding period, the optionee recognizes ordinary income equal to the
excess of the fair market value of the shares on the date of exercise (or the
proceeds of disposition, if less) over the exercise price, and we are entitled
to a corresponding deduction if applicable withholding requirements are
satisfied. The required holding period is two years from the date of grant and
one year after the date the shares are issued.
Non-qualified Options. The grant of a non-qualified stock option has no
immediate tax consequences to the optionee or us. Upon the exercise of a
non-qualified stock option, the optionee recognizes ordinary income in an amount
equal to the excess of the fair market value of the shares on the date of
exercise over the exercise price, and we are entitled to a corresponding
deduction if applicable withholding requirements are satisfied. The optionee's
tax basis in the shares is the exercise price plus the amount of ordinary income
recognized by the optionee, and the optionee's holding period will commence on
the date the shares are received. Upon a subsequent sale of the shares, any
difference between the optionee's tax basis in the shares and the amount
realized on the sale is treated as a long-term or a short-term capital gain or
loss, depending on the holding period of a the shares and assuming the shares
are held as capital assets.
OPTIONS GRANTED UNDER THE PLAN
As of August 24, 1999 options to purchase 179,800 shares of our common stock
were outstanding and exercisable at exercise price of $6.00 per share (in each
case equal to or in excess of the fair market value of our common stock as of
the dates of grant). 56,200 shares of our common stock are presently available
for grant under the plan. As of August 23, 1999, the last reported sales price
of our common stock on the Nasdaq Stock Market National Market System was $6.00.
The table below indicates, as of August 24, 1999 the aggregate number of
options we have granted under the plan since its inception to the persons and
groups indicated, and the number of outstanding options held by such persons and
groups as of such date.
Name of Individual or Group Granted Outstanding
- --------------------------- ------- -----------
All Current Executive Officers -0- -0-
All Current Directors who are not -0- -0-
Executive Officers
All Current Employees, other than 209,500 179,800
Current Executive Officers
AMENDMENT TO THE PLAN
On September 24, 1999 our Board of Directors approved, subject to the
approval of our shareholders, to amend the plan to increase the number of shares
issuable pursuant to the plan from 236,000 shares to 436,000 shares. The purpose
of increasing the number of shares available for issuance under the plan is to
ensure that we will continue to be able to grant options as incentives to those
individuals upon whose efforts we rely for our continued success and
development.
13
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Berjaya directly or indirectly owns Roadhouse Grill Asia Pacific (H.K.)
Limited ("Roadhouse Grill Hong Kong") and Roadhouse Grill Asia Pacific (Cayman)
Limited ("Roadhouse Grill Asia"). In January 1996, we entered into a Master
Development Agreement with Roadhouse Grill Hong Kong which provides for the
development and franchising of Roadhouse Grill restaurants in Hong Kong. Under
the agreement, Roadhouse Grill Hong Kong is not required to develop any specific
number of restaurants in Hong Kong, but any restaurants that it develops are
credited against the development obligations of Roadhouse Grill Asia under
Roadhouse Grill Asia's Master Development Agreement with us. Roadhouse Grill
Hong Kong or its affiliates are not required to pay any franchise or reservation
fee for restaurants developed, but it is responsible for paying or
reimbursing approved expenses incurred by the Company in connection with the
opening of each restaurant. In addition, Roadhouse Grill Hong Kong is required
to pay a royalty in connection with the operation of each of its restaurants in
the amount of 2% of gross sales. Under certain circumstances, Roadhouse Grill
Hong Kong or we may grant franchises to third parties in Hong Kong. In that
event, we are entitled to receive 50% of any franchise and reservation fees and
40% of any royalty fee payable by the third party franchisee, subject to
limitations on the amounts payable to us of $10,000 per restaurant in the case
of franchise and reservations fees and 2% of gross sales in the case of royalty
fees. We did not recognize royalty income from Roadhouse Grill Hong Kong for
fiscal year 1999, the transition period 1998 and fiscal year 1997.
In January 1996, we also entered into a Master Development Agreement with
Roadhouse Grill Asia, which covers countries in Asia and the Pacific Rim (other
than Hong Kong), including but not limited to, Australia, China, India,
Indonesia, Japan, Malaysia, New Zealand, Singapore, South Korea, the Philippines
and Thailand. Under the agreement, Roadhouse Grill Asia is required to open and
maintain at least thirty Roadhouse Grill restaurants during the first ten years
of the term of the agreement, with a minimum of two restaurants to be developed
each year. Under certain circumstances, Roadhouse Grill Asia or we may grant
franchises to third parties in the territory. The fee arrangements under the
agreement are substantially the same as those under the agreement between us and
Roadhouse Grill Hong Kong.
As of December 28, 1997, there were three Roadhouse Grill restaurants
operating in Malaysia under the Master Development Agreement with Roadhouse
Grill Asia. Since December 28, 1997, two of the franchised restaurants in
Malaysia ceased operation. We recorded $16,000, $95,000, $51,000 and $44,000 in
royalty income from those restaurants during fiscal year 1999, the transition
period 1998, fiscal year 1997 and fiscal year 1996, respectively.
At April 26, 1998 and December 28, 1997, we issued to Berjaya a promissory
note for funds borrowed from Berjaya in the amounts of $1.5 million and $3.0
million, respectively.
On January 12, 1998, we paid $1.5 million of the $3.0 million original
amount due. On February 6, 1998, our Board of Directors approved the issuance of
400,000 shares of common stock to Berjaya, the majority shareholder of the
Company, to convert the remaining $1.5 million of debt outstanding to common
equity at a price of $3.75 per share, based on the closing market price as of
February 6, 1998. The debt carried an interest rate of 8.5% and was scheduled to
be repaid during the first quarter of 1998. The transaction was consummated on
September 30, 1998.
On April 13, 1998, we received a promissory note from Berjaya for $1.0
million in borrowings from the Company, with an annual interest rate of 10.55%.
The note was scheduled to be repaid to us on June 15, 1998. We extended payment
of the note to July 24, 1998, at which date the note was paid.
During the fourth quarter of 1997, we engaged NRG, a real estate and
retailing consulting firm, and SABi, a management consulting and investment
firm, to provide specified real estate development and management consulting
services to us, addressing problems from previous management actions. Ayman Sabi
wholly owns SABi and NRG is an affiliate of Ayman Sabi. Mr. Sabi is a director
of the Company and is our President and Chief Executive Officer. Martin
Bernholz, President of NRG, is our Secretary and in-house counsel. During fiscal
year 1999, we paid fees and reimbursed expenses in the aggregate amount of
$554,000 to NRG. We did not make any payments to SABi during fiscal year 1999.
During the transition period, we paid fees and reimbursed expenses in the
aggregate amount of $141,048 to NRG. We did not make any payments to SABi during
the transition period. During fiscal year 1997, we paid fees and reimbursed
expenses in the aggregate amounts of $168,214 and $60,000 to NRG and SABi,
respectively. We believe amounts paid for services rendered by NRG and SABi were
fair and competitive, and represented the fair market value of such services.
SHAREHOLDER PROPOSALS
Proposals of shareholders that are intended to be presented by such
shareholders at the Company's Annual Meeting of Shareholders for the fiscal year
2000 must comply with the rules of the Securities and Exchange Commission and
must be received by the Company from qualified shareholders by June 6, 2000, in
order to be included in the proxy
14
<PAGE> 17
statement and proxy relating to that meeting. Shareholders wishing to bring any
matter before a meeting should consult the Company's Bylaws with respect to any
applicable notice or other procedural requirements. You can contact our
Secretary at our corporate headquarters for a copy of the relevant Bylaw
provisions regarding the requirements for making shareholder proposals and
nominating director candidates.
OTHER MATTERS
We do not know of any matters to be acted upon at the meeting other than
those discussed in this proxy statement. If any other matter is presented, your
proxy will vote on the matter in his or her best judgment.
The Board of Directors encourages each shareholder to attend the Annual
Meeting. Whether or not you plan to attend, you are urged to complete and return
the enclosed proxy.
By Order of the Board of Directors
/s/ Martin J. Bernholz
Secretary
Ft. Lauderdale, Florida
September 1, 1999
15
<PAGE> 18
EXHIBIT A
ROADHOUSE GRILL, INC.
1998 OMNIBUS STOCK OPTION PLAN
1. PURPOSE
The purpose of this Stock Option Plan (the "Plan") is to promote the interest of
Roadhouse Grill, Inc. (the "Company"), by providing directors, officers, key
employees and other consultants of the Company with an opportunity to acquire a
proprietary interest in the Company, and thereby develop a stronger incentive to
contribute to the Company's continued success and growth. In addition, the
ability to provide an opportunity to acquire a proprietary interest in the
Company by the offering and availability of stock options will assist the
Company in attracting and retaining the services of key personnel of outstanding
ability.
2. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meaning set forth
below:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code, as amended, and the rules and
regulations promulgated thereunder.
2.3 "Committee" means the Committee which may be designated from time to time
by the Board to administer the Plan. If so designated, the Committee may
be composed of (i) not less than two persons (who need not be members of
the Board) who are appointed from time to time to serve on the Committee
by the Board, or (ii) not less than three persons (who need not be members
of the Board) who are appointed from time to time to serve on the
Committee by the Board and who qualify as "disinterested persons" within
the meaning of Rule 16b-3 of the Securities and Exchange Act of 1934, as
the same now exists or may hereafter be amended from time to time. In the
absence of a designated committee, the Board shall be deemed to be the
Committee for the purposes of this Plan.
2.4 "Fair Market Value" shall mean, as of a specified date, (1) the fair
market value of the Stock as determined in good faith by the Board, taking
into account restrictions on such Stock, if any, or (2) if the Stock is
publicly traded, the average of the highest and lowest bid and ask prices
of the Stock as reported by such responsible reporting agency as the Board
may select, or if the Stock is reported on the basis of a closing sales
price, the average of the highest and lowest sales price of the Stock as
reported by such agency.
2.5 "Incentive Stock Option" or "ISO" means a stock option which is intended
to qualify as an incentive stock option as defined in Section 422A of the
Code.
1
<PAGE> 19
2.6 "Non-Statutory Stock Option" or "NSO" means a stock option to purchase
stock that does not qualify as an incentive stock option as defined in
Section 422A of the Code and any other tax-qualified discriminatory stock
options which are currently or may be incorporated within the Code as it
may from time to time be amended.
2.7 "Option" means, where required by the context of the Plan, an ISO and/or
NSO granted pursuant to the Plan.
2.8 "Optionee" means a Participant in the Plan who has been granted one or
more Options under the Plan.
2.9 "Participant" means an individual described in Section 5 of this Plan who
may be granted Options under the Plan.
2.10 "Stock" means the Common Stock of the Company.
2.11 "Subsidiary" means any corporation, other than the Company, in an unbroken
chain of Corporations beginning with the Company if each of the
corporations other than the last corporation in an unbroken chain owns 50%
or more of the voting stock in one of the other corporations in such
chain.
3. ADMINISTRATION
3.1 The Plan shall be administered by the Board, which shall have full power,
subject to the provisions of the Plan, to grant Options, construe and
interpret the Plan, establish rules and regulations with respect to the
Plan and/or Options granted hereunder and perform all other acts,
including the delegation of administrative responsibilities, that it
believes reasonable and necessary.
3.2 The Board shall have the sole discretion, subject to the provisions of the
Plan, to determine the Participants eligible to receive Options pursuant
to the Plan and the amount, type, and terms of any Options and the terms
and conditions of option agreements relating to any Option.
3.3 The Board may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or in any Option granted hereunder in the manner
and to the extent it shall deem necessary to carry out the terms of the
Plan.
3.4 Any decision made, or action taken, by the Board arising out of or in
connection with the interpretation and administration of the Plan shall be
final, conclusive and binding upon Optionees.
3.5 If the Board has appointed a Committee pursuant to Section 2.3 of the
Plan, then the Committee shall administer the Plan and exercise the powers
enumerated in Sections 3.1 through 3.4 with respect to such administration
and other powers granted to the Board in this Plan, including, without
limitation the right to grant Options pursuant to the Plan and to
establish the Option price as provided in the Plan.
4. SHARES SUBJECT TO THE PLAN
The total number of shares of Stock reserved for issuance upon exercise of
Options under the Plan is FOUR HUNDRED AND THIRTY-SIX THOUSAND (436,000) subject
to any adjustments as may occur in accordance with Section 14 hereof. Such
shares may consist, in whole or in part, of authorized but unissued Stock or
treasury Stock, as determined by the Board. If any Option granted under the Plan
lapses or terminates for any reason before being completely exercised, the
shares covered by the unexercised portion of such Option may again be made
subject to Options under the Plan.
2
<PAGE> 20
Exhibit B
ROADHOUSE GRILL, INC.
This Proxy is solicited on behalf of the Board of Directors
ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 4, 1998
The undersigned shareholder of Roadhouse Grill, Inc. hereby appoints
Ayman Sabi and Martin J. Bernholz or any of them acting by majority or acting
singly in the absence of the others, attorneys and proxies, with full power of
substitution, to represent the undersigned and vote all of the shares of
Roadhouse Grill, Inc.'s Common Stock of which the undersigned is entitled to
vote at the Annual Meeting of Shareholders to be held at the Roadhouse Grill,
Ft. Lauderdale restaurant, located at 3300 East Commercial Boulevard, Fort
Lauderdale, Florida, on Thursday, November 4, 1999, at 10:00 a.m., EST, or any
adjournment(s) thereof:
You are encouraged to specify your choice by marking the appropriate
box, SEE REVERSE SIDE, but you need not mark any box if you wish to vote in
accordance with the Board of Directors recommendations.
The Proxies cannot vote your shares unless you sign and return this
card.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
A /X/ Please mark your
votes as in this
example.
<TABLE>
<CAPTION>
The shares represented by this proxy will be voted as directed
by the shareholder. If no direction is given when the duly executed
For all proxy is returned, such shares will be voted "FOR ALL" nominees
(except as Withhold in Item 1 and "For" proposals 2 and 3.
indicated) For All FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of / / / / Nominees: Vincent Tan 2. Ratification of KPMG LLP / / / / / /
Directors as Independent Auditors
Ayman Sabi for the Company.
FOR, Except vote withheld from the following
nominees(s) Philip Friedman
3. Ratification of an / / / / / /
Phillip Ratner amendment to the Company's
1998 Omnibus Stock Option
Alain K.K. Lee Plan to increase the
- ------------------------------------------- number of shares issuable
under the plan from 236,000
to 436,000.
The undersigned hereby authorizes the proxies, in
their discretion to vote on any other business
which may properly be brought before the meeting
or any adjournment thereof.
Change of / /
Address/comments
on reverse side
I plan to / / I do not / /
Attend the plan to
meeting Attend the
meeting
Signature(s) _____________________________________________________________________________________ Date __________________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as executor, administrator, trustee,
guardian, etc., please give full titles as such.
</TABLE>
