<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
ASI Solutions Incorporated
--------------------------------------------------------------------------------
(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 (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:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
ASI SOLUTIONS INCORPORATED
780 Third Avenue
New York, New York 10017
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 6, 2000
----------------
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders (the
"Annual Meeting") of ASI Solutions Incorporated (the "Company") will be held
on Wednesday, September 6, 2000 at 11:00 a.m. New York time at the offices of
the Company at 780 Third Avenue, New York, New York 10017 for the following
purposes:
1. To elect eight directors of the Company to serve until the 2001 Annual
Meeting of Stockholders and until their respective successors are duly
elected and qualified.
2. To consider and act upon a proposal to approve an amendment to the
Company's 1996 Directors Stock Option Plan (the "Directors Plan") to
increase the total number of shares of Common Stock that may be issued
under the Directors Plan from 100,000 to 175,000.
3. To consider and act upon any other matters that may properly be
brought before the Annual Meeting and at any adjournments or postponements
thereof.
Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or
later adjournment, the Annual Meeting may be adjourned, or to which the Annual
Meeting may be postponed.
The Board of Directors has fixed the close of business on July 14, 2000 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and at any adjournments or postponements thereof.
Only stockholders of record of the Company's Common Stock at the close of
business on that date will be entitled to notice of and to vote at the Annual
Meeting and at any adjournments or postponements thereof.
You are requested to fill in and sign the enclosed form of proxy, which is
being solicited by the Board of Directors of the Company, and to mail it
promptly in the enclosed postage-prepaid envelope. Any proxy may be revoked by
delivery of a later dated proxy. Stockholders of record who attend the Annual
Meeting may vote in person, even if they have previously delivered a signed
proxy.
By Order of the Board of Directors
Carl S. Koerner
Secretary
New York, New York
July 21, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID
ENVELOPE PROVIDED. IF YOU ARE A STOCKHOLDER OF RECORD AND YOU ATTEND THE
ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE>
ASI SOLUTIONS INCORPORATED
780 Third Avenue
New York, New York 10017
----------------
PROXY STATEMENT
----------------
FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 6, 2000
July 21, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of ASI Solutions Incorporated (the
"Company") for use at the 2000 Annual Meeting of Stockholders of the Company
to be held on Wednesday, September 6, 2000 and at any adjournments or
postponements thereof (the "Annual Meeting"). At the Annual Meeting,
stockholders will be asked to vote upon the election of eight directors of the
Company, to consider and act upon a proposal to approve an amendment to the
Company's 1996 Directors Stock Option Plan (the "Directors Plan"), and to act
upon any other matters properly brought before them.
This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy
Card are first being sent to stockholders on or about July 21, 2000. The Board
of Directors has fixed the close of business on July 14, 2000 as the record
date for the determination of stockholders entitled to notice of and to vote
at the Annual Meeting (the "Record Date"). Only stockholders of record of the
Company's common stock, par value $.01 per share (the "Common Stock"), at the
close of business on the Record Date will be entitled to notice of and to vote
at the Annual Meeting. Holders of Common Stock outstanding as of the close of
business on the Record Date will be entitled to one vote for each share held
by them.
The presence, in person or by proxy, of holders of at least a majority of
the total number of shares of Common Stock outstanding and entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. Both abstentions and broker non-votes (as defined below) will be
counted as present in determining the presence of a quorum. A plurality of
votes cast shall be sufficient for the election of directors. Abstentions and
broker non-votes will be disregarded in determining the "votes cast" for
purposes of electing directors and will not affect the election of the
candidates receiving a plurality of votes. The affirmative vote of the holders
of a majority of the shares of Common Stock present or represented and
entitled to vote is required to approve the amendment to the Directors Plan.
Abstentions will be included in determining the number of shares of Common
Stock present or represented and entitled to vote for purposes of approval of
the proposal to amend the Directors Plan, and will therefore have the effect
of votes "against" such proposal. Broker non-votes will not be counted in
determining the number of shares of Common Stock present or represented and
entitled to vote to approve the amendment to the Directors Plan, and will
therefore not have the effect of votes either "for" or "against" such
proposals. A "broker non-vote" is a proxy from a broker or other nominee
indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote the shares which are the subject of the
proxy on a particular matter with respect to which the broker or other nominee
does not have discretionary voting power.
Stockholders of the Company are requested to complete, sign, date and
promptly return the accompanying Proxy Card in the enclosed, postage-prepaid
envelope. Shares represented by a properly executed proxy received prior to
the vote at the Annual Meeting and not revoked will be voted at the Annual
Meeting as directed on the proxy. If a properly executed proxy is submitted
and no instructions are given, the proxy will be voted FOR the election of the
nominees for director of the Company named in
<PAGE>
this Proxy Statement and FOR the proposal to approve the amendment to the
Directors Plan. It is not anticipated that any matters other than the election
of directors will be presented at the Annual Meeting. If other matters are
presented, proxies will be voted in accordance with the discretion of the
proxy holders.
A stockholder of record may revoke a proxy at any time before it has been
exercised by filing a written revocation with the Secretary of the Company at
the address of the Company set forth above; by filing a duly executed proxy
bearing a later date; or by appearing in person and voting by ballot at the
Annual Meeting. Any stockholder of record as of the Record Date attending the
Annual Meeting may vote in person whether or not such stockholder has
previously given a proxy, but the presence (without further action) of a
stockholder at the Annual Meeting will not constitute revocation of a
previously given proxy.
The Company's 2000 Annual Report, including audited financial statements for
the fiscal year ended March 31, 2000 ("Fiscal 2000"), is being mailed to
stockholders concurrently with this Proxy Statement. The Annual Report,
however, is not part of the proxy solicitation materials.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of eight members.
At the Annual Meeting, eight directors will be elected to serve until the 2001
Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified. The Board of Directors has nominated Bernard F.
Reynolds, Eli Salig, Seymour Adler, Ph.D., David Tory, Michael J. Boylan, Ilan
Kaufthal, Carl S. Koerner and F. Samuel Smith (each a "Nominee") to serve as
directors. Each of the Nominees is currently serving as a director of the
Company. The Board of Directors anticipates that each of the Nominees will
serve, if elected, as a director. However, if any Nominee is unable to accept
election, the proxies will be voted for the election of such other person or
persons as the Board of Directors may recommend. The Board of Directors will
consider a Nominee for election to the Board of Directors recommended by a
stockholder of record if the stockholder submits the nomination in compliance
with the requirements of the Company's Amended and Restated By-laws (the "By-
laws"). See "Other Matters--Stockholder Proposals" for a summary of these
requirements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
Information Regarding the Directors/Nominees
The names, ages and a description of the business experience, principal
occupation and past employment during at least the last five years of each of
the Nominees are set forth below.
<TABLE>
<CAPTION>
Name Age
---- ---
<S> <C>
Bernard F. Reynolds.................................................... 58
Eli Salig.............................................................. 51
Seymour Adler, Ph.D.................................................... 52
David Tory (1)......................................................... 57
Michael J. Boylan (1)(2)............................................... 53
Ilan Kaufthal (1)(2)................................................... 52
Carl S. Koerner (2).................................................... 50
F. Samuel Smith........................................................ 60
</TABLE>
--------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
2
<PAGE>
Bernard F. Reynolds co-founded the Company in 1978. Prior to that time, Mr.
Reynolds held positions as a Senior Officer and Director--Human Resources and
Training at Dean Witter Reynolds, Inc. and Bache and Company Incorporated. Mr.
Reynolds is a former Chairman of the Wall Street Human Resource Directors
Association, and has served on the Human Resources Management Committee of the
Securities Industry Association.
Eli Salig co-founded the Company in 1978. Previously, Mr. Salig worked in
Human Resources and Training at Dean Witter Reynolds, Inc. and immediately
prior to founding the Company, Mr. Salig was a Vice President and a Director
of Corporate Personnel at Dean Witter Reynolds, Inc.
Seymour Adler, Ph.D. co-founded the Company in 1978. Prior to Dr. Adler's
present assignments, he served as Vice President, Research and Development for
the Company. In addition to having served as a consultant to industry
throughout his professional career, Dr. Adler has been on the faculties of the
City University of New York, Purdue University, and Stevens Institute of
Technology. He is currently an adjunct Professor at New York University.
David Tory joined the Company in 1996 as a director. Currently, Mr. Tory
serves as the Chairman of the Board of Directors of Broadhollow Incorporated
and a member of the Board of Directors of Flexi International and Cascade
Systems. From 1988 through 1995, Mr. Tory was employed as the President and
Chief Executive Officer of The Open Software Foundation, a nonprofit
consortium comprised of major computer hardware and software companies and
user organizations. From 1978 to 1988, Mr. Tory was employed by Computer
Associates, Inc. in Europe and the United States.
Michael J. Boylan joined the Company in 1996 as a director. Mr. Boylan is
currently employed as President of MacFadden Holdings, Inc., a privately held
New York based firm which publishes a variety of trade and consumer titles.
Prior to joining MacFadden Holdings, Inc., he was the Vice Chairman--
Publishing Operations and a member of the Board of Directors of American
Media, Inc., a leading publisher in the field of personality journalism.
Ilan Kaufthal joined the Company in 1996 as a director. Mr. Kaufthal is
Senior Managing Director & Vice Chairman of Bear Stearns. Mr. Kaufthal joined
Bear Stearns in 2000. Prior to joining Bear Stearns, Mr. Kaufthal served as
Vice Chairman of Schroder & Co., Inc. Mr. Kaufthal is also a member of the
Boards of Directors of Cambrex Corporation, United Retail Group, Inc., Russ
Berrie and Company, Inc., Edmunds.com, and Fairfield Communities, Inc.
Carl Seldin Koerner, Esq. joined the Company in 1996 as a director and
Secretary. Mr. Koerner is a partner in the law firm of Koerner Silberberg &
Weiner, LLP, counsel to the Company. Mr. Koerner is also a director of
International Smart Sourcing, Inc.
F. Samuel Smith joined the Company in February 1998 as a director. Mr. Smith
serves as a Managing Director of McLagan Partners, Inc. ("New McLagan"), a
wholly-owned subsidiary of the Company which provides comprehensive
compensation research and consulting services to companies primarily in the
financial services and securities industries. In 1969, Mr. Smith became a
partner of C. Bruce McLagan, who founded McLagan Partners Incorporated ("Old
McLagan") in 1966. Mr. Smith served as a Managing Director of Old McLagan
until it was acquired by the Company in November 1997. Mr. Smith is also a
director of Venture Management, Inc. and Chase Franklin Corporation.
During Fiscal 2000, the Board of Directors met seven times. During Fiscal
2000, each director attended at least 75% of the aggregate of (i) the total
number of meetings of the Board of Directors (held during the period for which
such director served on the Board of Directors) and (ii) the total number of
meetings of all committees of the Board of Directors on which such director
served (during the periods for which such director served on such committee or
committees).
3
<PAGE>
The Board of Directors has established an Audit Committee and a Compensation
Committee. The Audit Committee recommends the appointment of auditors and
oversees the accounting and audit functions of the Company. The Audit
Committee currently consists of Messrs. Boylan, Kaufthal and Tory. The Audit
Committee met two times during Fiscal 2000. The Compensation Committee, which
currently consists of Messrs. Boylan, Kaufthal and Koerner, determines the
salaries and bonuses of the Company's executive officers. The Compensation
Committee also administers the Company's 1996 Stock Option and Grant Plan (the
"Option Plan"), the Company's 1996 Directors Stock Option Plan (the "Directors
Plan") and the Company's 1996 Employee Stock Purchase Plan (the "Stock
Purchase Plan"). The Compensation Committee met three times during Fiscal
2000. The Board of Directors does not have a standing nominating committee.
The full Board of Directors performs the function of such a committee.
Compensation of Directors
Directors of the Company who are also employees receive no additional
compensation for their service as directors. Non-employee directors are
eligible to receive options to purchase shares of Common Stock under the
Directors Plan. Under the Directors Plan, options to purchase up to an
aggregate of 100,000 shares of Common Stock may be granted. At the Annual
Meeting, stockholders will be asked to vote on a proposal to approve an
amendment to the Directors Plan to increase the number of shares of Common
Stock reserved under the Directors Plan from 100,000 to 175,000. Pursuant to
the Directors Plan, each non-employee director is automatically granted an
option to purchase 5,000 shares of Common Stock on the first day such
individual serves as a director. In addition, each non-employee director who
is appointed chairperson of a committee of the Board of Directors receives an
option to purchase 2,500 shares of Common Stock upon such appointment. Options
issued under the Directors Plan are granted with exercise prices equal to the
fair market value of the underlying Common Stock on the date of grant, vest
ratably over three-year terms, and expire ten years after the date of grant.
Options to purchase an aggregate of 70,000 shares were granted in Fiscal
2000 under the Directors Plan. Mr. Boylan was granted an option to purchase
10,000 shares as part of his compensation as a director of the Company for
Fiscal 2000 and he was also granted an option to purchase 15,000 shares for
his compensation as a director for fiscal year ending March 31, 2001 ("Fiscal
2001"). Messrs. Kaufthal, Koerner and Tory were each granted an option to
purchase 5,000 shares as part of their compensation as directors of the
Company for Fiscal 2000 and they were also each granted an option to purchase
10,000 shares for their compensation as directors for Fiscal 2001.
All directors of the Company receive $1,000 for attendance at meetings of
the Board of Directors and its committees for Fiscal 2000 and $5,000 per annum
and $1,000 per meeting for Fiscal 2001.
Information Regarding Executive Officers
The names, ages and positions of each of the executive officers of the
Company, as well as a description of their business experience and past
employment during at least the last five years, are as set forth below:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Bernard F. Reynolds... 58 Chairman of the Board and Chief Executive Officer
Eli Salig............. 51 President and Chief Operating Officer, Director
Seymour Adler, Ph.D... 52 Executive Vice President, Director
Michael J. Mele....... 47 Senior Vice President and Chief Financial Officer
</TABLE>
For biographical information regarding Messrs. Reynolds and Salig and Dr.
Adler, see "--Information Regarding the Directors/Nominees."
Michael J. Mele joined the Company in 1997 and currently serves as Senior
Vice President and Chief Financial Officer. Prior to joining the Company, Mr.
Mele served for four years as Vice President and Chief Financial Officer of
Linotype-Hell Company. From 1991 to 1993, Mr. Mele was Vice President of
Finance and Administration for the North American operations of Daimler-Benz's
AEG Electronics subsidiary. He was previously employed by Mars, Inc., Thomas &
Betts Corporation and KPMG Peat Marwick LLP.
4
<PAGE>
Executive Compensation
Summary Compensation Table. The following table sets forth information
concerning the compensation earned during the indicated periods by the
Company's Chief Executive Officer and the Company's three (3) other most
highly compensated executive officers whose total salary and bonus exceeded
$100,000 during Fiscal 2000 (collectively, the "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation
Compensation Awards
-------------- ------------
All Other
Fiscal Salary Bonus Options Compensation
Year $ $ # $
------ ------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Bernard F. Reynolds........ 2000 425,000 -- -- 62,504(2)
Chairman of the Board and 1999 326,855 -- -- 62,204(2)
Chief Executive Officer 1998 244,292 -- -- 57,504(2)
Eli Salig.................. 2000 330,000 -- -- 40,500(2)
Chief Operating Officer 1999 281,812 -- -- 40,616(2)
1998 235,888 -- -- 35,400(2)
Seymour Adler, Ph.D........ 2000 305,000 -- 30,000 20,812(2)
Executive Vice President 1999 266,740 50,000 -- 20,597(2)
1998 225,500 -- -- 15,712(2)
Michael J. Mele............ 2000 250,000 29,619(1) 25,000 5,100(3)
President and Chief 1999 204,809 50,000 65,000 5,216(3)
Financial Officer
1998 146,250 -- 25,000 3,826(3)
</TABLE>
--------
(1) Represents the market value as of March 31, 2000, the vesting date, of
7,405 shares of restricted stock granted on June 14, 1999 less the
purchase price paid for the shares.
(2) Includes the dollar value of premiums paid by the Company with respect to
life insurance policies in the names of Messrs. Reynolds, Salig and Dr.
Adler. The face amounts of the policies are $2.3 million, $1.3 million and
$800,000 for Messrs. Reynolds and Salig and Dr. Adler, respectively. In
the event of the death of any of these executives, the Company would be
entitled to receive 50% of the applicable death benefit. Also includes
contributions made by the Company under its 401(k) plan on behalf of
Messrs. Reynolds, Salig and Adler.
(3) Represents contributions by the Company under its 401(k) plan on behalf of
Mr. Mele.
5
<PAGE>
Option Grants. The following table sets forth the option grants made during
Fiscal 2000 to the Named Executive Officers.
Option Grants in Fiscal 2000
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed
Annual Rates of
Stock Price
Appreciation For
Individual Grants Option Term(2)
----------------------------------------------- ----------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Granted(1) Fiscal Year ($/Share) Date 5% ($) 10% ($)
---------- ------------- ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Bernard F. Reynolds..... -- -- -- -- -- --
Eli Salig............... -- -- -- -- -- --
Seymour Adler, Ph.D..... 30,000 8.9% $5.25 02/02/10 $99,051 $251,014
Michael J. Mele......... 25,000 7.4% $5.25 02/02/10 $82,542 $209,179
</TABLE>
--------
(1) These options vest ratably over a three-year term.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based upon assumed rates of stock appreciation set by the Securities
and Exchange Commission (the "SEC") of five percent and ten percent
compounded annually from the date the respective options were granted.
Actual gains, if any, are dependent on the performance of the Common
Stock. There can be no assurance that the amounts reflected will be
achieved.
Year-End Option Holdings. The following table sets forth the value of
options held at the end of Fiscal 2000 by the Named Executive Officers. None
of the Named Executive Officers exercised any options during Fiscal 2000.
Fiscal 2000 Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Values of Unexercised In-
Options at Fiscal Year- the-Money Options at Fiscal
End (#) Year-End ($)
Exercisable/Unexercisable Exercisable/Unexercisable(1)
------------------------- ----------------------------
<S> <C> <C>
Bernard F. Reynolds...... --/-- --/--
Eli Salig................ --/-- --/--
Seymour Adler, Ph.D...... 124,841/30,000 --/--
Michael J. Mele.......... 59,999/55,001 --/--
</TABLE>
--------
(1) Based on $4.00 per share, the price of the last reported trade of the
Common Stock on the Nasdaq National Market on March 31, 2000.
6
<PAGE>
Employment Agreements
The Company has executive employment agreements with Messrs. Reynolds and
Salig and Dr. Seymour Adler (each an "Executive"). The current annual base
salaries of Messrs. Reynolds and Salig and Dr. Adler under their employment
agreements are $475,000, $375,000 and $350,000, respectively. Each Executive
is entitled to fringe benefits and an annual bonus to be determined by the
Board of Directors. Each Executive can be terminated for cause (as defined in
the employment agreements) with all future compensation ceasing. If the
Executive is terminated without cause, dies during the term, or is unable to
competently and continuously perform the duties assigned to him because of ill
health or other disability (as defined in the employment agreements), the
Executive or the Executive's estate or beneficiaries shall be entitled to full
compensation for three years following the date thereof. If the Executive
resigns, his compensation ceases as of the date of his resignation. During the
period of employment and for a period of three years thereafter, the
Executives are prohibited from competing with the Company. In order for a non-
competition clause to be enforceable under applicable state law, the clause
must be limited in terms of scope and duration. While the Company believes
that the non-competition clauses in the employment contracts are enforceable,
there can be no assurance that a court will declare them to be enforceable in
all circumstances.
7
<PAGE>
Stock Performance Graph
The following graph provides a comparison of cumulative total stockholder
return for the period from April 15, 1997 (the date on which the Common Stock
was first registered under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and publicly traded) through March 31, 2000,
among the Company, the Standard & Poor's Smallcap 600 Index and a peer group
composite index (the "Peer Group Index"). The Peer Group Index includes Barrett
Business Services, Inc., Fiserv, Inc., Kelly Services, Inc. and Manpower Inc.
The Stock Performance Graph assumes an investment of $100 in each of the
Company and the two indices, and the reinvestment of any dividends. The
historical information set forth below is not necessarily indicative of future
performance. Data for the Standard & Poor's Smallcap 600 Index and the Peer
Group Index was provided to the Company by Zacks Investment Research, Inc.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
4/97 1998 1999 2000
<S> <C> <C> <C> <C>
The Company ($)..................................... 100.00 175.00 132.30 66.67
Standard & Poor's ($)
Smallcap 600 Index.................................. 100.00 147.68 119.43 156.09
Peer Group Index ($)................................ 100.00 135.85 123.18 140.91
</TABLE>
8
<PAGE>
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors consists of Messrs.
Boylan, Kaufthal and Koerner.
The Compensation Committee is responsible for (i) reviewing the performance
and approving the compensation, including bonuses, of the Company's Chief
Executive Officer and the executive officers and key managers reporting
directly to the Chief Executive Officer, and (ii) administering, reviewing and
approving stock option grants and authorizing the number of shares of common
stock issuable under the Company's 1996 Stock Option and Grant Plan and the
Directors Plan.
Compensation Philosophy and Practice
The Compensation Committee's philosophy is based upon the belief that
executive compensation should be closely aligned with the annual and long-term
financial performance of the Company and increases in stockholder value. The
Compensation Committee believes that leadership and motivation of the
Company's employees is critical to the continued success of the Company and
that appropriate compensation for performance is the foundation of any
successful enterprise. As such, the Compensation Committee closely monitors
the allocation of the Company's executives' compensation among salary, bonus
and stock option grants in order to create the optimum level of incentives for
such executives to manage the Company's affairs with the goal of improving the
Company's financial performance and increasing value to stockholders.
Each year the Compensation Committee conducts a full review of the
compensation level of each of the Company's executive officers. In determining
annual compensation, the Compensation Committee considers the Company's
performance based on rate of growth and ability to meet and surpass financial
projections. Additionally, in determining compensation for executive officers
individually, the Compensation Committee considers the performance of the
specific executive, the role and level of responsibility such executive has
assumed in the Company's performance as a whole, the particular executive's
importance to the future growth of the Company and the success of the
executive individually and collectively with the other members of the
management team in achieving short-term and long-term goals.
Based upon the complexity, revenues and growth potential of the Company and
in consideration of the caliber, level of experience and performance of the
Company's management, the Compensation Committee believes that the Company's
executive compensation practices maintain an overall level of compensation
that is competitive and beneficial to the Company.
As set forth above under "Option Grants in Fiscal 2000," stock options were
granted to two of the executive officers of the Company in Fiscal 2000. Stock
options were also granted to various employees and consultants of the Company
in Fiscal 2000. The Compensation Committee recommended and the Board of
Directors approved the option grants based upon the same factors considered in
making the compensation decisions described above.
CARL SELDIN KOERNER
ILAN KAUFTHAL
MICHAEL J. BOYLAN
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Company's executive compensation is determined by the Compensation
Committee of the Board of Directors. Mr. Koerner, a member of the Compensation
Committee, is a managing partner of the law firm of Koerner Silberberg &
Weiner, LLP, which has served as counsel to the Company. See "Certain
Transactions."
CERTAIN TRANSACTIONS
Interest of Counsel
Koerner Silberberg & Weiner, LLP has been general counsel to the Company
since 1989. During Fiscal 2000, the Company paid legal fees of $221,000 to
Koerner Silberberg & Weiner, LLP. The Company believes that the fees paid to
Koerner Silberberg & Weiner, LLP are comparable to those fees that would have
been paid to an unrelated third party law firm.
10
<PAGE>
PROPOSAL 2: APPROVAL OF AN AMENDMENT TO
THE COMPANY'S 1996 DIRECTORS STOCK OPTION PLAN
Introduction
The Board of Directors has adopted, subject to stockholder approval at the
Annual Meeting, an amendment to the Directors Plan (the "Directors Plan
Amendment") pursuant to which the number of shares of Common Stock reserved
for issuance under the Directors Plan will be increased from 100,000 to
175,000.
The Board of Directors believes that the Company's growth and long-term
success depend in large part upon attracting and retaining key non-employee or
"independent" directors and that this may be achieved in part through the
grant of stock options. The Board of Directors also believes that stock
options can play an important role in the success of the Company by
encouraging and enabling the independent directors of the Company, upon whose
judgment, initiative and efforts the Company depends for guidance and
innovation, to acquire a proprietary interest in the long-term performance of
the Company. The Board of Directors believes that the proposed increase in the
number of shares issuable under the Directors Plan will help the Company
accomplish these goals and will keep the Company's directors' equity incentive
compensation in line with that of its competitors.
As of the date of this Proxy Statement, options to purchase 100,000 shares
of Common Stock currently reserved for issuance under the Directors Plan have
been granted.
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
AMENDMENT TO THE DIRECTORS PLAN.
Summary of the Directors Plan
The following description of certain features of the Directors Plan is
intended to be a summary only and does not describe every provision of the
Directors Plan.
Number of Shares Issuable. Subject to adjustment for stock splits, stock
dividends and similar events, 100,000 shares of Common Stock are currently
authorized and reserved for issuance under the Directors Plan. If adopted, the
Plan Amendment would increase the number of shares of Common Stock authorized
and reserved for issuance to 175,000. Shares of Common Stock underlying any
grants of options under the Directors Plan which expire or are canceled or
terminated (other than by exercise) shall be added back to the shares of
Common Stock available for issuance under the Directors Plan.
Plan Administration; Eligibility. The Directors Plan provides that it shall
be administered by the full Board of Directors or a committee of the Board of
Directors, as appointed by the Board of Directors from time to time. The
Directors Plan is currently administered by the Compensation Committee, which
consists of Messrs. Boylan, Kaufthal and Koerner, although the Compensation
Committee's actions with respect to the Directors Plan are subject to the
approval of the full Board of Directors. The Board of Directors may
discontinue or amend the Directors Plan at any time provided that the rights
and obligations under any option issued prior to an amendment to the Directors
Plan can not be adversely affected by such amendment without the consent of
the optionee and provided that certain amendments, if required by regulatory
requirements or in certain other circumstances, require the approval of the
Company's stockholders. The Compensation Committee has full power to select,
from among the directors eligible for awards under the Directors Plan, the
directors to whom awards will be granted, to make any combination of awards to
participants, and to determine the specific terms of each award, subject to
the provisions of the Directors Plan.
11
<PAGE>
Material Terms of Options. The Directors Plan permits the grant of Non-
Qualified Options. The exercise price of each option granted under the
Directors Plan is determined by the Compensation Committee. Each option may be
exercised only by the optionee during his or her lifetime. The term of each
option is fixed by the Compensation Committee. The Compensation Committee
determines at what time or times each option may be exercised and, subject to
the provisions of the Directors Plan, the period of time during which options
may be exercised, if any, after termination of service as a director for any
reason. Options may be made exercisable in installments, and the
exercisability of options may be accelerated by the Compensation Committee.
Upon the exercise of options, the option exercise price must be paid in full
(i) in cash or by certified or bank check or other instrument acceptable to
the Compensation Committee, (ii) if the applicable option agreement permits,
by delivery of shares of Common Stock already owned by the optionee, or (iii)
through a "cashless" exercise procedure, subject to certain limitations.
The Directors Plan provides that in the case of certain transactions
constituting a change in control of the Company, all outstanding options shall
become fully exercisable whether or not such options were exercisable
immediately prior thereto. In addition, the Directors Plan and the options
issued thereunder shall terminate upon the effectiveness of any such
transaction or event, unless provision is made in connection with such
transaction for the assumption of options theretofore granted, or the
substitution for such options of new options of the successor entity or parent
thereof, with appropriate adjustment as to the number and kind of shares and
the per share exercise prices. In the event of such termination, each holder
of outstanding options shall be permitted to exercise all options for a period
of at least 15 days prior to the date of such termination.
Tax Aspects under the U.S. Internal Revenue Code. Under current federal tax
law, a director who receives a Non-Qualified Option under the Directors Plan
does not generally realize any taxable income at the time the option is
granted. However, upon the exercise of such an option, the director will
recognize ordinary income measured by the excess of the then fair market value
of the Common Stock over the exercise price, and the Company generally will be
entitled to a tax deduction for a corresponding amount.
New Directors Plan Benefits. Options to purchase an aggregate of 20,000
shares have been granted with respect to the additional shares of Common Stock
which will be reserved for issuance if the Directors Plan Amendment is
approved by stockholders.
12
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth as of June 26, 2000 (except as otherwise
indicated) certain information regarding the beneficial ownership of Common
Stock by (i) each person or "group" (as that term is defined in Section
13(d)(3) of the Exchange Act) known by the Company to be the beneficial owner
of more than 5% of the Common Stock, (ii) each executive officer of the
Company, (iii) each director and Nominee and (iv) all directors and executive
officers as a group (10 persons). Except as otherwise indicated, the Company
believes, based on information furnished by such persons, that each person
listed below has sole voting and investment power over the shares of Common
Stock shown as beneficially owned, subject to community property laws, where
applicable.
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name of Beneficial Owner Beneficially Owned(1) Common Stock Owned
------------------------ --------------------- ------------------
<S> <C> <C>
Bernard F. Reynolds(2)............ 2,611,575(3) 39.5%
Eli Salig(2)...................... 1,215,924(4) 18.4%
Seymour Adler, Ph.D(2)............ 360,319(5) 5.4%
Michael J. Mele(2)................ 77,165(6) 1.2%
David Tory(2)..................... 32,666(7) *
Michael J. Boylan(2).............. 133,333(8) 2.0%
Ilan Kaufthal(2).................. 26,666(9) *
Carl S. Koerner(2)................ 17,766(10) *
F. Samuel Smith(2)................ 92,851 1.4%
--------- ----
All directors and executive
officers as a group (9 persons).. 4,568,265 68.3%
</TABLE>
--------
* Less than 1%
(1) In computing the number of shares of Common Stock beneficially owned by a
person, shares of Common Stock subject to options and warrants held by
that person that are currently exercisable or that become exercisable
within 60 days of June 26, 2000 are deemed outstanding. For purposes of
computing the percentage of outstanding shares of Common Stock
beneficially owned by such person, such shares of stock subject to options
or warrants that are currently exercisable or that become exercisable
within 60 days of June 26, 2000 are deemed to be outstanding for such
person but are not deemed to be outstanding for purposes of computing the
ownership percentage of any other person.
(2) The address of the holder is c/o ASI Solutions, Inc., 780 Third Avenue,
New York, NY 10017.
(3) Includes (i) 100,000 shares owned by Mr. Reynolds' wife, (ii) 17,886
shares owned by Mr. Reynolds' children, (iii) 10,000 shares owned by The
Bernard F. Reynolds Charitable Trust, (iv) 3,404 shares owned by Mr.
Reynolds' niece and (v) 450,000 shares owned by the Bernard F. Reynolds
and Anne B. Reynolds Irrevocable Family Trust, all of which 581,290 shares
Mr. Reynolds disclaims beneficial ownership.
(4) Includes (i) 15,000 shares owned by The Eli Salig Charitable Trust and
(ii) 13,616 shares owned by Mr. Salig's children, all of which 28,616
shares Mr. Salig disclaims beneficial ownership.
(5) Includes (i) 124,841 shares subject to currently exercisable stock options
and (ii) 10,000 shares owned by The Seymour Adler Charitable Trust and
20,000 owned by Mr. Adler's children, all of which 30,000 shares Mr. Adler
disclaims beneficial ownership.
(6) Includes 43,332 shares subject to currently exercisable stock options.
(7) Includes 6,666 shares subject to currently exercisable stock options.
(8) Includes 13,333 shares subject to currently exercisable stock options.
(9) Includes 6,666 shares subject to currently exercisable stock options.
(10) Includes 6,666 shares subject to currently exercisable stock options.
13
<PAGE>
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the SEC and Nasdaq. Officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish the Company copies of
all Section 16(a) forms they file. To the Company's knowledge, based solely on
a review of the copies of such reports provided to the Company and written
representations that no other reports were required during, or with respect
to, Fiscal 2000, all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than 10% beneficial owners have been
satisfied.
Independent Public Accountants
The accounting firm of PricewaterhouseCoopers LLP served as the Company's
independent public accountants during Fiscal 2000 and is expected to continue
to do so for Fiscal 2001. A representative of PricewaterhouseCoopers LLP is
expected to be present at the Annual Meeting, will be given an opportunity to
make a statement if he so desires and will be available to respond to
appropriate questions.
Expenses of Solicitation
The cost of solicitation of proxies will be borne by the Company. In an
effort to have as large a representation at the Annual Meeting as possible,
special solicitation of proxies may, in certain instances, be made personally
or by telephone, telegraph or mail by one or more employees of the Company.
The Company also may reimburse brokers, banks, nominees and other fiduciaries
for postage and reasonable clerical expenses of forwarding the proxy materials
to their principals who are beneficial owners of Common Stock.
Stockholder Proposals
Any stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 and
intended to be presented at the Company's 2001 Annual Meeting of Stockholders
must be received by the Company at its principal executive office on or before
March 23, 2001 to be eligible for inclusion in the proxy statement and form of
proxy to be distributed by the Board of Directors in connection with such
meeting.
Any stockholder proposals (including recommendations of nominees for
election to the Board of Directors) intended to be presented at the Company's
2001 Annual Meeting of Stockholders, other than a stockholder proposal
submitted pursuant to Exchange Act Rule 14a-8, must be received in writing at
the principal executive office of the Company no later than sixty (60) days
prior to the date of such meeting, nor prior to ninety (90) days prior to the
date of such meeting, together with all supporting documentation required by
the By-laws; provided, however, that in the event less than seventy (70) days'
notice or prior public disclosure of the date of such meeting is given or made
to stockholders, stockholder proposals must be received, together with all
required supporting documentation, not later than the close of business on the
tenth day following the date on which such notice or public disclosure of the
date of the annual meeting is first made.
14
<PAGE>
Other Matters
The Board of Directors does not know of any matters other than those
described in this Proxy Statement which will be presented for action at the
Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR FISCAL 2000 (INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES THERETO), WHICH WAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2000, WILL BE PROVIDED WITHOUT
CHARGE TO ANY PERSON TO WHOM THIS PROXY STATEMENT IS MAILED UPON THE WRITTEN
REQUEST OF ANY SUCH PERSON TO MICHAEL J. MELE, SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, ASI SOLUTIONS INCORPORATED, 780 THIRD AVENUE, NEW YORK, NEW
YORK 10017.
15
<PAGE>
ASI SOLUTIONS INCORPORATED
ASI SOLUTIONS INCORPORATED
780 THIRD AVENUE, NEW YORK, NEW YORK 10017
PROXY FOR COMMON STOCK
P
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O
X
Y The undersigned hereby appoints Bernard F. Reynolds and Michael J. Mele,
and each of them, proxies with full power of substitution to vote for and on
behalf of the undersigned at the Annual Meeting of Stockholders of ASI Solutions
Incorporated (the "Company"), to be held at the offices of the Company at 780
Third Avenue, New York, New York 10017 on Wednesday, September 6, 2000 at 11:00
a.m., New York time, and at any adjournments or postponements thereof, hereby
granting full power and authority to act on behalf of the undersigned at said
meeting and any adjournments or postponements thereof. The undersigned hereby
revokes any proxy previously given in connection with such meeting and
acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement and the 2000 Annual Report to Stockholders.
CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE
<PAGE>
[X] Please mark votes as in this example.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO INSTRUCTION IS INDICATED WITH
RESPECT TO THE PROPOSALS BELOW, THE UNDERSIGNED'S VOTES WILL BE CAST "FOR" EACH
OF THE NOMINEES FOR DIRECTOR OF THE COMPANY NAMED IN THE ACCOMPANYING PROXY
STATEMENT AND "FOR" THE PROPOSAL TO AMEND THE COMPANY'S 1996 DIRECTORS STOCK
OPTION PLAN. The undersigned's votes will be cast in accordance with the
proxies' discretion on such other business as may properly come before the
meeting or any adjournments or postponements thereof. PLEASE SIGN AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
1. Proposal to elect Bernard F. Reynolds, Eli Salig, Seymour Adler, Ph.D., David
Tory, Michael J. Boylan, Ilan Kaufthal, Carl S. Koerner and F. Samuel Smith
as Directors of the Company, each for a one-year term to continue until the
2001 Annual Meeting of Stockholders and until the successor of each is duly
elected and qualified.
[_] FOR ALL [_] WITHHELD [_]
FROM ALL
___________________________________
Withheld as to the nominee(s) noted
above
2. Proposal to approve the amendment to the Company's 1996 Directors Stock
Option Plan to increase the number of shares of Common Stock of the Company
that may be issued thereunder from 100,000 to 175,000.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To consider and act upon such other business as may properly come before the
meeting or any adjournments or postponements thereof.
For joint accounts, each owner should Signature:__________________Date ________
sign. Executors, administrators,
trustees, corporate officers and Signature:__________________Date ________
others acting in a representative
capacity should give full title or
authority.
