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:
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KIDS STUFF, INC.
7835 Freedom Avenue, N.W.
North Canton, Ohio 44720
(330) 492-8090
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON JULY 17, 2000, AT 11:00 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., 7835 Freedom
Avenue, N.W., North Canton, Ohio 44720, on July 17, 2000 at the hour of 11:00
A.M. local time for the following purposes:
(1) To elect five 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 2, 2000
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 5, 2000
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.
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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/A for its year ended December 31, 1999,
exclusive of exhibits), together with the accompanying form of proxy will be
mailed together to shareholders on or about June 5, 2000.
The record date for the determination of shareholders entitled to
notice of and to vote at the Meeting is June 2, 2000. On that date, there were
issued and outstanding 3,625,042 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 17, 2000 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,
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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.
Five 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 five
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 63 (1) 1996 Chairman of the
Board, Chief
Executive Officer
and Principal
Financial Officer of
the Company
Jeanne E. Miller 52 (1) 1996 President of the
Company
Clark D. Swisher 48 (1) 1996 Senior VicePresident
of the Employee
Benefits Division of the
Leonard-McCormick
Agency
Alfred M. Schmidt 66 (1) 1998 President of Schmidt
Group International,
Inc.
Debra Gibbs 46 (1) 1999 Attorney
</TABLE>
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-------------
(1) Directors are elected at the annual meeting of stockholders and hold
office until the following annual meeting.
William L. Miller is Chairman of the Board, Chief Executive Officer,
Principal Financial Officer, Treasurer and Secretary of the Company. 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/A
annexed hereto as Appendix A and are incorporated herein by reference.
During fiscal 1999, the Board of Directors held three meetings. The
Company's last annual meeting of shareholders was held on July 16, 1999. Of the
shares of Common Stock, Series A Preferred Stock and Series I Preferred Stock
eligible to vote at such meeting, 8,816,393 shares were present in person or
proxy. At such meeting, William L. Miller, Jeanne E. Miller, Clark D. Swisher
and Alfred M. Schmidt were elected directors by an affirmative vote of 8,810,792
shares present at the meeting with 5,600 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, 1999, except William L. Miller, Jeanne E. Miller and Duncan
Hill filed a combined Form 4 late for ther month of October 1999.
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/A for its year ended December 31, 1999, 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, 1999. 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.
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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/A
THE COMPANY'S ANNUAL REPORT FOR ITS YEAR ENDED DECEMBER 31, 1999 ON FORM
10-KSB/A 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, 7835 FREEDOM AVENUE, N.W., NORTH CANTON, OHIO
44720.
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, 2001.
KIDS STUFF, INC.
William L. Miller, Secretary
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PROXY
KIDS STUFF, INC. - ANNUAL MEETING
To be held on July 17, 2000 at 11:00 A.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 5, 2000 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 7835 Freedom Avenue, North Canton, Ohio 44720, on July
17, 2000 at 11:00 A.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 five directors nominated by the Board of Directors.
<TABLE>
<CAPTION>
<S> <C>
FOR all nominees listed below (except WITHHOLD AUTHORITY to vote
as indicated below), please check here o for all nominees listed below,
please check here o
William L. Miller Jeanne E. Miller Clark D. Swisher Alfred M. Schmidt, Jr. Debra P. Gibbs
</TABLE>
To withhold authority to vote for any individual nominee or nominees write such
nominee's or nominees' name(s) in the space provided below.)
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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 five named individuals as
directors.
Dated __________________________________2000
_________________________________________(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.
