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:
|_| Preliminary proxy statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Section 240.14a-11(c) or Section 240.14a-12
KIDS STUFF, 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)(4) 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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| 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>
KIDS STUFF, INC.
4450 Belden Village Street, N.W., Suite 406
Canton, Ohio 44718
(330) 492-8090
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 6, 1999, AT 1:30 P.M.
To the Shareholders of Kids Stuff, Inc.
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Kids Stuff, Inc., a Delaware corporation (the "Company" or "Kids
Stuff"), will be held at the executive offices of Kids Stuff, Inc., 4450 Belden
Village Street, N.W., Suite 406, Canton, Ohio 44718, on July 6, 1999 at the hour
of 1:30 P.M. local time for the following purposes:
(1) To elect four Directors of the Company for the coming year; and
(2) To transact such other business as may properly come before the
Meeting.
Only shareholders of record at the close of business on June 1, 1999 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Directors
William L. Miller, Secretary
June 2, 1999
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS
OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE MEETING IN
PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF YOU DO ATTEND THE
MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
<PAGE>
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are furnished by the Board
of Directors of Kids Stuff, Inc. ("Kids Stuff" or "the Company") in connection
with the solicitation of proxies for use at the Annual Meeting of Stockholders
(the "Meeting") referred to in the foregoing notice. It is contemplated that
this Proxy Statement (which includes as Appendix A, the Company's Annual Report
on Form 10-KSB for its year ended December 31, 1998, exclusive of exhibits),
together with the accompanying form of proxy will be mailed together to
shareholders on or about June 2, 1999.
The record date for the determination of shareholders entitled to notice of
and to vote at the Meeting is June 1, 1999. On that date, there were issued and
outstanding 3,512,856 shares of Common Stock, par value $.001 per share, 460,000
shares of voting Series 1 Preferred Stock and 5,000,000 shares of Voting Series
A Preferred Stock. The Series 1 Preferred Stock and Series A Preferred Stock
have the same voting rights as the Common Stock at the Company's upcoming
meeting and are collectively with the Common Stock hereinafter referred to as
the "Voting Stock." The presence, in person or by proxy, of the holders of a
majority of the outstanding Voting Stock entitled to vote at the Meeting is
necessary to constitute a quorum. In deciding all questions, a shareholder shall
be entitled to one vote, in person or by proxy, for each share held in his name
on the record date. In proposal No. 1, directors will be elected by a plurality
of the votes of the Voting Stock cast at the Meeting. All other proposals that
may come before the meeting will be decided by a majority of the votes cast at
the Meeting.
All proxies received pursuant to this solicitation will be voted (unless
revoked) at the Annual Meeting of July 6, 1999 or any adjournment thereof in the
manner directed by a shareholder and, if no direction is made, will be voted for
the election of each of the management nominees for director in Proposal No. 1.
If any other matters are properly presented at the meeting for action, which is
not presently anticipated, the proxy holders will vote the proxies (which confer
authority to such holders to vote on such matters) in accordance with their best
judgment. A proxy given by a shareholder may nevertheless be revoked at any time
before it is voted by communicating such revocation in writing to the transfer
agent, American Stock Transfer & Trust Company, at 40 Wall Street, New York, New
York 10005, Attention: Proxy Department, or by executing and delivering a
later-dated proxy. Furthermore, any person who has executed a proxy but is
present at the Meeting may vote in person instead of by proxy; thereby canceling
any proxy previously given, whether or not written revocation of such proxy has
been given. As of the date of this Proxy Statement, the Board of Directors knows
of no matters other than the foregoing that will be presented at the Meeting. If
any other business should properly come before the Meeting, the accompanying
form of proxy will be voted in accordance with the judgment of the persons named
therein, and discretionary authority to do so is included in the proxies. All
expenses in connection with the solicitation of this proxy will be paid by the
Company. In addition to solicitation by mail, officers, directors and regular
employees of the Company who will receive no extra compensation for their
services, may solicit proxies by telephone, telegraph or personal calls.
Management does not intend to use specially engaged employees or paid solicitors
for such solicitation. Management intends to solicit proxies which are held of
record by brokers, dealers, banks, or voting trustees,
1
<PAGE>
or their nominees, and may pay the reasonable expenses of such record
holders for completing the mailing of solicitation materials to persons for whom
they hold the shares. All solicitation expenses will be borne by the Company.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Management recommends that you vote your Voting Stock in favor of the
nominees named to the Board of Directors. Directors will be elected by a
plurality of the votes of the Voting Stock cast at the Meeting.
Four directors are to be elected at the meeting for terms of one year each
and until their successors shall be elected and qualified. It is intended that
votes will be cast pursuant to such proxy for the election of the four persons
whose names are first set forth below unless authority to vote for one or more
of the nominees is withheld by the enclosed proxy, in which case it is intended
that votes will be cast for those nominees, if any, with respect to whom
authority has not been withheld. All of the nominees namely are now members of
the Board of Directors. In the event that any of the nominees should become
unable or unwilling to serve as a director, a contingency which the management
has no reason to expect, it is intended that the proxy be voted, unless
authority is withheld, for the election of such person, if any, as shall be
designated by the Board of Directors. The following table sets forth information
concerning each proposed director of the Company. The names, ages and principal
occupations of the Company's present directors, and the date on which their term
of office commenced and expires, are as follows:
<TABLE>
<CAPTION>
First
Term of Became Principal
Name Age Office Director Occupation
<S> <C> <C> <C> <C>
William L. Miller 62 (1) 1996 Chairman of the
Board, Chief
Executive Officer
and Principal
Financial Officer of
the Company
Jeanne E. Miller 51 (1) 1996 President of the
Company
Clark D. Swisher 47 (1) 1996 Senior VicePresident
of the Employee
Benefits Division of the
Leonard-McCormick
Agency
Alfred M. Schmidt 65 (1) 1998 President of Schmidt
Group International,
Inc.
</TABLE>
(1) Directors are elected at the annual meeting of stockholders and hold
office until the following annual meeting.
2
<PAGE>
William L. Miller is Chairman of the Board, Chief Executive Officer,
Principal Financial Officer, Treasurer and Secretary of the Company. Mr. and
Mrs. Miller are married. Jeanne E. Miller is President of the Company. Mr. and
Mrs. Miller are married. The terms of all officers expire at the annual meeting
of directors following the annual stockholders meeting. Subject to their
contract rights to compensation, if any, officers may be removed, either with or
without cause, by the Board of Directors, and a successor elected by a majority
vote of the Board of Directors, at any time. The biographies and other
information of the Company's executive officers and directors are included in
Item 9 of the Company's Form 10-KSB annexed hereto as Appendix A and are
incorporated herein by reference.
During fiscal 1998, the Board of Directors held four meetings and took
action by unanimous written consent on two occasions. The Company's last annual
meeting of shareholders was held on December 18, 1998. Of the shares of Common
Stock and Series A Preferred Stock eligible to vote at such meeting, 2,251,275
shares of Common Stock and 5,000,000 shares of Series A Preferred Stock were
present in person or proxy. At such meeting, William L. Miller, Jeanne E. Miller
and Clark D. Swisher were elected directors by an affirmative vote of all
stockholders present at the meeting with no shares in opposition.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "Commission"). Officers, directors and
greater than ten percent stockholders are required by the Commission's
regulations to furnish the Company with copies of all Section 16(a) forms they
file. To Management's knowledge, no officer, director or person owning more than
10% of the Company's Common Stock filed any reports late during its fiscal year
ended December 31, 1997, except Alfred Schmidt filed late a Form 3 and a Form 4
for September 1998, Clark D. Swisher filed late a Form 3 and William L. Miller
and Duncan Hill, Inc. each filed late a Form 4 for March 1998.
Executive Compensation/Security Ownership of Management and Others/Certain
Transactions
Incorporated by reference is the contents of Items 10, 11 and 12 of Kids
Stuff's Form 10-KSB for its year ended December 31, 1998, a copy of which is
annexed to this Proxy Statement as Appendix A.
AUDITORS
The principal accountant who has been selected by the Company for the
current fiscal year is Hausser & Taylor LLP who served as the Company's
independent public accountant for its fiscal year ended December 31, 1998. It is
expected that a representative of Hausser & Taylor LLP will be present at the
Annual Meeting of Shareholders, will have the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions.
3
<PAGE>
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business which will be presented for consideration at
the Annual Meeting.
AVAILABILITY OF SECURITIES AND EXCHANGE
COMMISSION'S FORM 10-KSB
THE COMPANY'S ANNUAL REPORT FOR ITS YEAR ENDED DECEMBER 31, 1998 ON FORM
10-KSB INCLUDES THE FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS THERETO, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION; SUCH REPORT IS ATTACHED TO
THIS PROXY STATEMENT AS EXHIBIT A (EXCLUSIVE OF EXHIBITS). ADDITIONAL COPIES OF
SUCH REPORT AND THE EXHIBITS ARE AVAILABLE WITHOUT CHARGE TO THE STOCKHOLDERS
UPON WRITTEN REQUEST. SUCH MATERIAL CAN BE OBTAINED BY WRITING KIDS STUFF,
ATTENTION SHAREHOLDER RELATIONS, 4450 BELDEN VILLAGE STREET, N.W., SUITE 406
CANTON, OHIO 44718
Stockholders Proposals for the Next Annual Meeting
Proposals of security holders intended to be presented at the next Annual
Meeting must be received by the Company for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting as soon as possible no
later than March 1, 2000.
KIDS STUFF, INC.
William L. Miller, Secretary
4
<PAGE>
APPENDIX A
FORM 10-KSB
FOR THE FISCAL YEAR ENDED
December 31, 1998
<PAGE>
PROXY
KIDS STUFF, INC. - ANNUAL MEETING
To be held on July 6, 1999 at 1:30 P.M.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned shareholder of Kids Stuff, Inc., a Delaware corporation
(the "Company"), acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, dated June 2, 1999 and hereby constitutes and
appoints William Miller and Jeanne Miller or either of them acting singly in the
absence of the other, with a power of substitution in either of them, the
proxies of the undersigned to vote with the same force and effect as the
undersigned all shares of Common Stock of the Company held by the undersigned at
the Annual Meeting of Shareholders of the Company to be held at the executive
offices of the Company at 4450 Belden Village Street, N.W., Suite 406, Canton,
Ohio 44718, on July 6, 1999 at 1:30 P.M. local time and at any adjournment or
adjournments thereof, hereby revoking any proxy or proxies heretofore given and
ratifying and confirming all that said proxies may do or cause to be done by
virtue thereof with respect to the following matters:
1. The election of the four directors nominated by the Board of Directors.
FOR all nominees listed below (except WITHHOLD AUTHORITY to vote
as indicated below), please check here for all nominees listed below,
please check here
William L. Miller Jeanne E. Miller Clark D. Swisher Alfred M. Schmidt
To withhold authority to vote for any individual nominee or nominees write such
nominee's or nominees' name(s) in the space provided below.)
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors favors a "FOR" designation for proposal No. 1. This proxy
when properly executed will be voted as directed. If no direction is indicated,
the proxy will be voted for the election of the four named individuals as
directors.
Dated __________________________________1999
_________________________________________(L.S.)
_________________________________________(L.S.)
Please sign your name exactly as it appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as it
appears hereon. When signing as joint tenants, all parties in the joint tenancy
must sign. When a proxy is given by a corporation, it should be signed by an
authorized officer and the corporate seal affixed. No postage is required if
returned in the enclosed envelope and mailed in the United States.
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
