<PAGE> 1
SCHEDULE 14A INFORMATION
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as Permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
MAREX.COM, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(MAREX.COM LOGO)
2701 SOUTH BAYSHORE DRIVE, 5TH FLOOR
MIAMI, FLORIDA 33133
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 2000
---------------------
The Annual Meeting of Shareholders (the "Annual Meeting") of Marex.com,
Inc. (the "Company") will be held at The Grand Bay Hotel, 2669 South Bayshore
Drive, Miami, Florida 33133, on Thursday, May 25, 2000, at 10:00 a.m., for the
following purposes:
(1) To elect directors of the Company, each to serve until the 2001
Annual Meeting or until his successor has been duly elected and qualified;
(2) To ratify the appointment of Arthur Andersen LLP as independent
certified public accountants of the Company for the year ending December
31, 2000; and
(3) To transact any other business that properly comes before the
Annual Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 11, 2000 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the Annual Meeting or any adjournments or postponements thereof.
Whether or not you expect to be present, the Company requests that you sign
and date the enclosed proxy card as promptly as possible and return it in the
enclosed envelope. No postage is required if mailed in the United States.
All shareholders are cordially invited to attend the Annual Meeting.
By Order of the Board of Directors,
/s/ David A. Schwedel
-------------------------------------
DAVID A. SCHWEDEL
Chairman of the Board of Directors,
President and Chief Executive Officer
Miami, Florida
April 17, 2000
<PAGE> 3
MAREX.COM, INC.
2701 SOUTH BAYSHORE DRIVE, 5TH FLOOR
MIAMI, FLORIDA 33133
---------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 2000
---------------------
Marex.com, Inc., a Florida corporation (the "Company"), is furnishing this
Proxy Statement to its shareholders in connection with the solicitation of
proxies to be voted at an Annual Meeting of Shareholders (the "Annual Meeting")
of the Company to be held on Thursday, May 25, 2000 at 10:00 a.m. Proxies will
be used for the following purposes: (1) to elect directors of the Company, each
to serve until the 2001 Annual Meeting or until his successor has been duly
elected and qualified; (2) to ratify the appointment of Arthur Andersen LLP as
independent certified public accountants of the Company for the year ending
December 31, 2000; and (3) to transact any other business that properly comes
before the Annual Meeting or any adjournments or postponements thereof. The
approximate date on which this Proxy Statement and accompanying form of proxy
will first be sent to the Company's shareholders is April 17, 2000.
THIS SOLICITATION IS MADE ON BEHALF OF THE COMPANY BY THE BOARD OF
DIRECTORS OF THE COMPANY (the "Board of Directors" or the "Board"). Costs of the
solicitation will be paid by the Company. The Company will reimburse banks,
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy material to shareholders.
Holders of record of Common Stock, par value $.01 per share (the "Common
Stock"), and of Series A1 Convertible Preferred Stock, par value $.01 per share
(the "Preferred Stock"), of the Company as of the close of business on April 11,
2000 are entitled to receive notice of, and to vote at, the Annual Meeting. The
outstanding Common Stock and Preferred Stock are the only classes of securities
of the Company entitled to vote at the Annual Meeting. Each share of Common
Stock entitles its holder to one vote and each share of Preferred Stock entitles
its holder to 7.69 votes. Shareholders are not permitted to cumulate their
shares for the purpose of voting. At the close of business on April 11, 2000,
there were 6,423,806 shares of Common Stock and 210,000 shares of Preferred
Stock issued and outstanding.
Unless contrary instructions are indicated on the proxy, all shares
represented by valid proxies received in time to be voted at the Annual Meeting
(and not revoked before they are voted) will be voted "FOR" (i) the election of
the five (5) nominees for director recommended by the Board, and (ii) the
ratification of the appointment of Arthur Andersen LLP as independent certified
public accountants of the Company for the year ending December 31, 2000. If any
other business properly comes before the Annual Meeting and is submitted to a
vote of shareholders, then proxies received by the Board of Directors will be
voted in accordance with the best judgment of the designated proxy holders. A
shareholder may revoke his or her proxy at any time before exercise by
delivering to the Secretary of the Company a written notice of such revocation,
by filing with the Secretary of the Company a duly executed proxy bearing a
later date, or by voting in person at the Annual Meeting.
Shares represented by proxies that reflect abstentions or "broker
non-votes" (i.e., shares held by a broker or nominee which are represented at
the Annual Meeting, but with respect to which such broker or nominee is not
empowered to vote on a particular proposal) will be counted as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Directors will be elected by a favorable vote of a plurality of the
shares cast at the Annual Meeting, providing a quorum is present. The five
nominees who receive the greatest number of votes cast in this manner will
become directors upon the tabulation of votes. The ratification of the
appointment of Arthur Andersen LLP as independent certified public accountants
of the Company for the year ending December 31, 2000 and all other proposals
which properly come before the
<PAGE> 4
Annual Meeting will be approved by a favorable vote where the number of shares
voted for the proposal exceed the number of shares voted against said proposal
at the Annual Meeting, providing that a quorum is present.
The principal executive offices of the Company are located at 2701 South
Bayshore Drive, 5th Floor, Miami, Florida 33133. The Company's telephone number
is (305) 285-2003.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's Board is currently comprised of five directors. Directors are
elected by the shareholders at each annual meeting of shareholders to serve
until the subsequent annual meeting or until their successors are duly elected
and qualified. The Board held four meetings and took action three times by
unanimous written consent during 1999. No director attended fewer than 75% of
the aggregate of (i) the meetings held by the Board, and (ii) the meetings of
any Board Committee on which he served.
DIRECTORS/NOMINEES
The names of the nominees for election to the Board of Directors at the
Meeting, and certain information about them, are included below. All director
nominees have consented to serve, if elected.
<TABLE>
<CAPTION>
NAME AGE TITLE
- ---- --- -----
<S> <C> <C>
David A. Schwedel................................. 34 Chairman of the Board of Directors, President and
Chief Executive Officer
Daniel F. Gallagher............................... 53 Director(1)(2)
George Glazer..................................... 69 Director(2)
Robert C. Harris, Jr.............................. 53 Director
Roger Trombino.................................... 60 Director(1)
</TABLE>
- ---------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
Mr. Schwedel has served as Chairman of the Board of Directors, President
and Chief Executive Officer of the Company since 1992, when he founded the
Company. Mr. Schwedel has over 15 years experience in the marine industry as
well as over 10 years of hands-on experience in business development and
corporate communications.
Mr. Gallagher has served as a Director of the Company since November 1997.
For more than 25 years, Mr. Gallagher has been with GTE in various management
capacities and currently serves as Assistant Vice President of Business
Development for GTE Technology Organization.
Mr. Glazer has served as a Director of the Company since February 1998.
Since 1997, Mr. Glazer has served as the President of Broadcast Media, Inc., a
public relations agency. From 1970 to 1997, Mr. Glazer served in various
management capacities and as Senior Vice President and Executive Director of
worldwide broadcast and satellite services of Hill & Knowlton, an international
public affairs and public relations firm.
Mr. Harris has served as a Director of the Company since March 2000. Mr.
Harris is a Senior Managing Director at Bear, Stearns & Co. Inc. and head of
West Coast Technology Banking for the firm. From 1989 to 1997, he was co-founder
and Managing Director of Unterberg Harris, an investment banking and money
management advisory firm. Mr. Harris also co-managed the Unterberg Harris
Multimedia Fund. Mr. Harris is a member of the board of directors of MDSI Mobile
Data Solution, Inc., SoftNet Systems, Inc., and NBC Internet, Inc.
Mr. Trombino has served as a Director of the Company since 1992. Mr.
Trombino is a co-founder, and has served as the Vice President since 1996, of
Independent Purchasing Cooperative, Inc., a buying organization which services
Subway fast food franchises. Prior to that, he was an independent business
consultant for ten years. Mr. Trombino has served on the board of directors of
the Bon Secours Health System and of several charitable organizations.
2
<PAGE> 5
BOARD COMMITTEES
The Audit Committee of the Board (the "Audit Committee") has the
responsibility to review audited financial statements and accounting practices
of the Company, and to consider and recommend the employment of, and approve the
fee arrangements with, independent certified public accountants for both audit
functions and for advisory and other consulting services. The Audit Committee
held two meetings during 1999. The Audit Committee is currently comprised of
Messrs. Gallagher and Trombino (Chairman).
The Compensation Committee of the Board (the "Compensation Committee")
reviews and approves the compensation and benefits for the Company's key
executive officers, administers the Company's employee benefit plans and makes
recommendations to the Board regarding such matters. The Compensation Committee
held one meeting during 1999. The Compensation Committee is currently comprised
of Messrs. Gallagher and Glazer (Chairman).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No officer, former officer, employee or former employee served as a member
of the Compensation Committee during 1999. No interlocking relationship exists
between the Board or Compensation Committee and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past.
DIRECTOR COMPENSATION
Directors do not receive any cash fees for their service on the Board or
any Board Committees, but are entitled to reimbursement of all reasonable
out-of-pocket expenses incurred in connection with their attendance at Board and
Board Committee meetings. They are also eligible for participation in the
Company's Amended and Restated 1997 Stock Option Plan and the Company's 1996
Incentive Stock Option Plan, as described below. Messrs. Gallagher, Glazer,
Harris and Trombino have each been granted 150,000 options under these plans.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINATED
DIRECTORS
PROPOSAL NO. 2
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Audit Committee has the responsibility to recommend to the Board
annually, and at other appropriate times, the selection, retention or
termination of the Company's independent certified public accountants. The Audit
Committee has appointed Arthur Andersen LLP to audit and express an opinion on
the Company's financial statements for 2000, and this firm has advised the
Company that it is willing to serve. The Board has approved this appointment,
and the shareholders are being asked to ratify this selection. Representatives
of Arthur Andersen LLP are expected to be present at the Annual Meeting, will
have the opportunity to make a statement at the Annual Meeting if they desire to
do so and are expected to be available to respond to appropriate questions.
THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF
ARTHUR ANDERSEN LLP
3
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 11, 2000, certain information
known by the Company with respect to the ownership of shares of capital stock of
the Company as to (i) all persons who are beneficial owners of more than 5% of
any class of capital stock of the Company, (ii) each director of the Company,
(iii) each executive officer of the Company, and (iv) the directors and
executive officers of the Company as a group. The percentage ownership is based
on 6,423,806 shares of Common Stock and 210,000 shares of Preferred Stock
outstanding as of April 11, 2000. Options to purchase shares of Common Stock
which are exercisable within 60 days of April 11, 2000 are deemed outstanding
for the purpose of computing the percentage ownership of the person holding such
options, but are not deemed outstanding for computing the percentage ownership
of any other person.
<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL OWNERSHIP
OF
COMMON STOCK
----------------------------------
PERCENTAGE OF
TOTAL SHARES OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES
- ------------------------ ------------------ -------------
<S> <C> <C>
David A. Schwedel(1)........................................ 2,674,000(2) 36.0%
Michelle M. Miller(1)....................................... 45,000(3) *
Timothy W. Richardson(1).................................... 40,000(4) *
Kenbian A. Ng(1)............................................ 38,000(5) *
Roger Trombino(1)........................................... 126,000(6) 1.9%
Daniel F. Gallagher(1)...................................... 126,000(6) 1.9%
George Glazer(1)............................................ 120,000(7) 1.8%
Robert C. Harris, Jr.(1).................................... 55,000(8) *
All executive officers and directors(1) (8 persons)......... 3,224,000(9) 40.5%
5% SHAREHOLDERS:
DAL Securities, Ltd......................................... 321,429 5.0%
22 Grenville Street, PO Box 897
Jersey
Clifford Grossman........................................... 521,800(10) 8.1%
550 Brickell Avenue, Penthouse 2
Miami, FL 33131
Wien Family Holdings, L.P................................... 628,000(11) 9.8%
925 Arthur Godfrey Road, 205
Miami Beach, FL 33141
Brown Simpson Strategic Growth Fund, Ltd.................... 500,000(12) 7.2%
Brown Simpson Asset Management, LLC
152 West 57th Street, 40th Floor
New York, NY 10029
</TABLE>
- ---------------
* Less than 1%.
(1) Address is c/o the Company's principal offices at 2701 South Bayshore
Drive, 5th Floor, Miami, Florida 33133.
(2) Includes (i) fully vested options held by Mr. Schwedel to purchase
1,010,000 shares of Common Stock, (ii) warrants issued to DAS Consulting,
Inc., a corporation wholly owned by David Schwedel, exercisable at any time
for 3,000 shares of Common Stock and (iii) 1,659,000 shares held by DAS
Family Holdings, L.P., a Delaware limited partnership whose partnership
interests are owned by Mr. Schwedel's living trust.
(3) Consists of fully vested options to purchase 45,000 shares of Common Stock.
(4) Consists of fully vested options to purchase 40,000 shares of Common Stock.
(5) Consists of fully vested options to purchase 38,000 shares of Common Stock.
(6) Consists of fully vested options to purchase 126,000 shares of Common
Stock.
(7) Consists of fully vested options to purchase 120,000 shares of Common
Stock.
(8) Includes fully vested options to purchase 30,000 shares of Common Stock.
(9) Consists of fully vested options to purchase 1,535,000 shares of Common
Stock and warrants exercisable at any time for 3,000 shares of Common
Stock.
(10) Based on information contained in a schedule 13G filed with the SEC for
November 22, 1999, Mr. Grossman has sole power to vote and dispose of
521,800 shares of Common Stock including, 44,500 shares owned by CG Capital
Corp., 288,000 shares owned by CG Delaware Holdings, L.P., and 1,000 shares
owned by DAS Delaware Ventures Limited Partnership. Mr. Grossman is also
the trustee with respect to 68,000 shares of Common Stock held by various
trusts, and claims no pecuniary interest in such shares.
4
<PAGE> 7
(11) These shares are held by the Wien Family Holdings Limited Partnership. Mr.
Wien, a private investor, is the general partner of the partnership and has
both voting and investment power over the partnership. The number reflected
includes warrants exercisable at any time for 3,000 shares of Common Stock.
(12) Consists of 65,000 shares of Preferred Stock that is convertible into
500,000 shares of Common Stock.
<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL OWNERSHIP
OF
PREFERRED STOCK
----------------------------------
PERCENTAGE OF
TOTAL SHARES OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES
- ------------------------ ------------------ -------------
<S> <C> <C>
Brown Simpson Strategic Growth Fund, Ltd.................... 65,000 31.0%
Brown Simpson Asset Management, LLC
152 West 57th Street, 40th Floor
New York, NY 10029
Brown Simpson Strategic Growth Fund, L.P.................... 35,000 16.7%
Brown Simpson Asset Management, LLC
152 West 57th Street, 40th Floor
New York, NY 10029
LB I Group, Inc............................................. 25,000 11.9%
c/o Lehman Brothers, Inc.
3 World Financial Center
New York, NY 10285
Royal Bank of Canada........................................ 25,000 11.9%
c/o RBC Dominion Securities
One Liberty Plaza -- 2nd Floor
165 Broadway
New York, NY 10006
Marshall Marex L.P.......................................... 25,000 11.9%
901 North Third Street
Minnesota, MN 55401
Ford Allen-I, L.P........................................... 25,000 11.9%
c/o Ford Allen, Inc.
550 Brickell Ave
Penthouse II
Miami, FL 33131
</TABLE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The Company's executive officers who are not Directors are as follows:
<TABLE>
<CAPTION>
NAME AGE TITLE
- ---- --- -----
<S> <C> <C>
Michelle M. Miller................... 33 Chief Operating Officer
Kenbian A. Ng........................ 32 Chief Financial Officer
Timothy W. Richardson................ 36 Chief Information Officer
</TABLE>
Ms. Miller has served as the Chief Operating Officer of the Company since
October 1999. From 1997 to 1999, Ms. Miller served as Senior Vice President of
Americap LLC, a private equity firm. From 1992 to 1997, Ms. Miller held various
management capacities with such companies as Apple Computer, Inc., Columbia
Spectrum Management and Friedman, Billings, Ramsey & Co., Inc.
Mr. Ng has served as the Chief Financial Officer of the Company since March
1999. From 1997 to 1998, Mr. Ng served as the Corporate Controller and most
recently as the Chief Financial Officer of Ezcony Interamerica, Inc., a publicly
traded company. From 1992 to 1997, Mr. Ng was an associate with the accounting
firm of Arthur Andersen LLP.
Mr. Richardson has served as the Chief Information Officer of the Company
since June 1999. From 1997 to 1999, Mr. Richardson was Senior Vice President and
Chief Information Officer of the Gale Group, a division of Thomson Corp. From
1996 to 1997, Mr. Richardson served as Vice President, Strategic Accounts
5
<PAGE> 8
with the consulting firm of B.R. Blackmarr & Associates. From 1992 to 1996, Mr.
Richardson served as Director of Internet Services for DataTimes, Inc.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following is the aggregate annual remuneration of the Company's
executive officers for the lesser of: (i) the last three fiscal years, or (ii)
the executive officer's tenure with the Company.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------- ----------------------- -------
OTHER SECURITIES
ANNUAL RESTRICTED UNDER- ALL OTHER
COMPEN- STOCK LYING LTIP COMPEN-
SALARY BONUS SATION AWARD(S) OPTIONS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(3) ($) (#) ($) ($)
- --------------------------- ---- ------- ------- ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David A. Schwedel............................ 1999 130,000 165,000 -- -- 230,000 -- --
Chief Executive Officer 1998 75,000 -- -- -- -- -- --
and President 1997 75,000 -- -- -- 450,000 -- --
Michelle M. Miller........................... 1999 39,981 19,663 -- -- 225,000 -- 35,000(1)
Chief Operating Officer
Kenbian A. Ng................................ 1999 80,385 39,583 -- -- 95,000 -- --
Chief Financial Officer
Timothy W. Richardson........................ 1999 86,308 42,213 -- -- 200,000 -- 35,750(2)
Chief Information Officer
</TABLE>
- ---------------
(1) Consists of a sign on bonus paid in two equal installments of $17,500.
(2) Consists of a relocation allowance.
(3) Personal benefits received do not exceed $50,000 or 10% of such officer's
salary and bonus for the years reported.
Option Grants In Last Fiscal Year
The following table sets forth option grants to the Company's executive
officers during the year ended December 31, 1999:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL
RATE OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM(1)
--------------------------------------------------- ------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SH) DATE 5% 10%
- ---- ----------- ------------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
David A. Schwedel................................ 230,000 22.7% 10.44 7/9/04 663,407 1,465,957
Michelle M. Miller............................... 225,000 22.2% 8.38 10/6/04 520,929 1,151,117
Kenbian A. Ng.................................... 95,000 9.4% 9.94 3/1/04 260,893 576,505
Timothy W. Richardson............................ 200,000 19.8% 9.91 6/25/04 547,590 1,210,031
</TABLE>
- ---------------
(1) The 5% and 10% assumed annual rate of stock price appreciation are set forth
by the Securities and Exchange Commission and therefore, are not intended to
forecast possible future appreciation.
6
<PAGE> 9
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table provides information about the number of aggregated
option exercises during the last fiscal year and value of options held by the
Company's executive officers at December 31, 1999:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David A. Schwedel......................... -- -- 1,010,000 90,000 6,483,400 700,700
Michelle M. Miller........................ -- -- 45,000 180,000 33,975 135,900
Kenbian A. Ng............................. -- -- 19,000 76,000 -- --
Timothy W. Richardson..................... -- -- 40,000 160,000 -- --
</TABLE>
- ---------------
(1) The option value is based on the difference between the fair market value of
the shares on December 31, 1999, which was $9.13 per share, and the option
exercise price per share, multiplied by the number of shares of Common Stock
subject to the option.
EMPLOYMENT CONTRACTS
David A. Schwedel has an employment agreement with the Company effective on
January 1, 1999. Under the agreement, the Company will pay Mr. Schwedel a
minimum annual salary of $160,000 and $225,000 during the years ended December
31, 2000 and 2001, respectively, and a minimum annual salary of $265,000 during
each of the years ended December 31, 2002, 2003 and 2004.
STOCK OPTION PLANS
1996 Incentive Stock Option Plan. The Company's 1996 Incentive Stock
Option plan, as amended, allows the Company to issue, in the aggregate, options
for up to 900,000 shares of the Company's Common Stock to selected employees.
The options may be exercised at a price that is the greater of one dollar per
share, the fair market value of the Common Stock on the date of grant, or the
book value per share on the date of grant. Each option is 100% vested as of the
date of the grant and expires on the fifth anniversary of the date of grant
unless terminated earlier. As of April 11, 2000, 710,000 options had been
awarded and were outstanding under the 1996 Incentive Stock Option Plan.
Amended and Restated 1997 Stock Option Plan. The Company's Amended and
Restated Plan, allows the Company to issue, in the aggregate, options for up to
4,000,000 shares of the Company's Common Stock to selected employees, directors
or consultants of the Company. The options may be exercised at a price that is
the greater of thirty-three cents per share, the fair market value of the Common
Stock on the date of grant, or the book value per share on the date of grant.
The options vest over a period of four years with an initial vesting of 20% on
the date of grant and an additional 20% vesting on each anniversary thereafter.
Each option shall expire on the fifth anniversary of the date of grant unless
terminated earlier. As of April 11, 2000, 2,745,200 options had been awarded and
1,991,200 options were outstanding under the Amended and Restated 1997 Stock
Option Plan.
7
<PAGE> 10
REPORT OF THE COMPENSATION COMMITTEE
The Company's executive compensation program is designed to: (i) attract
and retain high-performing executives; (ii) focus executives on increasing
shareholder value by awarding them stock-based compensation directly linked to
improvements in shareholder return; (iii) compensate executives based on the
Company's performance relative to its competitors and improvements in the
Company's performance over time; and (iv) create a performance-oriented
environment in which executives can earn increased levels of compensation by
achieving superior annual and long-term business results. The compensation
program for executive officers consists of three principal elements: (i)
salaries; (ii) annual discretionary incentive bonuses; and (iii) stock options.
The compensation program is designed to set total compensation opportunity
(salary, annual bonus and stock options) at a level that is competitive with the
median level of total compensation paid to similarly positioned executives at
comparable companies.
The Compensation Committee reviews salaries annually. Salaries are based on
the competitive marketplace for comparable jobs. Individual salaries are
determined by the Compensation Committee after evaluating the executive's
experience, level and scope of responsibility within the Company, and individual
performance.
Annual discretionary bonus opportunities induce executive officers to
achieve financial and strategic goals which are directly linked with the
development of the Company. Under the bonus plan, the Compensation Committee
determines the amount of the bonus based on the achievement of the financial and
strategic goals and other relevant factors. The Compensation Committee has
discretion to pay less than the maximum amount permitted by the bonus plan.
The Company awards stock options to better align the interests of its
executive officers with those of its shareholders in increasing shareholder
value. Stock options are granted at no less than 100% of the fair market value
of the Company's Common Stock on the date of grant. Under the Amended and
Restated 1997 Stock Option Plan, options vest over a four-year period. Because
stock options provide value only in the event of share price appreciation, the
Compensation Committee believes stock options represent an important component
of the Company's executive compensation program.
The Company's Chief Executive Officer received an increase in salary in
connection with his yearly salary review. This increase was awarded to bring the
Chief Executive Officer's total compensation opportunity (salary, annual
discretionary bonus and stock options) at a competitive median level. The
Compensation Committee measured the Chief Executive Officer's performance during
1999 based on the successful completion of $7 million in equity financing,
development of the Company's operations, and initiatives that will create
long-term shareholder value. Mr. Schwedel was granted a stock option in 1999 for
230,000 shares of the Company's Common Stock at 100% of the fair market value at
the date of grant. The amount of the grant was determined to maintain Mr.
Schwedel's total compensation opportunity at a competitive median level.
The Compensation Committee:
George Glazer, Chairman
Daniel F. Gallagher, Director
8
<PAGE> 11
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock between February 4, 1998 (the date the Company's Common
Stock commenced public trading) and December 31, 1999, with the cumulative total
shareholder return of companies comprising the Nasdaq Stock Market (U.S.) Index
and the Hambrecht & Quist Internet Index. The graph assumes an initial
investment of $100 and reinvestment of all dividends.
COMPARISON OF 23-MONTH CUMULATIVE TOTAL RETURNS*
AMONG MAREX.COM, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX,
AND THE HAMBRECHT & QUIST INTERNET INDEX
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET HAMBRECHT & QUIST INTERNET
MAREX.COM, INC. (U.S.) INDEX INDEX
--------------- ------------------- --------------------------
<S> <C> <C> <C>
Feb. 4, 1998 $100.00 $100.00 $100.00
Dec. 31, 1998 659.00 137.00 146.00
Dec. 31, 1999 531.00 247.00 326.00
</TABLE>
* Reflects $100 invested on February 4, 1998 in Marex.com, Inc. stock and each
index, including reinvestment of dividends.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
All filing requirements applicable to the officers, directors and
beneficial 10% shareholders of the Company under Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") were complied with except
that Daniel F. Gallagher, Roger Trombino, David A. Schwedel, George Glazer,
Michelle M. Miller, Timothy W. Richardson, Leonard Wien, Roger Baumann, and
Kenbian A. Ng each made a late filing on Form 3 upon becoming subject to Section
16(a). Also Messrs. Gallagher and Trombino failed to report one transaction on a
timely basis in making a late filing on Form 4, and Mr. Schwedel failed to
report two transactions on a timely basis in making two late filings on Form 4.
9
<PAGE> 12
SHAREHOLDER PROPOSALS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the Annual Meeting other than the
items referred to above. If any other matter is properly brought before the
meeting for action by shareholders, proxies in the enclosed form returned to the
Company will be voted in accordance with the recommendation of the Board of
Directors or, in the absence of such a recommendation, in accordance with the
judgment of the proxy holder.
Under the Company's bylaws, no business may be brought before an annual
meeting unless it is specified in the notice of the meeting (which includes
shareholder proposals that the Company is required to include in its proxy
statement pursuant to Rule 14a-8 under the Exchange Act) or is otherwise brought
before the meeting by or at the discretion of the Board or by a shareholder
entitled to vote who has delivered notice to the Company (containing certain
information specified in the bylaws) not less than 60 or more than 90 days prior
to the meeting date. These requirements are separate from and in addition to the
Securities and Exchange Commission's requirements that a shareholder must meet
in order to have a shareholder proposal included in the Company's proxy
statement.
Shareholders interested in submitting a proposal for inclusion in the proxy
materials for the Company's annual meeting of shareholders in 2001 may do so by
following the procedures prescribed in Rule 14a-8. To be eligible for inclusion,
shareholder proposals must be received by the Company's Corporate Secretary no
later than December 17, 2000. All proposals and nominations should be directed
to the Corporate Secretary, Marex.com, Inc., 2701 South Bayshore Drive, 5th
Floor, Miami, Florida 33133. It is urged that any shareholder proposals or
nominations be sent certified mail, return-receipt requested.
ANNUAL REPORT
The Company's 1999 Annual Report to shareholders, including financial
statements for the year ended December 31, 1999, is being distributed to all
shareholders of the Company together with this Proxy Statement, in satisfaction
of the requirements of the SEC. Additional copies of such report are available
upon request. Such requests should be directed to Investor Relations, Marex.com,
Inc., 2701 South Bayshore Drive, 5th Floor, Miami, Florida 33133.
10
<PAGE> 13
OTHER MATTERS
The Company is not aware of any matters that may be presented for action by
the shareholders at the Annual Meeting other than those set forth above. If any
other matter shall properly come before the Annual Meeting, the persons named in
the accompanying form of proxy intend to vote thereon in accordance with their
best judgment.
SHAREHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
/s/ David A. Schwedel
----------------------------------------
DAVID A. SCHWEDEL
Chairman of the Board of Directors,
President and Chief Executive Officer
April 17, 2000
Miami, Florida
11
<PAGE> 14
MAREX.COM, INC.
ANNUAL MEETING OF SHAREHOLDERS--MAY 25, 2000
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
O The undersigned shareholder of MAREX.COM, INC. does hereby nominate,
constitute and appoint David A. Schwedel and Kenbian A. Ng, the true
X and lawful proxies, agents and attorneys of the undersigned, with full
power of substitution, to vote for the undersigned all of the Common
Y Stock or Preferred Stock of said corporation standing in the name of
the undersigned at the close of business on April 11, 2000 at the
Annual Meeting of Shareholders to be held at The Grand Bay Hotel, 2669
South Bayshore Drive, Miami, Florida 33133 on May 25, 2000 at 10:00
a.m. or at any adjournment or postponement thereof, with all of the
powers which would be possessed by the undersigned if personally
present as follows on the reverse side.
- ---------- -----------
SEE SEE
REVERSE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ---------- -----------
[X] Please mark votes as in this example.
IF NO CONTRARY INSTRUCTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
DIRECTOR NOMINEES AND FOR THE PROPOSAL.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Election of Directors. 3. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
Nominees: before the meeting.
David A. Schwedel
Daniel F. Gallagher
George Glazer
Robert C. Harris, Jr. NOTE: Please sign name exactly as your name (or names)
Roger Trombino appears hereon. When signing as attorney,
executor, administrator, trustee or guardian
[ ] For all nominees except as marked please give full title. If more than one trustee,
all should sign. All joint owners must sign.
[ ] Withhold authority to vote for all nominees listed
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, Signature:_____________________ Date: _____________
STRIKE A LINE THROUGH THAT NOMINEE'S NAME.
Signature: ____________________ Date:______________
2. Proposal to ratify the appointment of Arthur Andersen
LLP as independent certified public accountants for PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
the year ending December 31, 2000. IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
