<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section240.14a-11(c) or
Section240.14a-12
STREAMLINE.COM, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
STREAMLINE.COM, INC.
27 DARTMOUTH STREET
WESTWOOD, MA 02090
------------------------
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
---------------------
TO THE SHAREHOLDERS OF STREAMLINE.COM, INC.:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders of
Streamline.com, Inc. will be held at Streamline's principal offices at 27
Dartmouth Street, Westwood, MA 02090, on May 25, 2000, at 10:00 A.M., local
time, for the following purposes:
1. To elect three Class I directors of Streamline;
2. To consider and vote upon a proposal to ratify the selection by the
Board of Directors of PricewaterhouseCoopers LLP as independent auditors
of Streamline for the fiscal year ending December 30, 2000; and
3. To transact such other business as may properly come before the meeting
or any adjournments or postponements thereof.
Only shareholders of record at the close of business on April 5, 2000 are
entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence P. Anderson,
ASSISTANT SECRETARY
Westwood, MA
April 17, 2000
- --------------------------------------------------------------------------------
NOTE: THE BOARD OF DIRECTORS SOLICITS THE EXECUTION AND PROMPT RETURN OF THE
ACCOMPANYING PROXY. A RETURN ENVELOPE IS ENCLOSED.
- --------------------------------------------------------------------------------
<PAGE>
STREAMLINE.COM, INC.
----------------
PROXY STATEMENT
---------------------
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of the common stock, $.01
par value per share ("Common Stock"), of Streamline.com, Inc. (the "Company" or
"Streamline") in connection with the solicitation of proxies on behalf of the
Board of Directors of the Company for use at the 2000 Annual Meeting of
Shareholders to be held on May 25, 2000 (the "Meeting") and at any adjournment
or postponement thereof, pursuant to the accompanying Notice of 2000 Annual
Meeting of Shareholders. The purposes of the Meeting and the matters to be acted
upon are set forth in the accompanying Notice of 2000 Annual Meeting of
Shareholders. The Board of Directors knows of no other business that will come
before the Meeting.
The Company's principal executive offices are located at 27 Dartmouth
Street, Westwood, MA 02090. This Proxy Statement and proxies for use at the
Meeting will be first mailed to shareholders on or about April 17, 2000, and
such proxies will be solicited chiefly by mail, but additional solicitations may
be made by telephone or telegram by the directors, officers and employees of
Streamline. All solicitation expenses, including costs of preparing, assembling
and mailing proxy material, will be borne by Streamline. Streamline has not
retained the services of any proxy solicitation firm to assist in this
solicitation.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Meeting and a return envelope for the proxy
are enclosed. Shareholders may revoke the authority granted by their execution
of proxies at any time before their effective exercise by filing with the
Secretary of Streamline a written revocation or a duly executed proxy bearing a
later date or by voting in person at the Meeting. Proxies in the form enclosed,
unless previously revoked, will be voted at the Meeting in accordance with the
choice or instructions specified thereon or, in the absence of such
specifications, in favor of the nominees for directors, in favor of the proposal
set forth thereon, and, with respect to any other business which may properly
come before the meeting, in the discretion of the named proxies.
RECORD DATE AND VOTING RIGHTS
Only shareholders of record at the close of business on April 5, 2000 are
entitled to notice of, and to vote, at the Meeting or any adjournment or
postponement thereof. Streamline had outstanding on April 5, 2000, 22,315,078
shares of Common Stock, each of which is entitled to one vote upon the matters
to be presented at the Meeting. The presence, in person or by proxy, of a
majority of the issued and outstanding shares of Common Stock will constitute a
quorum for the transaction of business at the Meeting. Votes withheld from any
nominee, abstentions and broker "non-votes" are counted as present or
represented for purposes of determining the presence or absence of a quorum for
the Meeting. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on one or more proposals. Abstentions are
included in the number of shares present or represented and voting on each
matter and, therefore, have the effect of a vote against the applicable
proposal. Broker "non-votes" are not counted among the shares voting on the
applicable matter.
<PAGE>
PRINCIPAL SHAREHOLDERS OF STREAMLINE
The following table sets forth certain information regarding beneficial
ownership of Streamline's common stock as of April 5, 2000 by (a) each person
known by Streamline to own beneficially more than 5% of Streamline's common
stock, (b) each of Streamline's directors and each of the named executive
officers and (c) all current executive officers and directors of Streamline as a
group.
Unless otherwise indicated, Streamline believes that each person or entity
named below has sole voting and investment power or shares such power with
respect to all shares listed as owned by such person, subject to the information
set forth in the footnotes to the table below.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING SHARES OF
OF BENEFICIAL OWNER OF COMMON STOCK(1) COMMON STOCK OWNED(2)
- ------------------- -------------------- ---------------------
<S> <C> <C>
Nordstrom, Inc.(3)................................... 7,519,507 33.6%
Michael Stein
1617 Sixth Avenue
Seattle, WA 98101
Reliance Insurance Company(4)........................ 2,607,615 11.7%
John P. Fitzsimons
55 East 52(nd) Street
New York, NY 10055
Timothy A. DeMello(5)................................ 1,844,310 8.2%
c/o Streamline.com, Inc.
27 Dartmouth Street
Westwood, MA 02090
Thomas O. Jones(6)................................... 160,000 *
Edward Albertian(7).................................. 1,000 *
Mark A. Cohn(8)...................................... 65,000 *
J. Daniel Nordstrom.................................. 15,000 *
Charles C. Conaway................................... --
Mary E. Wadlinger(9)................................. 62,500 *
John Cagno(10)....................................... 28,500 *
Lauren Farrell (11).................................. 37,500 *
All current executive officers and directors as a
group (15 persons)(12)............................. 12,376,766 54.3%
</TABLE>
- ------------------------
* Less than 1%
(1) A person is considered to beneficially own any shares (a) over which such
person exercises sole or shared investment power or (b) of which such
person has the right to acquire beneficial ownership at any time within
60 days of April 5, 2000.
(2) Shares which may be acquired through the exercise of options are deemed to
be outstanding for the purposes of computing the percentage ownership of
the person holding such shares, but are not deemed outstanding for purposes
of computing the percentage of any other person shown on the table.
(3) Consists entirely of shares of Streamline common stock beneficially owned
by Nordstrom, Inc, of which 77,774 shares are issuable to Nordstrom upon
the exercise of a presently exercisable warrant.
2
<PAGE>
Mr. Stein, a director of Streamline, is Executive Vice President of
Nordstrom, Inc. Although Mr. Stein may be deemed to be a beneficial owner
of such shares, he disclaims all such beneficial ownership except to the
extent of his financial interest therein.
(4) Consists of 2,597,615 shares of Streamline common stock beneficially owned
by Reliance Financial Services Corporation and 10,000 shares issuable to
Mr. Fitzsimons upon the exercise of presently exercisable options.
Mr. Fitzsimons, a director of Streamline, is Senior Vice President,
Director of Equities of Reliance. Although Mr. Fitzsimons may be deemed to
be a beneficial owner of the shares beneficially owned by Reliance
Financial Services Corporation, he disclaims all such beneficial ownership
except to the extent of his financial interest therein.
(5) Includes an aggregate of 15,300 shares held in custody for Mr. DeMello's
children and an aggregate of 188,686 shares held in trusts with respect to
which Mr. DeMello or his children have a beneficial interest. Mr. DeMello
disclaims beneficial ownership of such shares except to the extent of his
financial interest therein. Also includes 50,000 shares issuable to
Mr. DeMello upon the exercise of presently exercisable stock options.
(6) Consists of 50,000 shares issuable to Elm Square Technologies upon the
exercise of a warrant issued in March 1997 and 100,000 shares issuable to
Elm Square Technologies upon the exercise of a warrant issued in
December 1998 (each such warrant was issued in connection with services
provided by Elm Square Technologies, of which Mr. Jones is the President,
to Streamline) and 10,000 shares issuable upon the exercise of presently
exercisable stock options. Although Mr. Jones may be deemed to be a
beneficial owner of the shares issuable to Elm Square Technologies pursuant
to the warrant, he disclaims all such beneficial ownership except to the
extent of his financial interest therein.
(7) Consists entirely of 1,000 shares held in custody for Mr. Albertian's
children.
(8) Includes 22,500 shares issuable to Mr. Cohn upon the exercise of presently
exercisable options.
(9) Consists of 62,500 shares issuable to Ms. Wadlinger upon the exercise of
presently exercisable stock options.
(10) Includes 27,500 shares issuable to Mr. Cagno upon the exercise of
presently exercisable options.
(11) Consists entirely of 37,500 shares issuable to Ms. Farrell upon the
exercise of presently exercisable options.
(12) Includes 463,608 shares issuable upon exercise of presently exercisable
options and warrants.
3
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
The Board of Directors has set the number of Board members at nine. The
Board of Directors is divided into three classes, with one class of directors
elected each year at the annual meeting of shareholders for a three year term of
office. All directors of a class hold their positions until the annual meeting
of shareholders at which their terms of office expire and until their successors
have been duly elected and qualified.
The term of office of John P. Fitzsimons, Charles C. Conaway and Michael
Stein, the Class I directors of Streamline, will expire at the Meeting.
Streamline has nominated Messrs. Fitzsimons, Conaway and Stein (the "Nominees")
for reelection as Class I directors of Streamline to hold office until the
annual meeting of shareholders to be held in 2003 and until their respective
successors have been duly elected and qualified. In the event any of the
Nominees shall be unable or unwilling to serve as a director, discretionary
authority is reserved to vote for a substitute or substitutes. The Board of
Directors has no reason to believe that any of the Nominees will be unable or
unwilling to serve. Proxies cannot be voted for any persons other than the
Nominees. The affirmative vote of a plurality of the shares of Common Stock
present at the Meeting, in person or by proxy, is required for the election of
the Class I directors. There is currently a vacancy in Class II of the Board of
Directors of Streamline for which no nominee is herein put forth. This position
may be filled later by the Board of Directors. Proxies may not be voted for a
greater number of persons than the number of Nominees herein put forth.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF EACH OF THE
NOMINEES. Unless authority to do so is withheld, the persons named in each proxy
will vote the shares represented thereby "FOR" the election of the Nominees.
INFORMATION AS TO DIRECTORS AND NOMINEES FOR DIRECTOR
The following table sets forth the names of the directors of Streamline
(including the Nominees), their ages, their positions with Streamline, the year
in which each first became a director, the expiration of the term of office of
each, and the class of director of each.
<TABLE>
<CAPTION>
DIRECTOR TERM CLASS OF
NAME AGE POSITION(S) HELD SINCE EXPIRES DIRECTOR
- ---- -------- --------------------------------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Timothy A. DeMello.......... 41 Chairman and Chief Executive 1993 2002 III
Officer
Edward Albertian............ 47 President, Chief Operating 1999 2001 II
Officer and Director
Mark A. Cohn(1)............. 43 Director 1993 2002 III
Charles C. Conaway(2)....... 40 Director 1999 2000 I
John P. Fitzsimons(2)....... 55 Director 1998 2000 I
Thomas O. Jones............. 55 Director 1998 2001 II
J. Daniel Nordstrom(1)...... 37 Director 1998 2002 III
Michael Stein(2)............ 51 Director 2000 2000 I
</TABLE>
- ------------------------
(1) Member of Compensation Committee of the Board of Directors.
(2) Member of Audit Committee of the Board of Directors.
4
<PAGE>
TIMOTHY A. DEMELLO is the founder, Chairman and Chief Executive Officer of
Streamline. Prior to launching Streamline in 1993, Mr. DeMello was founder,
President and Chief Executive Officer of Replica Corporation. Previously,
Mr. DeMello served as Vice President of L.F. Rothschild, Unterberg, Towbin from
1985 to 1987 and as Vice President of Kidder Peabody & Company from 1981 to
1985. Mr. DeMello received a Bachelor of Science degree in business from Babson
College and currently sits on its Board of Trustees.
EDWARD ALBERTIAN has been President and Chief Operating Officer of
Streamline since September 1999. He has served as director of Streamline since
December 16, 1999. From 1995 to September 1999, Mr. Albertian served as Chief
Operating Officer of the Star Markets Company, a premier regional food retailer
in New England. Prior to joining Star Markets, Mr. Albertian spent nine years as
Senior Vice President of Eastern Operations at Staples, Inc., a national office
supply superstore. Mr. Albertian received a Bachelors degree from the University
of Miami and a Masters of Business Administration from Northeastern University.
MARK A. COHN has served as a director of Streamline since June 1993.
Mr. Cohn founded Damark International, Inc. and has been its Chief Executive
Officer since 1986.
CHARLES C. CONAWAY has served as a director of Streamline since
December 1999. Mr. Conaway has served as Executive Vice President and Chief
Financial Officer of CVS Corporation and CVS Pharmacy, Inc. since July 1996 and
February 1995, respectively. He served as Senior Vice President--Pharmacy of CVS
Pharmacy, Inc. from September 1992 through February 1995.
JOHN P. FITZSIMONS has served as a director of Streamline since
September 1998. Mr. Fitzsimons has been Senior Vice President, Director of
Equities of Reliance Insurance Company since February 1999. Prior to his current
position, he served as Vice President of Reliance Insurance Company from 1990
through 1994 and as Vice President, Director of Equities from 1994 to
February 1999.
THOMAS O. JONES has served as a director since January 1998. He was Chief
Information Officer of Streamline from March 1997 to December 1997. He has also
been President and CEO of Elm Square Technologies, Inc. since January 1994.
Mr. Jones was a Senior Lecturer at Harvard Business School from November 1991 to
June 1995 and at MIT Sloan School from September 1998 to December 1998.
J. DANIEL NORDSTROM has served as a director of Streamline since
September 1998. Since November 1, 1999, he has been Chief Executive Officer of
Nordstrom.com, L.L.C. From 1995 to October 31, 1999, Mr. Nordstrom was
Co-President of Nordstrom, Inc., where he oversaw the Direct Sales Division
which he launched in 1993. Previously, he served in several capacities at
Nordstrom, Inc. Mr. Nordstrom received his Masters of Business Administration
degree from the University of Washington in 1989.
MICHAEL STEIN has served as a director of Streamline since February 2000.
Mr. Stein is currently Executive Vice President and Chief Financial Officer of
Nordstrom, Inc. He joined Nordstrom, Inc. on October 15, 1998. Prior to joining
Nordstrom, Mr. Stein served as Executive Vice President and Chief Financial
Officer of Marriott International, Inc. from October 1993 to October 1998.
Streamline's executive officers are appointed by the board of directors and
serve until their successors have been duly elected and qualified. There are no
family relationships among any of Streamline's executive officers or directors.
The Board of Directors held nine meetings and took action by written consent
on three occasions during the fiscal year ended January 1, 2000.
COMMITTEES OF THE BOARD OF DIRECTORS
The compensation committee consists of Mr. Cohn and Mr. Nordstrom. The
compensation committee reviews and evaluates the salaries, supplemental
compensation and benefits of Streamline's officers, reviews general policy
matters relating to compensation and benefits of Streamline's employees and
makes
5
<PAGE>
recommendations concerning these matters to the board of directors. The
compensation committee is also authorized to administer Streamline's stock
option and stock purchase plans. The compensation committee met informally and
presented matters for approval of the full board of directors on several
occasions and took action by written consent on one occasion during the fiscal
year ended January 1, 2000.
The audit committee consists of Messrs. Fitzsimons, Conaway and Stein. The
audit committee reviews with Streamline's independent accountants the scope and
timing of its audit services, the accountants' report on Streamline's financial
statements following completion of their audit and Streamline's policies and
procedures with respect to internal accounting and financial controls. In
addition, the audit committee will make annual recommendations to the board of
directors for the appointment of independent accountants for the ensuing year.
The audit committee held two meetings during the fiscal year ended January 1,
2000.
DIRECTOR COMPENSATION
Directors of Streamline have not received compensation for their services as
directors. However, non-employee directors are reimbursed for travel expenses.
Streamline maintains directors' and officers' liability insurance and
Streamline's by-laws provide for mandatory indemnification of directors and
officers to the fullest extent permitted by Delaware law. In addition, the
charter limits the liability of directors to Streamline and Streamline's
shareholders for breaches of the directors' fiduciary duties to the fullest
extent permitted by Delaware law. Under Streamline's director stock option plan,
at the discretion of the board of directors, non-employee directors are eligible
to receive options to purchase shares of common stock at the fair market value
on the date of grant. In February 2000, Messrs. Fitzsimons, Jones, Cohn and
Conaway, as non-employee directors of Streamline, received stock options to
purchase 50,000 shares of common stock, subject in each case to a vesting
schedule based on the length of time such director has served on Streamline's
board of directors. Messrs. Nordstrom and Stein declined to accept Streamline's
offer of stock options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the compensation committee has been an employee of Streamline.
No executive officer of Streamline serves as a member of the board of directors
or compensation committee of any other entity that has one or more executive
officers serving as a member of Streamline's board of directors or compensation
committee.
EMPLOYMENT AGREEMENTS
Streamline has an employment agreement with Mr. DeMello, dated as of
April 9, 1999, providing for Mr. DeMello to be employed as Streamline's Chief
Executive Officer. Under the terms of the employment agreement, Mr. DeMello is
to be paid a base annual salary of $200,000, subject to increase from time to
time by the board of directors, and is eligible to receive an annual bonus at
the discretion of the board of directors which is not to exceed 50% of his then
current base salary. Mr. DeMello is also entitled to life insurance, health
insurance and other employee fringe benefits to the extent that Streamline makes
benefits of this type available to Streamline's other executive officers. Under
the employment agreement, upon the closing of Streamline's initial public
offering Mr. DeMello received stock options to purchase 250,000 shares of common
stock at an exercise price of $10.00 per share, the initial public offering
price of Streamline's common stock. These stock options become exercisable at
the rate of 20% per year over five years. If Streamline terminates
Mr. DeMello's employment without cause or if he resigns for good reason,
Streamline must continue to pay his base salary and benefits for a period of two
years and any stock options and restricted stock that he may have at the time
will become immediately exercisable and fully vested.
6
<PAGE>
Pursuant to an offer letter from Streamline to Mr. Albertian, dated
August 27, 1999, with respect to Mr. Albertian's employment as President and
Chief Operating Officer, Mr. Albertian is to be paid a starting base annual
salary of $275,000, and a bonus for the 1999 calendar year of $43,875.
Mr. Albertian is also eligible to receive an annual bonus of up to 50% of his
base salary for calendar year 2000, based upon mutually agreed upon performance
criteria. Under the offer letter, Mr. Albertian received a stock option to
purchase 300,000 shares of common stock which vests in equal installments over a
4-year period. In addition, he is entitled to life insurance, health insurance
and other employee fringe benefits. If Streamline terminates Mr. Albertian
without cause after 180 days of employment, Streamline must pay Mr. Albertian
his base salary for a period of one year and his target bonus. During any such
period after termination, Mr. Albertian's stock options would continue to vest
and he would be entitled to Streamline's employee benefits.
Pursuant to an offer letter from Streamline to Mr. J. Gregory Ambro, dated
November 12, 1999, with respect to Mr. Ambro's employment as Chief Financial
Officer, Mr. Ambro is to be paid a starting base annual salary of $200,000, and
a bonus for the 2000 calendar year of up to 25% of his base annual salary.
Mr. Ambro's compensation is subject to annual review. Under the offer letter,
Mr. Ambro received a stock option to purchase 150,000 shares of common stock
which vests in equal installments over a 4-year period. In addition, he is
entitled to life insurance, health insurance and other employee fringe benefits.
Streamline agreed to reimburse Mr. Ambro for certain relocation expenses up to
an aggregate of $40,000 and to reimburse him for temporary housing expenses. If
Streamline terminates Mr. Ambro without cause, Streamline must pay Mr. Ambro his
base salary for a period of one year. During any such period after termination,
Mr. Ambro's stock options would continue to vest and he would be entitled to
Streamline's employee benefits.
With the exception of Mr. DeMello, Mr. Albertian and Mr. Ambro, none of
Streamline's current executive officers has an employment contract or severance
arrangement with Streamline and each of such officers serves at the discretion
of the board of directors. All of Streamline's executive officers and key
employees have signed non-disclosure agreements and non-competition and
non-solicitation agreements that extend for two years after employment
termination.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the compensation
of Streamline's chief executive officer and the four other most highly
compensated executive officers whose total salary and bonus exceeded $100,000
for the year ended January 1, 2000.
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED JANUARY 1, 2000 AND
DECEMBER 31, 1998
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION AWARDS
COMPENSATION -------------------
------------------- SECURITIES
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS UNDERLYING OPTIONS
- ------------------------------ -------- -------- -------- -------------------
<S> <C> <C> <C> <C>
Timothy A. DeMello.............................. 1999 $189,231 $45,000 250,000
Chairman and Chief Executive Officer 1998 157,385 -- --
Edward Albertian(1)............................. 1999 112,250 43,875 300,000
President, Chief Operating Officer
Mary E. Wadlinger............................... 1999 120,107 15,000 37,500
Vice President, Customer Relations and Human 1998 102,442 -- --
Resources
John Cagno(1)................................... 1999 126,028 -- 82,500
Vice President, Information Technology
Lauren Farrell(2)............................... 1999 105,571 10,000 32,500
Vice President, Finance
</TABLE>
- ------------------------
(1) Mr. Albertian and Mr. Cagno commenced employment with Streamline in 1999.
(2) Ms. Farrell's employment with Streamline terminated in March 2000.
Ms. Farrell's total compensation for 1998 was less than $100,000.
8
<PAGE>
STOCK OPTION GRANTS
The following table contains information concerning the grants of options to
purchase common stock made in the year ended January 1, 2000 to each of the
officers named in the Summary Compensation Table. Stock options are generally
granted at 100% of the fair value of the common stock as determined by the board
of directors on the date of grant.
OPTION GRANTS IN FISCAL YEAR ENDED JANUARY 1, 2000
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL RATES
------------------------------------------------------------------- OF STOCK PRICE
NUMBER OF PERCENT OF TOTAL APPRECIATION FOR OPTION
SECURITIES OPTIONS GRANTED TO EXERCISE OR TERM(1)
UNDERLYING OPTIONS EMPLOYEES IN FISCAL BASE PRICE EXPIRATION ---------------------------
NAME GRANTED YEAR PER SHARE DATE 5% 10%
- ---- ------------------ ------------------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Timothy A. DeMello..... 250,000 14.43% $10.00 4/1/09 $1,572,500 $3,984,356
Edward Albertian....... 300,000 17.32% 6.563 9/8/09 1,238,100 3,137,100
Mary E. Wadlinger...... 37,500 2.16% 7.00 1/22/09 165,000 418,500
John Cagno............. 82,500 4.76% 7.00 1/22/09 363,000 920,700
Lauren Farrell......... 32,500 1.88% 7.00 1/22/09 143,000 362,700
</TABLE>
- ------------------------
(1) Assumes appreciation in the independently appraised value of the common
stock of 5% and 10% per year over the ten-year option period as mandated by
the rules and regulations of the Securities and Exchange Commission, and
does not represent Streamline's estimate or projection of the future value
of the common stock. The actual value realized may be greater or less than
the potential realizable values set forth in the table.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning option holdings for
the year ended January 1, 2000 with respect to each of the officers named in the
Summary Compensation table.
YEAR-END OPTION VALUES FOR FISCAL YEAR ENDED JANUARY 1, 2000
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT YEAR-END OPTIONS AT YEAR-END
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Timothy A. DeMello............................. 50,000 200,000 -- --
Edward Albertian............................... 0 300,000 -- $599,100
Mary E. Wadlinger.............................. 50,833 36,667 $153,700 57,200
John Cagno..................................... 27,500 55,000 42,900 85,800
Lauren Farrell................................. 27,500 22,500 92,500 35,100
</TABLE>
- ------------------------
(1) Value is determined by subtracting the exercise price from $8.56 (the
closing price of the common stock on December 31, 1999, the last trading day
of Streamline's fiscal year ended January 1, 2000) multiplied by the number
of shares underlying the options.
In the year ended January 1, 2000 none of the officers named in the Summary
Compensation Table exercised any options.
9
<PAGE>
STOCK OPTION PLANS
AMENDED AND RESTATED 1993 EMPLOYEE OPTION PLAN
In June 1993, Streamline's board of directors and shareholders approved
Streamline's 1993 employee option plan, which provides for the grant of
incentive stock options and nonqualified stock options to employees, including
officers and employee directors, consultants and advisors.
The purpose of the employee option plan is to attract and retain the best
available personnel for positions of substantial responsibility and to provide
additional incentive to employees, officers and directors of and consultants and
advisors. No participant in the employee option plan may, in any one year, be
granted stock options with respect to more than 1,000,000 shares of common
stock.
In the event of a consolidation, merger or sale of all or substantially all
of the assets of Streamline in which outstanding shares of common stock are
exchanged for securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of Streamline, the board of
directors of Streamline, or the board of directors of any corporation assuming
the obligations of Streamline, may, in its discretion, provide that outstanding
options under the employee option plan be:
- assumed, or equivalent options substituted, by the acquiring or succeeding
corporation, or an affiliate of the acquiring or succeeding corporation
- exercised within a specified period of time, at the end of which period
the options will terminate
- terminated in exchange for a cash payment
- exercised in full immediately prior to such event
As of April 5, 2000, 2,833,174 shares were issued or issuable upon exercise
of options granted according to the employee option plan, and options to
purchase an additional 166,826 shares remained available for grant. On April 5,
2000, the closing price of Streamline common stock reported on the Nasdaq
National Market was $5.25 per share.
AMENDED AND RESTATED 1993 DIRECTOR OPTION PLAN
In June 1993, Streamline's board of directors and shareholders approved the
1993 director option plan which provides for the grant of nonqualified stock
options to directors of Streamline who are not also employees of Streamline.
Options are granted under the director option plan at the discretion of the
board of directors at an exercise price equal to the fair market value of the
common stock on the date of grant, and have a term of ten years.
In the event of a consolidation, merger or sale of all or substantially all
of the assets of Streamline in which outstanding shares of common stock are
exchanged for securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of Streamline, the board of
directors of Streamline, or the board of directors of any corporation assuming
the obligations of Streamline, may, in its discretion, provide that outstanding
options under the director option plan be:
- assumed, or equivalent options substituted, by the acquiring or succeeding
corporation, or an affiliate thereof
- exercised within a specified period of time, at the end of which period
the options will terminate
- terminated in exchange for a cash payment
- exercised in full immediately prior to such event
A maximum of 400,000 shares have been authorized for issuance pursuant to
the director option plan. As of April 5, 2000, 62,500 shares had been issued
upon exercise of options granted under the director
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option plan, options for 225,000 shares were outstanding and options to purchase
an additional 112,500 shares remained available for grant.
1999 EMPLOYEE STOCK PURCHASE PLAN
In April 1999, Streamline's board of directors and stockholders approved the
1999 employee stock purchase plan, which enables eligible employees to acquire
shares of Streamline's common stock through payroll deductions. Streamline's
employee stock purchase plan is intended to qualify as an employee stock
purchase plan under Section 423 of the Internal Revenue Code. Offerings under
the employee stock purchase plan start on January 1 and July 1 of each year and
end on June 30 and December 31 of each year. During each offering period, an
eligible employee may select a rate of payroll deduction of from 1% to 10% of
compensation, up to an aggregate of $12,500 in any offering period. The purchase
price for Streamline's common stock purchased under Streamline's employee stock
purchase plan is 85% of the lesser of the fair market value of the shares on the
first day or the last day of the offering period. An aggregate of 250,000 shares
of common stock have been reserved for issuance under the employee stock
purchase plan. No shares of common stock have yet been issued under the plan.
401(k) PLAN
Streamline has established a tax-qualified cash or deferred profit sharing
plan or 401(k) plan covering all of Streamline's eligible full-time employees.
Streamline adopted the 401(k) plan effective January 1, 1997. Under the plan,
participants may elect to contribute, through salary reductions, up to 15% of
their annual compensation subject to a statutory maximum. Streamline does not
currently provide additional matching contributions under the 401(k) plan, but
may do so in the future. The 401(k) plan is designed to qualify under
Section 401 of the Internal Revenue Code of 1986, as amended, so that
contributions by employees or by Streamline to the plan, and income earned on
plan contributions, are not taxable to employees until withdrawn from the 401(k)
plan, and so that contributions by Streamline, if any, will be deductible by
Streamline when made.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE OFFICER COMPENSATION
COMPENSATION PHILOSOPHY AND OBJECTIVES
Streamline's executive officer compensation consists of three primary
components: base salary, annual bonuses, and grants of stock options. Each
component is intended to further Streamline's overall compensation philosophy
and to achieve Streamline's compensation objectives. Streamline's compensation
philosophy is that executive officer compensation should reflect the value
created and protected for shareholders, while furthering Streamline's short- and
long-term strategic goals and values by aligning compensation with business
objectives and individual performance. Short- and long-term compensation should
motivate and reward high levels of performance and are geared to attract and
retain qualified executive officers.
Streamline's executive officer compensation program is based on the
following principles and objectives:
- Competitive, Fair and Balanced Compensation
Streamline is committed to providing an executive officer compensation program
that helps attract and retain highly qualified executive officers. To ensure
that compensation is competitive, Streamline compares its compensation practices
with those of other companies and compensation for similar positions in the
market. Streamline also seeks to achieve a balance of the compensation paid to a
particular individual and the compensation paid to other executive officers
inside Streamline and strives to achieve a balance between the fixed and
variable components of each executive officer's compensation.
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- Performance
Executive officers are rewarded based upon both corporate and individual
performance. Corporate performance is evaluated by reviewing the extent to which
strategic and business plan goals are met. Individual performance is evaluated
by reviewing the achievement of specified individual objectives and the degree
to which the executive officer contributed to the overall success of Streamline
and the management team.
In evaluating each executive officer's performance, Streamline generally follows
the process described below:
- Prior to or shortly after the beginning of each fiscal year, Streamline's
goals and objectives are set through the preparation of the annual plan.
Mr. DeMello reports to the Board on Streamline's progress toward the
achievement of these goals and objectives throughout the year at Board
meetings and at other times as necessary.
- Shortly after the beginning of each fiscal year, the compensation
committee considers the performance review by Mr. DeMello of each
executive officer other than Mr. DeMello during the fiscal year just
ended, with particular emphasis on the contribution made toward the
attainment of Streamline's goals and objectives for that year. The
compensation committee then reviews the recommendations of Mr. DeMello
regarding salary, bonus and option awards for each executive officer.
Based upon all the information available, including the performance of the
individual officer and compensation information for individuals holding
similar positions in other companies, the compensation committee makes the
final determination of the salary, bonus and option awards for each
executive officer.
- At the same time, the compensation committee also addresses certain
aspects of Mr. DeMello's compensation. Since his base salary level is set
by his Employment Agreement (see "Employment Agreements" above), this
annual determination by the compensation committee relates only to his
annual salary increase, if any, the discretionary portion of his annual
bonus and stock option grants.
COMPENSATION FOR THE FISCAL YEAR ENDED JANUARY 1, 2000
SALARY
As described above, the compensation committee sets the base salary for
executive officers after reviewing the Chief Executive Officer's recommendation
and evaluations of performance, compensation for competitive positions in the
market and the historical compensation levels of the executive officers. In
Mr. DeMello's case, this process applies only to any annual increase in his base
salary under his Employment Agreement. The compensation committee reviewed the
salaries of Streamline's executive officers, including Mr. DeMello, and
Streamline's financial performance for fiscal year ended January 1, 2000. Based
upon this review, the compensation committee concluded that increases of up to
20% were appropriate for some of the executive officers.
BONUS AWARDS
For the fiscal year ended January 1, 2000, Streamline's executive officers,
other than Mr. DeMello, were eligible to receive bonuses at the discretion of
the compensation committee in light of recommendations by Mr. DeMello relating
thereto. Mr. DeMello was eligible to receive a bonus at the discretion of the
compensation committee.
STOCK OPTION GRANTS
The compensation committee believes that stock options have been and remain
an excellent vehicle for compensating employees. Because the option exercise
price for the employee is generally the fair
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market value of the stock on the date of grant, employees recognize a gain only
if the value of the stock increases. Employees with stock options are therefore
rewarded for their efforts to improve long-term performance of Streamline's
stock. The size of stock option grants is generally intended by the compensation
committee to reflect the executive officer's position with Streamline and
his/her other contributions to Streamline, while at the same time considering
his/her other prior equity holdings in Streamline and the stock option awards
made to other executive officers of Streamline. Grants to executive officers
under the stock option program typically involve a four-year vesting period
(subject to accelerated vesting upon a change of control of Streamline) to
encourage key employees to continue in the employ of Streamline.
CONCLUSION
The Compensation Committee believes that the total 1999-related compensation
of the Chief Executive Officer and each of the executive officers, including the
stock option grants made during the fiscal year, as described above, is fair and
is within the range of compensation for executive officers in similar positions
at comparable companies.
Compensation Committee
Mark Cohn
J. Daniel Nordstrom
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CERTAIN TRANSACTIONS
Thomas O. Jones, director of Streamline, is the President of Elm Square
Technologies, Inc. On March 7, 1997, Streamline entered into a development and
consulting agreement with Elm Square whereby Elm Square committed to develop an
Internet ordering system and customer support database and also provide
technology consulting services to Streamline. Although the agreement terminated
according to its terms on December 31, 1997, an ongoing business relationship
continues between Elm Square and Streamline. During fiscal year 1998, Streamline
paid Elm Square approximately $1.7 million for software development,
implementation and consulting services. Elm Square continues to provide ongoing
services of this nature at a cost to Streamline of approximately $30,000 per
month. In March 1997, in connection with the development agreement, Streamline
issued Elm Square a warrant to purchase 50,000 shares of common stock at a
purchase price of $2.04 per share. In December 1998, Streamline issued Elm
Square a warrant to purchase an additional 100,000 shares of common stock at a
purchase price of $4.00 per share in connection with ongoing services provided
by Elm Square.
Pursuant to a letter agreement dated April 13, 1999, Nordstrom, Inc. has
agreed to provide Streamline with financing of up to $10 million upon
Streamline's request. Nordstrom's commitment terminated upon the closing of
Streamline's initial public offering. Streamline issued Nordstrom a warrant to
purchase 75,000 shares of common stock at an exercise price of $7.00 per share
in connection with this financing commitment. By letter dated June 22, 1999,
Nordstrom agreed to rescind all of its rights pursuant to such warrant,
effective as of the closing of Streamline's initial public offering.
On January 5, 2000, Streamline completed its merger acquisition of Beacon
Home Direct, Inc., d/b/a Scotty's Home Market, pursuant to an Agreement and Plan
of Merger dated October 18, 1999. Prior to the merger, Nordstrom, Inc. owned
43.1% of the outstanding capital stock of Scotty's, assuming the conversion of
Scotty's preferred stock and the exercise of a warrant. In connection with the
merger, by virtue of its status as a shareholder and warrantholder of Scotty's,
Nordstrom received 1,509,090 shares of Streamline common stock and a warrant to
purchase shares of Streamline common stock, at an exercise price of $6.63 per
share, exercisable upon the achievement of certain performance milestones
relating to services rendered by Nordstrom. Mr. Stein, a director of Streamline
since February 2000, is Executive Vice President and Chief Financial Officer of
Nordstrom, Inc. and was serving in such capacity at the time of the acquisition
of Scotty's. Additionally, J. Daniel Nordstrom, former Co-President of
Nordstrom, Inc. and the current Chief Executive Officer of Nordstrom.com,
L.L.C., is a director of Streamline and was serving in such capacity at the time
of the acquisition of Scotty's.
For a description of certain transactions and certain employment and other
arrangements between Streamline and certain of its directors and executive
officers, see "Compensation of Directors," "Executive Compensation" and
"Employment Agreements."
We believe that all of the transactions set forth above that were
consummated with parties that may be deemed to be affiliated with us were made
on terms no less favorable to us than could have been obtained from unaffiliated
third parties. We require that all transactions with parties affiliated with us,
including loans between us and our offices, directors, principal stockholders
and their affiliates, be approved by a majority of the board of directors,
including a majority of independent and disinterested directors, and that such
transactions will need to be on terms no less favorable to us than could be
obtained from unaffiliated third parties.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
Streamline's directors, its executive (and certain other) officers, and any
persons holding more than ten percent of the Common Stock are required to report
their ownership of the Common Stock and any changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and Streamline is required to report in this proxy statement
any failure to file by these dates during 1999. All of
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these filing requirements were satisfied by its directors, officers and ten
percent holders, except that (i) Mr. Albertian filed a late Form 3,
(ii) Mr. Cagno filed a late Form 4 reporting one transaction,
(iii) Mr. DeMello filed a late Form 4 reporting one transaction,
(iv) Ms. Farrell filed a late Form 4 reporting one transaction,
(v) Mr. Nordstrom filed a late Form 4 reporting one transaction, (vi) Faith
Popcorn, a former director, failed to file a Form 3 and (vii) Ms. Wilcox filed a
late Form 3. In making these statements, Streamline has relied upon the written
representations of its directors, officers and its ten percent holders and
copies of the reports that they have filed with the Commission.
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return
(assuming reinvestment of dividends) from investing $100 in (i) the Company's
Common Stock on June 18, 1999 (the Company's first trading day), (ii) the
Russell 2000 Index on May 31, 1999 and (iii) the NASDAQ Retail Trade Index of
companies on May 31, 1999, plotted at the end of each quarter of 1999. The graph
was compiled by Research Data Group, Inc. The stock price performance on the
graph below is not necessarily indicative of future price performance. The
Company's common stock is listed on The National Association of Securities
Dealers Automated Quotation System ("NASDAQ") under the ticker symbol "SLNE."
[THE TABLE BELOW WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL]
<TABLE>
<CAPTION>
STREAMLINE(1) RUSSELL(2) NAS(3)
------------- ---------- --------
<S> <C> <C> <C>
06/18/99................................................ $100.00 $100.00 $100.00
06/99................................................... $ 80.63 $103.62 $104.01
07/99................................................... $ 90.63 $101.16 $100.25
08/99................................................... $ 73.13 $ 97.46 $ 89.75
09/99................................................... $ 80.94 $ 95.52 $ 93.51
10/99................................................... $ 79.06 $ 93.61 $ 96.09
11/99................................................... $127.50 $ 94.09 $105.14
12/99................................................... $ 85.63 $ 96.98 $ 95.71
</TABLE>
(1) STREAMLINE.COM, INC.
(2) RUSSELL 2000 INDEX
(3) NASDAQ RETAIL TRADE INDEX
15
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PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT AUDITORS
Based upon the recommendation of its Audit Committee, the Board of Directors
has selected the firm of PricewaterhouseCoopers LLP as the independent auditors
of Streamline for the fiscal year ending December 30, 2000.
PricewaterhouseCoopers LLP has acted in such capacity for Streamline since 1997.
The board will propose at the Meeting that the shareholders ratify this
selection.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Meeting and will be afforded the opportunity to make a statement if they so
desire and to respond to appropriate questions.
The affirmative vote of a majority of the shares of Common Stock present at
the Meeting, in person or by proxy, is required for the ratification of the
appointment of PricewaterhouseCoopers LLP as Streamline's auditors. If the
proposal to ratify the appointment of PricewaterhouseCoopers LLP is not
approved, the Board of Directors will select and appoint an independent
accounting firm for the fiscal year ending December 30, 2000 without further
shareholder action.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO APPROVE THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITORS OF
STREAMLINE FOR THE FISCAL YEAR ENDING DECEMBER 30, 2000, AND PROXIES SOLICITED
BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED
OTEHRWISE ON THE PROXY.
MISCELLANEOUS
OTHER MATTERS
The Board of Directors does not know of any other matters that may be
presented at the Meeting, except for routine matters. If other business does
properly come before the Meeting, however, the persons named on the accompanying
proxy intend to vote on such matters in accordance with their best judgment.
2000 SHAREHOLDER PROPOSALS
In order for shareholder proposals to be presented at Streamline's 2001
annual meeting of shareholders, such proposals must be received by the Secretary
of Streamline at Streamline's principal office in Westwood, Massachusetts not
later than December 18, 2000 for inclusion in the proxy statement or the agenda
for the meeting, subject to the applicable rules of the Securities and Exchange
Commission. Streamline requests that any such proposals be sent Certified Mail,
Return Receipt Requested.
ANNUAL REPORT ON FORM 10-K
Streamline will provide free of charge to any stockholder from whom a proxy
is solicited by means of this proxy statement, upon written request from such
stockholder, a copy of Streamline's Annual Report on Form 10-K (without
exhibits) for the fiscal year ended January 1, 2000. Requests for such report
should be directed to: Secretary, Streamline.com, Inc., 27 Dartmouth Street,
Westwood, MA 02090.
THE PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED AND HELPFUL IN OBTAINING
THE NECESSARY VOTE. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE SIGN THE PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
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Annex
FORM OF PROXY CARD
[SIDE ONE]
STREAMLINE.COM, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Timothy A. DeMello, Edward Albertian and J. Gregory
Ambro, and any of them, as Proxies, with full powers of substitution, and
hereby authorizes them to represent and vote, as designated below, all shares
of stock that the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Streamline.com, Inc. ("Streamline") to be held at
Streamline's principal offices at 27 Dartmouth Street, Westwood,
Massachusetts, on May 25, 2000 at 10:00 a.m., and at any postponements or
adjournments thereof, with all powers the undersigned would possess if
personally present, and revokes all proxies previously given by the
undersigned with respect to the shares covered hereby.
(TO BE CONTINUED AND SIGNED ON THE OTHER SIDE)
See Reverse See Reverse
Side Side
<PAGE>
[SIDE TWO]
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
The Board of Directors of Streamline recommends a vote "FOR" the proposals:
1. To elect the following persons as Class I directors of Streamline
(except as marked below):
Nominees: (01) Charles C. Conaway
(02) John P. Fitzsimons
(03) Michael Stein
FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES
/ /
--------------------
NOTE: If you do not wish your shares voted "FOR" a particular nominee,
write such nominee's name on the line above.
2. To ratify the selection by the Board of Directors of Streamline of
PricewaterhouseCoopers LLP as independent auditors of Streamline for
the fiscal year ending December 30, 2000.
/ / FOR / / AGAINST / / ABSTAIN
3. To transact such other business as may properly come before the meeting
or at any adjourned session of the meeting.
The proxy will be voted in accordance with the instructions given. Unless
revoked or otherwise instructed, the shares represented by this proxy will be
voted FOR Proposals 1 and 2, and will be voted in accordance with the discretion
of the proxies upon all other matters which may come before the meeting or any
adjournment or postponement thereof.
Mark Here Mark Here
For Address If You Plan
Change And To Attend
Note At Left / / The Meeting / /
PLEASE DATE AND MAIL IN ENCLOSED POSTAGE-PAID ENVELOPE.
IMPORTANT: When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
authorized officer. If a partnership, please sign in name by an authorized
person.
Signature ______________________________________ Date _______________________
Signature ______________________________________ Date _______________________
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