<PAGE>
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JUDGE.COM, INC.
(formerly The Judge Group, 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 per Exchange Act Rule 14a-6(i)(2)
/ / 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:(1)
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:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
JUDGE.COM, INC.
(formerly THE JUDGE GROUP, INC.)
Two Bala Plaza, Suite 400
Bala Cynwyd, Pennsylvania 19004
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held
June 15, 2000
April 28, 2000
To our Shareholders:
You are cordially invited to attend the 2000 Annual Meeting of Shareholders of
Judge.com, Inc., which will be held at 10:00 a.m. on Thursday, June 15, 2000, at
the Adam's Mark, City Avenue and Monument Road, Philadelphia, Pennsylvania, for
the following purposes:
1. To elect the Board of Directors;
2. To ratify the appointment of Rudolph Palitz LLC as the Company's
independent accountants for the 2000 fiscal year; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on April 17, 2000 as the
record date for the determination of the shareholders of record entitled to
notice of, and to vote at, the Annual Meeting and any adjournments thereof.
The Company's Annual Report for 1999 is enclosed for your review.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE 2000 ANNUAL
MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY
OR PROXIES IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. RETURNING YOUR PROXY CARD DOES NOT DEPRIVE YOU OF YOUR RIGHT TO
ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors,
KATHARINE A. WIERCINSKI
Secretary
<PAGE>
JUDGE.com, Inc.
(formerly The Judge Group, Inc.)
Two Bala Plaza, Suite 400
Bala Cynwyd, Pennsylvania 19004
-------------------------------
PROXY STATEMENT
---------------
This proxy statement is furnished to you in connection with the solicitation of
proxies by the Board of Directors of JUDGE.com, Inc., a Pennsylvania corporation
(the "Company"), for use at our 2000 Annual Meeting of Shareholders (the
"Meeting") to be held at 10:00 a.m. on Thursday, June 15, 2000, and at any
postponements or adjournments thereof. The Meeting will be held at the Adam's
Mark, City Avenue and Monument Road, Philadelphia, Pennsylvania. This proxy
statement and the accompanying forms of proxy are first being mailed to our
shareholders on or about May 15, 2000.
Your proxy, when properly executed, will be voted according to the specific
instructions indicated on the proxy card. Unless you give different
instructions, your proxy will be voted FOR the election of the nominees for
director named in this proxy statement, and FOR the ratification of Rudolph,
Palitz LLC as the Company's independent accountants for 2000. To the extent
allowed by the rules of the Securities and Exchange Commission, your proxy will
be voted according to the best judgment of the persons voting the proxies as to
any other business which properly comes before the Meeting.
By signing and returning the accompanying proxy, you will not affect your right
to attend the Meeting or vote in person at the Meeting. You may revoke your
proxy at any time before it is voted by filing with the Secretary of the Company
an instrument revoking it, by presenting a duly executed proxy bearing a later
date or by attending the Meeting and giving notice of such revocation. Your mere
attendance at the Meeting will not, however, revoke your proxy. Only
shareholders of record at the close of business on April 17, 2000, the record
date for the Meeting (the "Record Date"), will be entitled to vote at the
Meeting.
The cost of this proxy statement will be paid by the Company. Additional
solicitation by mail, telephone, telecopy or by personal solicitation may be
conducted by directors, officers and employees of the Company, for which they
will receive no additional compensation. Brokerage houses, fiduciaries and other
nominees holding common shares of the Company as of the Record Date will be
requested to forward proxy soliciting material to the beneficial owners of such
shares, and will be reimbursed by the Company for their reasonable expenses.
QUORUM, OUTSTANDING SHARES, VOTING RIGHTS AND SHAREHOLDINGS OF CERTAIN PERSONS
Outstanding Shares and Voting Rights
The Company has one class of outstanding capital stock, common shares, par value
$.01 per share (the "Common Shares"). You and each of your fellow shareholders
are entitled to cast one vote for each Common Share held on the Record Date. A
majority of the Common Shares entitled to vote at the Meeting, represented in
person or by proxy, will constitute a quorum for doing business at the Meeting.
In determining whether a quorum exists, Common Shares will be treated as being
present at the Meeting if the holders of such shares are present in person or
are represented by valid proxies, whether the proxy cards granting such proxies
are marked as casting a vote or abstaining or are left blank. Broker non-votes
are also counted as present for purposes of determining whether a quorum exists.
In the election of directors, assuming a quorum is present, the five nominees
receiving the highest number of votes cast at the Meeting will be elected. The
affirmative vote of a majority of the votes cast at the Meeting is required for
the approval of Proposal 2 and any other matter to come before the Meeting. In
determining the number of votes cast, the withholding of authority to vote, an
abstention or the specific direction not to cast a vote, such as a broker
non-vote, will not be treated as votes cast. Shareholders do not have cumulative
voting rights.
On March 15, 2000 there were 13,940,651 Common Shares outstanding.
1
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 31, 2000, the beneficial ownership
of our Common Shares by: (i) each person who is known by the Company to be the
beneficial owner of more than 5% of our shares; (ii) each director and nominee
for director of the Company; (iii) each of the Company's executive officers
named in the Summary Compensation Table (the "Named Officers"); and (iv) all
directors and executive officers of the Company as a group. This information is
based upon public filings, and, in the case of the Company's officers and
directors, information provided by them to the Company. Unless otherwise
indicated, shares are held by the person listed. Common Shares which the
individual has the right to acquire, upon exercise of presently exercisable
options and in certain other circumstances, are also considered to be
beneficially owned by the individual. Unless otherwise indicated, the address of
each person listed in this table is c/o JUDGE.com, Inc., Two Bala Plaza, Suite
400, Bala Cynwyd, Pennsylvania 19004.
<TABLE>
<CAPTION>
Common Stock
---------------------------------------------------
Name Number of Shares(1) Percentage Outstanding
------------------------------------------------------------- ------------------------- -------------------------
<S> <C> <C>
Martin E. Judge, Jr. 6,091,889 (2) 43.35 %
Michael A. Dunn 1,893,566 (3) 13.54 %
Benson Associates, LLC
111 S.W. Fifth Avenue, Suite 2130
Portland, Oregon 97204 802,500 (4) 5.76 %
Richard T. Furlano 169,550 (5) 1.21%
Randolph J. Angermann 42,627 (6) *
James C. Hahn 23,627 (7) *
Robert G. Alessandrini 20,500 (8) *
All directors and executive officers as a group (8 persons) 8,341,203 (9) 58.42 %
</TABLE>
*Less than one percent.
(1) Except as otherwise indicated, the beneficial ownership of Common
Shares reflected in this proxy statement is based upon sole voting
and dispositive power with respect to such shares. Further, for the
purposes of computing beneficial ownership and the percent of Common
Shares owned by an individual, Common Shares which the individual has
the right, upon exercise of options and in certain other
circumstances, to acquire within 60 days, are deemed to be
outstanding and beneficially owned by the individual.
(2) Includes 659,419 shares held by Takema, Ltd., LP, a Delaware limited
partnership ("Takema") of which Mr. Judge is the General Partner, and
112,500 Common Shares issuable upon the exercise of the vested
portion of outstanding stock options.
(3) Includes 376,248 shares held by the Michael A. Dunn Descendants'
Trust, over which Mr. Dunn has sole dispositive power, and 44,500
Common Shares issuable upon the exercise of the vested portion of
outstanding stock options.
(4) Consists of 802,500 Common Shares over which Benson Associates, LLC
has sole voting and dispositive power.
(5) Includes 100,750 Common Shares issuable upon the exercise of the
vested portion of outstanding stock options.
(6) Includes 13,333 Common Shares issuable upon the exercise of the
vested portion of outstanding stock options.
(7) Includes 13,333 Common Shares issuable upon the exercise of the
vested portion of outstanding stock options.
(8) Includes 7,500 Common Shares issuable upon the exercise of the vested
portion of outstanding stock options.
(9) Includes 338,110 Common Shares issuable upon the exercise of the
vested portion of outstanding stock options.
2
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, as well as persons beneficially
owning more than 10% of the Company's Common Shares and certain other persons to
file with the Securities and Exchange Commission (the "SEC") and the NASDAQ
Stock Market, within specified time periods, initial reports of ownership, and
subsequent reports of changes in ownership, of Common Shares and certain other
securities of the Company. Persons subject to Section 16 are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Under SEC rules, certain forms of indirect ownership and ownership of
Common Shares by certain family members are covered by these reporting rules. As
a matter of practice, the Company's administrative staff assists the Company's
executive officers and directors in preparing and filing these reports.
Based on the Company's review of the copies of reports received by it, and
written representations, if any, received from those persons required to file
these reports, the Company believes that all such filings required under Section
16(a) during 1999 were made on a timely basis.
PROPOSAL 1. ELECTION OF DIRECTORS
The entire Board of Directors (the "Board"), comprised of five directors, will
be elected at the Meeting. All directors are elected annually and will hold
office until the next annual meeting of shareholders and until the election and
qualification of their successors. The following persons have been nominated by
the Board to serve as directors until the 2001 Annual Meeting of Shareholders,
or until a successor is elected and has duly qualified:
Randolph J. Angermann Michael A. Dunn
Richard T. Furlano James C. Hahn
Martin E. Judge, Jr.
Unless contrary instructions are given, your proxy will be voted FOR the
election of the nominees set forth above. Each nominee has consented to being
named in this proxy statement and to serve, if elected. If any nominee at the
time of his election is unable or unwilling to serve or is otherwise unavailable
for election, the Board may designate another nominee. In this event, the
persons named in your proxy will have discretion and authority to vote or
refrain from voting for such nominee in accordance with their judgment. The five
nominees receiving the highest number of votes cast at the Meeting will be
elected directors. For such purposes, the withholding of authority to vote, an
abstention or the specific direction not to cast a vote, such as a broker
non-vote, will not constitute the casting of a vote in the election of
directors.
3
<PAGE>
Certain Information With Respect to Nominees and Executive Officers
The following table sets forth, as of March 31, 2000, certain information with
respect to the nominees for election as a director and also for each executive
officer of the Company who is not a nominee for election as a director:
<TABLE>
<CAPTION>
Director/Officer Name Age Since Principal Occupation and Experience
--------------------- --- ----- -----------------------------------
<S> <C> <C> <C>
Martin E. Judge, Jr. 56 1970 Director. Founder; Chief Executive Officer and Chairman of the Board since 1970.
Michael A. Dunn 52 1995 Director. Executive Vice President of the Company. President of the Company's Permanent
Placement business since 1990. Mr. Dunn joined the Company in 1973.
Richard T. Furlano 50 1996 Director. President of the Company's Contract Placement business since April 1992.
Mr. Furlano is the brother-in-law of Mr. Judge.
Randolph J. Angermann 49 1997 Director. Since February 1994, Mr. Angermann has been the President of Four Seasons
Properties Inc., a real estate investment firm.
James C. Hahn 57 1997 Director. Since January 1996, Mr. Hahn has served as President and Chief Executive
Officer of AutoImage ID, Inc. ("AutoImage"), a company that designs and manufactures
real time recognition systems using automatic data collection applications. He is also
a director of AutoImage. From July 1991 to January 1994, Mr. Hahn was the Vice
President of Product Marketing for Gandalf Technologies, a publicly held multi-national
Canadian company that manufactures, sells and services data communication products used
for computer-to-computer communications.
Robert G. Alessandrini 31 1998 Appointed the Chief Financial Officer of the Company in September 1999. Mr.
Alessandrini joined the Company in 1998 as Director of Budgeting and Financial
Controls. From 1996 to 1998, Mr. Alessandrini was an international equity analyst at
the DuPont Pension Fund where he was also project manager. From 1990 to 1996, he was a
financial analyst at the Vanguard Group of Investment Companies where he was
responsible for budgeting, financial modeling, investment accounting, cash management,
project management and banking relations. In September of 1999 he was awarded the
Chartered Financial Analyst designation by The Board of Governors of the Association
for Investment Management and Research. Mr. Alessandrini received his Bachelor of
Science in Accounting and MBA in International Finance degrees from Villanova
University.
John M. Work 56 1996 Appointed Chief Accounting Officer of the Company in May 1999. Mr. Work has served as
Director of Financial Reporting for the Company since October 1996. Prior to joining
the Company Mr. Work was a self-employed consultant from November 1994 to October 1996,
including consulting to the Company in the period July 1996 through September 1996 in
preparation of the filing of the Company's Form S-1 for its initial public offering.
From July 1988 to November 1994 Mr. Work was Chief Operating Officer, Executive
Vice-President and Treasurer of ExecuFirst Bancorp, Inc. a publicly owned bank holding
company, where he was responsible for the financial, operations and administrative
functions. Mr. Work is a graduate of the Stonier Graduate School of Banking, and is
currently enrolled in studies at Rosemont College.
Katharine A. Wiercinski 39 1981 Vice President of Human Resources for the Company and each of its subsidiaries since
1990 and as Secretary of the Company since 1990. Ms. Wiercinski has also held various
administrative and managerial positions since joining the Company in 1981.
</TABLE>
4
<PAGE>
The Board of Directors and its Committees
The Board held four meetings during the year ended December 31, 1999, each of
which was attended by all of the members of the Board. The Board has three
standing committees: the Stock Option Committee, the Compensation Committee and
the Audit Committee. The Board does not have a standing nominating committee.
The functions of a nominating committee are carried on by the Board as a whole.
The Compensation Committee. The Compensation Committee is comprised of Messrs.
Angermann and Hahn. This committee reviews categories of compensation levels of
the Company's employees and determines guidelines for future compensation,
including incentive compensation. This committee held one meeting during 1999,
which was attended by both of its members.
The Stock Option Committee. The Stock Option Committee is comprised of Messrs.
Angermann and Hahn. This committee is authorized to grant options to officers
and key employees of the Company pursuant to the Company's 1996 Incentive Stock
Option Plan (the "Stock Option Plan"). This committee held four meetings during
1999, each of which was attended by both of its members.
The Audit Committee. The Audit Committee is comprised of Messrs. Judge,
Angermann and Hahn. The primary responsibilities of this committee are to
recommend annually the independent public accountants for appointment by the
Board as auditors for the Company, review the scope of the audit made by the
accountants, review the audit reports submitted by the accountants, conduct such
other reviews as the committee deems appropriate and make reports and
recommendations to the Board within the scope of its functions. This committee
held no meetings during 1999, as its responsibilities were carried out by the
Board as a whole.
Directors' Compensation
In 1999, the Company's directors, and the directors of each of the Company's
subsidiaries, did not receive any cash compensation for their services as
directors. In 1999, each non-employee director received options to purchase
10,000 common shares as non-discretionary grants, such option grants vesting in
three equal increments annually, made under the Company's Stock Option Plan.
Under the Company's Stock Option Plan, each person elected as a director, other
than employees or officers of the Company (each, a "Non-Employee Director"),
will receive a grant of a Non-Qualified Stock Option (a "NQSO") to purchase
10,000 Common Shares on the first business day immediately following the date he
or she is first elected a director. In addition, under the Company's Stock
Option Plan, on the first business day immediately following each of the dates
on which an incumbent Non-Employee Director is re-elected, he or she will
receive an additional grant of an NQSO to purchase 10,000 additional Common
Shares. The grant of NQSOs to Non-Employee Directors under the Stock Option Plan
is automatic and neither the Stock Option Committee nor the Board have any
discretionary authority with respect to such grants.
PROPOSAL 2. RATIFICATION OF ACCOUNTANTS
In the absence of instructions to the contrary, your proxy will be voted in
favor of the reappointment of Rudolph, Palitz LLC as independent accountants of
the Company to serve until the next Annual Meeting of Shareholders. The election
of independent accountants by the shareholders is not required by law or by the
Company's By-Laws; however, the Company has decided to submit this matter to the
shareholders and believes that it is good practice to do so. A majority of the
votes cast in favor of the election of Rudolph, Palitz, LLC is necessary to
approve this matter. For such purposes, the withholding of authority to vote, an
abstention or the specific direction not to cast a vote, such as a broker
non-vote, will not constitute the casting of a vote in favor of the election. If
a majority of the votes cast on this matter are not cast in favor of the
election of Rudolph, Palitz LLC, the Company will appoint other independent
accountants as soon as is practical and before the close of 2000.
A representative of Rudolph, Palitz LLC is expected to be present at the Meeting
to make a statement if desired and will be available to respond to any
appropriate questions.
5
<PAGE>
EXECUTIVE COMPENSATION
The following tables set forth certain information concerning the annual and
long-term compensation paid or accrued for the Company's Chief Executive Officer
and each of the Company's other executive officers whose total annual salary and
bonus exceeded $100,000 for services rendered to the Company and its
subsidiaries during fiscal 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Name Principal Position Year Salary Bonus Other # Shares All Other
---- ------------------ ---- ------ ----- ------ --------- ---------
Annual Underlying Compensation (2)
------- ----------- ----------------
Compensation(1) Options
--------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Martin E. Judge, Jr. Chief Executive Officer, 1999 $ 500,000 $ -- $ 13,884 100,000 $ 105,288 (3)
President, and Chairman 1998 $ 288,393 $ -- $ -- 100,000 $ 105,288 (4)
of the Board of Directors 1997 $ 494,782 $ -- $ 18,450 50,000 $ 97,961 (5)
Michael A. Dunn President of Permanent 1999 $ 225,061 $ -- $ 11,217 20,000 $ 28,763 (6)
Placement business 1998 $ 239,648 $ -- $ 10,900 40,000 $ 28,763 (7)
1997 $ 261,525 $ -- $ 10,900 26,000 $ 30,447 (8)
Richard T. Furlano President of Contract 1999 $ 277,500 $ 28,750 $ 9,366 85,000 $ --
Placement business 1998 $ 287,307 $ 17,500 $ -- 75,000 $ --
1997 $ 304,025 $ 17,500 $ -- 41,000 $ --
Robert Alessandrini Chief Financial Officer 1999 $ 89,181 $ -- $ 3,750 60,000 $ --
</TABLE>
(1) Unless otherwise noted, all amounts are for a company provided car.
(2) The Company has omitted in the Summary Compensation Table information
concerning the value of perquisites and other personal benefits which, in the
aggregate, do not exceed the lesser of $50,000 or 10% of the total salary and
bonus reported for the Named Officers.
(3) Represents life insurance premiums paid by the Company (recoverable by the
Company upon policy cancellation or payment of death benefits).
(4) Represents life insurance premiums paid by the Company (recoverable by the
Company upon policy cancellation or payment of death benefits).
(5) Represents life insurance premiums paid by the Company (recoverable by the
Company upon policy cancellation or payment of death benefits).
(6) Represents life insurance premiums paid by the Company (recoverable by the
Company upon policy cancellation or payment of death benefits).
(7) Represents life insurance premiums paid by the Company (recoverable by the
Company upon policy cancellation or payment of death benefits).
(8) Represents life insurance premiums paid by the Company (recoverable by the
Company upon policy cancellation or payment of death benefits).
6
<PAGE>
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value at Assumed
Annual Rates of Stock Price
Individual Grants Appreciation for Option Term(5)
-------------------------------------------------------------- --------------------------------------
Number of
Securities % of Total
Underlying Options Granted Exercise
Options to Employees in Price Expiration
Granted Fiscal Year(1) Per Share Date 5% 10%
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Martin E. Judge, Jr. 100,000 9.44 % $ 1.650 04/27/2004 (2) $ 45,586 $100,734
Michael A. Dunn 20,000 1.89 % $ 1.650 04/27/2004 (2) $ 9,117 $ 20,147
Richard T. Furlano 20,000 1.89 % $ 1.938 01/11/2009 (3) $ 24,376 $ 61,773
50,000 4.72 % $ 1.500 04/27/2009 (3) $ 47,167 $119,531
15,000 1.42 % $ 1.250 07/01/2009 (4) $ 11,792 $ 29,883
Robert G. Alessandrini 25,000 2.36 % $ 1.500 04/27/2009 (3) $ 23,584 $ 59,765
35,000 3.30 % $ 1.250 08/13/2009 (3) $ 27,514 $ 69,726
==========================================================================================================================
</TABLE>
(1) The Company granted a total of 1,059,444 options during fiscal 1999
(including 20,000 options granted to Non-Employee Directors).
(2) The options become exercisable in equal annual installments over a four-year
period and have a term of five years.
(3) The options become exercisable in equal annual installments over a four-year
period and have a term of ten years.
(4) The options become fully exercisable 6 months from grant date and have a
term of ten years.
(5) In accordance with SEC rules, these columns show gains that might exist for
the respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their expiration
date. If the share price does not increase above the exercise price at the time
of exercise, realized value to the Named Executives from these options will be
zero.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised Options In-the Money Options at
at Fiscal Year-End (1) Fiscal Year-End(2)
---------------------- ------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------- ----------------------- ------------------------ ----------------------- ---------------------
<S> <C> <C> <C> <C>
Martin E. Judge, Jr. 62,500 187,500 $ -- $ --
Michael A. Dunn 23,000 63,000 $ -- $ --
Richard T. Furlano 54,500 146,500 $ -- $ 2,820.00
Robert G. Alessandrini 1,250 63,750 $ -- $ 6,580.00
===================================== ======================= ======================== ======================= =====================
</TABLE>
(1) None of the named officers exercised any options in 1999.
(2) Calculated on the basis of the fair market value of the underlying
securities at fiscal year end minus the exercise price. The closing price of the
Company's Common Shares on December 31, 1999 was $1.438 per share.
7
<PAGE>
Performance Graph
The graph set forth below compares the cumulative total returns to holders of
Common Shares of the Company with the cumulative total return of the NASDAQ
National Market Composite-Index and of a peer group selected by the Company for
the period beginning February 14, 1997, the date trading first began in the
Company's Common Shares on the NASDAQ National Market following the Company's
Initial Public Offering, and ending December 31, 1999, assuming the original
investment in the relevant stock or index was $100 at February 14, 1997 and that
all dividends were reinvested. The peer companies were selected by the Company
on the basis of their involvement in the employment staffing industry. The peer
group is composed of Hall Kinion & Associates, Inc., Alternative Resources
Corp., TSR, Inc., Metro Information Services, Inc., and RCM Technologies, Inc.
The information with respect to Hall Kinion & Associates, Inc. is provided as of
August 5, 1997, the date of its initial public offering. The closing market
price of the Company's Common Shares as of December 31, 1999 was $1.438 per
share.
[GRAPHIC CHART]
<TABLE>
<CAPTION>
==================================== ===================== ====================== ===================== =====================
February 14, 1997 December 31, 1997 December 31, 1998 December 31, 1999
- ------------------------------------ --------------------- ---------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
JUDGE.com, Inc. $ 100.00 $ 65.00 $ 29.17 $ 19.17
- ------------------------------------ --------------------- ---------------------- --------------------- ---------------------
Peer Group Index $ 100.00 $156.70 $ 138.97 $ 114.76
- ------------------------------------ --------------------- ---------------------- --------------------- ---------------------
NASDAQ National Market Composite $ 100.00 $115.55 $ 162.04 $ 301.19
Index
==================================== ===================== ====================== ===================== =====================
</TABLE>
Employment Agreements
During fiscal 1999, the Company did not have employment agreements with any
Named Officers (each of whom serves at the pleasure of the Board), other than
its Chief Financial Officer, Robert G. Alessandrini, as described below. The
Company does, however, require that each Named Officer and all other key
employees execute confidentiality and one-year post-termination non-competition
agreements.
Chief Financial Officer, Robert G. Alessandrini and the Company entered into an
employment agreement for an initial term ending January 1, 2001 and continuing
thereafter from year to year until earlier terminated by either party pursuant
to its terms. The agreement provides for an initial annual base salary of
$125,000 (subject to periodic review and possible annual increase by the Board),
plus an annual incentive bonus granted in accordance with the Company's policies
as administered by the Compensation Committee. The agreement also entitles Mr.
Alessandrini to receive annual stock option grants under certain circumstances,
provided such grants are approved by the Board. The agreement further entitles
him to, among other things, four weeks paid vacation, a car allowance and the
right to participate in the Company's benefit plans and programs for executives.
In the event of termination of his employment with the Company, Mr.
Alessandrini's entitlement to severance compensation and benefits varies
depending upon the circumstances and timing of such termination. If his
employment was terminated by the Company without cause, he would be entitled to
continuation of his pay for the remainder of the agreement's term and all stock
options granted to him would immediately vest. Should there be a change in
control of the Company (as defined in the agreement) and a termination or
8
<PAGE>
constructive termination (as defined in the agreement) of his employment
thereafter, his entitlement to severance compensation and benefits under the
agreement would be (i) a lump sum payment equal to one (1) times his annual base
salary; (ii) immediate vesting of all stock options; and (iii) continuation of
his benefits for the lesser of one (1) year or such time as he receives benefits
from another employer. If Mr. Alessandrini terminates his employment upon a
change in control, he is entitled only to lump sum payment equal to six (6)
months base compensation. If Mr. Alessandrini's employment is terminated by his
death or disability or by the Company for cause, the Company would not be
obligated to make any further payments to him (other than amounts already
accrued thereunder). The agreement also contains a confidentiality and an 18
month non-competition and non-solicitation provision.
Compensation Committee Interlocks and Insider Participation
Effective April 1997, Messrs. Angermann and Hahn were elected as members of the
Compensation Committee and served as such at all times during fiscal 1999. There
were no interlocks between the Company's officers and directors and the
compensation committee of any other company or entity.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Introduction
The Compensation Committee reviews and approves salaries and other matters
relating to compensation of the Company's executive officers, including
incentives and other forms of compensation and benefits. The Compensation
Committee of the Board has prepared the following report addressing the
Company's executive compensation policies for the fiscal year ended December 31,
1999 for inclusion in this Proxy Statement.
Compensation Policies
Historically, the Company's compensation package has consisted of base salary,
bonuses and equity incentives in the form of stock options. In light of the
Company's need to secure, retain and motivate management employees of high
caliber who possess skills useful to the development and growth of the Company,
the Compensation Committee has established the following principles in awarding
compensation:
o Executive and management compensation should be based in part on the
Company's performance. Stock options and cash incentive performance
bonuses should be used to motivate executives and management to achieve
the Company's long-term goals and objectives.
o Equity ownership by employees, including executive officers, serves to
align the interests of employees with the interests of shareholders by
providing employees with incentives to build shareholder values.
o Salaries for each executive officer should be set with reference to the
range of salaries for similar positions in comparable companies in the
Company's industry [as reported in compensation survey information
obtained annually by the Company from compensation consulting firms].
Base and Cash Incentive Performance Bonus Compensation
The base compensation paid to the Company's executive officers is influenced
significantly by the need to attract and retain management employees with high
levels of expertise.
In the opinion of the Compensation Committee, based upon a survey conducted in
1999 by the Company of companies with a similar market capitalization as the
Company and other information available to the Compensation Committee on
competitive salaries, the base compensation paid to the Company's executive
officers and managers falls within the range of salaries for similar positions
in comparable employment staffing companies.
The Company's bonus plan (the "Bonus Plan") was established in 1997 to award
cash incentive performance bonuses to management employees. Under the Bonus
Plan, cash incentive bonuses are awarded to management employees, including
executive officers, based upon a formula consisting of the accomplishment of
certain Company and individual performance goals, which include meeting revenue,
revenue growth rate and operating income targets related to the business
operations for which they are responsible. Mr. Furlano received a bonus in 1999
because the business segment for which he was responsible met or exceeded
performance levels required for the bonus.
9
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Equity Incentives
Historically, the Company has included stock options as part of its compensation
policy. The Company believes that the granting of stock options encourages its
executive officers and other key employees to achieve long-term goals and
objectives that are consistent with results that benefit the Company's
shareholders. The Company also believes that the grant of opportunities for an
equity stake in the Company is important in attracting and retaining key
employees. As a result, in 1999, the Company granted options under the Stock
Option Plan to executive officers, senior managers and other key employees, to
purchase a total of 1,059,444 of the Company's Common Shares. The Company
intends in 2000 and in the future to make additional grants to key employees and
non-employee directors under the Stock Option Plan, as amended.
Chief Executive Officer Compensation
The Compensation Committee uses the same factors in determining the compensation
of the Chief Executive Officer as it does for the other executive officers. The
salary received by the Chief Executive Officer in 1999 was based on the
compensation policies discussed above. The Chief Executive Officer's salary
returned to his 1997 salary basis in 1999 after a voluntary pay cut taken for
the last five months of 1998 which cut was made to meet the needs of short term
financial issues.
THE COMPENSATION COMMITTEE
Randolph J. Angermann
James C. Hahn
- --------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR 1999, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED TO ANY
SHAREHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST DIRECTED TO THE ATTENTION OF THE
SECRETARY OF THE COMPANY, AT THE COMPANY'S PRINCIPAL ADDRESS SHOWN ON THE COVER
PAGE OF THIS PROXY STATEMENT. THE COMPANY WILL FURNISH TO EACH PERSON WHOSE
PROXY IS BEING SOLICITED, UPON WRITTEN REQUEST, ANY EXHIBIT DESCRIBED IN THE
LIST ACCOMPANYING THE FORM 10-K OF THE COMPANY FOR FISCAL 1999.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit a proposal for inclusion in next year's
proxy statement must forward such proposal to the Secretary of the Company, at
the address indicated on the cover page of this proxy statement, so that the
Secretary receives it no later than January 19, 2001. Shareholders interested in
submitting such a proposal are advised to contact knowledgeable counsel with
regard to the detailed requirements of applicable securities laws. The
submission of a shareholder proposal does not guarantee that it will be included
in the Company's proxy statement.
For any proposal that is not submitted for inclusion in next year's proxy
statement, but is instead sought to be presented directly at the 2001 Annual
Meeting of Shareholders, such proposal must be submitted to the Company in
accordance with the Company's By-Laws, which provide, among other things, that
it must be received by the Company not less than 70 nor more than 90 days prior
to June 15, 2001. For the Company's 2001 Annual Meeting, this means that any
such proposal or nomination must be submitted no earlier than March 16, 2001 and
no later than April 6, 2001. The shareholder's submission must include certain
specified information concerning the proposal or nominee, as the case may be,
and information as to the shareholder's ownership of Common Shares. Proposals or
nominations not meeting these requirements will not be entertained at the 2001
Annual Meeting. If the shareholder does not also comply with the requirements of
Rule 14a-4(c)(2) under the Securities Exchange Act of 1934, the Company may
exercise discretionary voting authority under proxies it solicits to vote in
accordance with its best judgment on any such proposal or nomination submitted
by a shareholder. Shareholders should contact the Secretary of the Company in
writing at the address listed on the first page of the Proxy Statement to make
any submission or to obtain additional information as to the proper form and
content of submissions.
10
<PAGE>
OTHER MATTERS
The Board knows of no matters to be presented for action at the Meeting, other
than those set forth in the attached Notice. However, if any other matters
should properly come before the meeting or any adjournments thereof, the proxies
solicited hereby will be voted on such matters, to the extent permitted by the
rules of the Securities and Exchange Commission, in accordance with the judgment
of the persons voting such proxies.
By Order of the Board of Directors,
KATHARINE A. WIERCINSKI
Secretary
11
<PAGE>
PROXY
JUDGE.COM, INC.
TWO BALA PLAZA, SUITE 400
BALA CYNWYD, PENNSYLVANIA 19004
ANNUAL MEETING OF SHAREHOLDERS -- THURSDAY, JUNE 15, 2000
10:00 A.M. -- ADAM'S MARK, CITY AVENUE & MONUMENT ROAD, PHILADELPHIA, PA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Martin E. Judge, Jr. and Richard Furlano as
proxies, with the power to appoint their substitutes, and hereby authorizes
them to represent and to vote, as designated below, all the Common Shares of
JUDGE.com, Inc. held of record by the undersigned on April 17, 2000 at the
Annual Meeting of Shareholders to be held on Thursday, June 15, 2000 or at any
adjournment thereof.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below:
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Randolph J. Angermann James C. Hahn Richard T. Furlano
Michael A. Dunn Martin E. Judge, Jr.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF RUDOLPH, PALITZ LLP AS THE INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2000.
/ / FOR / / AGAINST / / ABSTAIN
(continued and to be signed on reverse side)
<PAGE>
(Continued from other side)
3. In their discretion, the proxies are authorized, to the extent permitted by
the rules of the Securities and Exchange Commission, to vote upon such
other business as may properly come before the meeting or any adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED IN FAVOR OF ALL NOMINEES LISTED FOR ELECTION AS DIRECTORS; FOR PROPOSAL
2; AND IN ACCORDANCE WITH THE PROXIES' BEST JUDGMENT UPON OTHER MATTERS
PROPERLY COMING BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
Please sign exactly as your name appears below.
When shares are held by joint tenants, both
should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please
sign in full corporate name by President or
other authorized officer. If a partnership,
please sign in partnership name by authorized
person.
Date
--------------------------------------------
Signature
---------------------------------------
Signature, if held jointly
----------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
