<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[X]Preliminary Proxy Statement
[_]Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)
[_]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to rule 14a-11(c) or Rule 14a-12
ACCESS WORLDWIDE COMMUNICATIONS, 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 identifying 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>
ACCESS WORLDWIDE COMMUNICATIONS, INC.
----------------------------------------
Notice of Annual Meeting of Stockholders
to be held May 19, 2000
-------------------------------
Boca Raton, Florida
April 14, 2000
To the Holders of Common Stock of ACCESS WORLDWIDE COMMUNICATIONS, INC.:
The Annual Meeting of the Stockholders of ACCESS WORLDWIDE COMMUNICATIONS,
INC. (the "Company") will be held at the executive offices of the Company at
4950 Blue Lake Drive, Suite 300, Boca Raton, Florida at 10:00 a.m., local time,
on Friday, May 19, 2000, to consider and act upon the following matters:
1. To elect six directors as follows: (a) two directors to serve a three
year term, two directors to serve a two year term, and two directors to serve a
one year term, or (b) if Proposal 3 is not approved, six directors to serve a
one year term;
2. To approve the selection of PricewaterhouseCoopers LLP as independent
auditors;
3. To approve an amendment to the Restated Certificate of Incorporation to
provide for the classification of the Board of Directors and related matters;
4. To approve an amendment to the Restated Certificate of Incorporation to
provide that directors may be removed only for cause and only by the affirmative
vote of the holders of eighty percent of the outstanding stock of the Company;
5. To approve an amendment to the Restated Certificate of Incorporation to
eliminate stockholder action by written consent;
6. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The close of business on April 1, 2000, has been fixed by the Board of Directors
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting.
By Order of the Board of Directors,
Richard Lyew
Secretary
April 14, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, THE BOARD OF DIRECTORS URGES
YOU TO, AT YOUR EARLIEST CONVENIENCE, MARK, SIGN AND DATE THE ENCLOSED FORM OF
PROXY AND MAIL IT IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES, SO THAT YOUR VOTE CAN BE RECORDED.
<PAGE>
ACCESS WORLDWIDE COMMUNICATIONS, INC.
-------------------------------------
PROXY STATEMENT
---------------
This Proxy Statement, which will be mailed commencing on or about April 14,
2000 to the persons entitled to receive the accompanying Notice of Annual
Meeting of Stockholders, is provided in connection with the solicitation of
Proxies on behalf of the Board of Directors of Access Worldwide Communications,
Inc. (the "Company") for use at the 2000 Annual Meeting of Stockholders (the
"Meeting") to be held on May 19, 2000, and at any adjournment or adjournments
thereof, for the purposes set forth in such Notice. The Company's executive
offices are located at 4950 Blue Lake Drive, Suite 300, Boca Raton, Florida.
Holders of record of issued and outstanding shares of common stock, $.01
par value ("Common Stock"), of the Company, as of April 1, 2000 (the "Record
Date") will be entitled to notice of and to vote at the Meeting as described
below. On the Record Date, there were issued and outstanding 9,528,478 shares of
Common Stock. The Company has no class or series of stock outstanding and
entitled to vote at the Meeting other than the Common Stock. Each share of
Common Stock is entitled to one vote with respect to each matter to be voted on
at the Meeting.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting is necessary
to constitute a quorum at the Meeting or any adjournments thereof. Abstentions
and broker non-votes (as hereinafter defined) will be counted as present for the
purpose of determining the presence of a quorum.
Directors of the Company are elected by plurality vote. Adoption of
Proposal 2 requires the affirmative vote of the holders of a majority of the
shares of Common Stock entitled to vote and present in person or represented by
proxy. For the purpose of determining the vote required for approval of
Proposals 1 and 2, shares held by stockholders who abstain from voting will be
treated as being "present" and "entitled to vote" on the matter and, thus, an
abstention has the same legal effect as a vote against the matter. However, in
the case of a broker non-vote or where a stockholder withholds authority from
his Proxy to vote the Proxy as to Proposal 1 or 2, such shares will not be
treated as "present" and "entitled to vote" on the matter and, thus, a broker
non-vote or the withholding of a Proxy's authority will have no effect on the
outcome of the vote on the matter. Adoption of Proposals 3, 4 and 5 requires the
affirmative vote of holders of a majority of the outstanding shares of Common
Stock. Consequently, any shares not voted (whether by abstention, broker
non-vote or otherwise) will have the same effect as votes against these
proposals. A "broker non-vote" refers to shares of Common Stock represented at
the Meeting in person or by proxy by a broker or nominee where such broker or
nominee (i) has not received voting instructions on a particular matter from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on such matter.
<PAGE>
-2-
Any Proxy may be revoked at any time before it is exercised by written
notice to the Secretary of the Company. The casting of a ballot at the Meeting
by a stockholder who may theretofore have given a Proxy will not have the effect
of revoking that Proxy unless the stockholder so notifies the Secretary of the
Company in writing at any time prior to the voting of the shares represented by
the Proxy.
1. ELECTION OF DIRECTORS
Six directors will be elected at the Meeting. If the stockholders approve
Proposal 3 the Board of Directors will be divided into three classes with
staggered terms of office. The Nominating Committee has determined that the
initial classification of the Board will be as follows: the Class I directors,
Peter D. Bewley and Lee H. Edelstein, will serve until date of the 2001 Annual
Meeting of Stockholders; the Class II directors, Randall J. Lewis and Shawkat
Raslan, will serve until the date of the 2002 Annual Meeting of Stockholders;
and the Class III directors, Michael Dinkins and Liam S. Donohue, will serve
until the date of the 2003 Annual Meeting of Stockholders. At each Annual
Meeting after 2000, directors will be elected to succeed those directors whose
terms then expire, and each person so elected will serve for a three-year term.
If Proposal 3 is not approved, directors elected at the Meeting will serve until
the date of the 2001 Annual Meeting of Stockholders and until their respective
successors are duly elected and shall have qualified.
On August 3, 1999, John H. Foster resigned from the Board of Directors and
Michael Dinkins was elected as a Director. Additionally, on August 3, 1999,
Douglas Rebak was named to the Board of Directors. Mr. Rebak served until his
resignation on December 21, 1999. In August 1999, John Fitzgerald ceased to be a
director and Chief Executive Officer of the Company. On February 29, 2000,
Stephen F. Nagy resigned as Chairman of the Board and as a member of the Board
of Directors. Also, on February 29, 2000, Michael Dinkins was appointed Chairman
of the Board of Directors and Randall J. Lewis was nominated to serve as a
director.
It is the intention of each of the persons named in the accompanying form
of Proxy to vote the shares represented thereby in favor of the six nominees
listed in the following table, unless contrary instructions are given. All of
the nominees, other than Mr. Lewis, are presently serving as directors. In case
any of the nominees is unable or declines to serve, such persons reserve the
right to vote the shares represented by such Proxy for another person duly
nominated by the Board of Directors in his stead or, if no other person is so
nominated, to vote such shares only for the remaining nominees. The Board of
Directors has no reason to believe that any person named will be unable or will
decline to serve. Certain information concerning the nominees for election as
directors is set forth below. Such information was furnished by them to the
Company.
<PAGE>
-3-
<TABLE>
<CAPTION>
Shares of Common
Stock Owned
Name of Nominee and Beneficially as of Percent of
Biographical Information March 10, 2000 (1) Class
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Peter D. Bewley, age 53, has been a director of the Company since May 21,000 (2) *
1997. Mr. Bewley has been Senior Vice President-General Counsel and
Secretary of The Clorox Company since February 1998. From May 1994 to
February 1998, he was Senior Vice President, General Counsel and
Secretary of NovaCare, Inc. ("NovaCare"), a national clinical and
technological leader in providing comprehensive rehabilitation
services. Prior to joining NovaCare, Mr. Bewley was employed as an
attorney with Johnson & Johnson for 17 years, most recently as
Associate General Counsel. Before that, he served as an associate with
the law firm of Wilmer, Cutler & Pickering from 1972 to 1977.
Michael Dinkins, age 46, has been a director, as well as, President and 60,500 (3) *
Chief Executive Officer of the Company since August 1999. Mr. Dinkins
had been the Chief Financial Officer since joining the Company in
1997. From 1996 to 1997 he was President of Cadmus Graphic
Communications Group and from 1993 to 1996 he was Chief Financial
Officer of Cadmus Communications Corporation. From 1976 to 1993, he
served in various managerial and financial positions for General
Electric Company, Inc.
Liam S. Donohue, age 33, has been a director of the Company since 9,200 (4) *
December 1996. Mr. Donohue is a founding partner of DHM Arcadia
Partners, a private equity fund investing in the for-profit education
and training industry. From 1995 through 1998, Mr. Donohue was a
principal of Foster Management Company, an investment advisor. In 1994,
he was an Associate of Salomon Brothers Corporate Finance Group in
London. From 1989 to 1993, he was an Associate with Booz, Allen and
Hamilton, Inc.'s International Environmental Management Practice where
he started Booz, Allen's office in Budapest, Hungary.
</TABLE>
<PAGE>
-4-
<TABLE>
<CAPTION>
Shares of Common
Stock Owned
Name of Nominee and Beneficially as of Percent of
Biographical Information March 10, 2000 (1) Class
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Lee H. Edelstein, age 52, has been a director of the Company since 52,000 (5) *
October 1997. Mr. Edelstein is the President of LHE Consulting, a
business consulting firm. From January 1997 to May 1999, Mr. Edelstein
was President of the TMS Professional Markets Group of the Company. In
1992, he founded TMS, a pharmaceutical and healthcare direct marketing
and teleservices company acquired by the Company in January 1997. Prior
to founding TMS, Mr. Edelstein worked for Goldline Laboratories, a
division of IVAX Corp., for 11 years in various management positions
including Operations Manager, Director of Marketing and Vice President
of Marketing and Business Development.
Randall J. Lewis, age 37, has been nominated to serve as a Director of -0- -
the Company. Since 1999, Mr. Lewis has served as Executive Vice
President and Chief Auditor of Wells Fargo & Co., a diversified
financial services company with over $200 billion in assets. From July
1997 to November 1999, Mr. Lewis served as Vice President of Corporate
Development of Wells Fargo & Co. Prior to joining Wells Fargo, he served
as Chief Financial Officer for GE Capital Consumer Financial Services.
From 1984 to 1997, Mr. Lewis held various finance and operations posi-
tions primarily with General Electric's financial services subsidiary GE
Capital Corporation.
Shawkat Raslan, age 48, has been a director of the Company since May 10,000(6) *
1997. Since June 1983, Mr. Raslan has served as President and Chief
Executive Officer of International Resources Holdings, Inc., an asset
management and investment advisory service for international clients.
Prior thereto, he served as Vice President of Trans Arabian Investment
Bank in Bahrain from 1980 to 1983. From 1976 to 1980, Mr. Raslan was a
liaison officer and engineer for Turner International in New York. He
currently serves as a director of Integra, Inc.
</TABLE>
<PAGE>
-5-
--------
* Less than one percent.
(1) As of March 10, 2000, each director had sole voting and investment power
with respect to all shares shown in the table as beneficially owned by him,
except as indicated below.
(2) Includes 10,000 shares of Common Stock presently issuable upon exercise of
options.
(3) Includes 55,000 shares of Common Stock presently issuable upon exercise of
options.
(4) Includes 7,000 shares of Common Stock presently issuable upon exercise of
options.
(5) Includes 2,000 shares of Common Stock presently issuable upon exercise of
options.
(6) Consists of 10,000 shares of Common Stock presently issuable upon exercise
of options.
During the fiscal year ended December 31, 1999, the Board of Directors of
the Company met 10 times. The Board of Directors also acted by means of
unanimous written consent on two occasions during 1999. All of the incumbent
directors attended at least 75% of the meetings of the Board of Directors and
meetings of any committees of the Board on which such person served which were
held during the time that such person served.
The Board has a Compensation Committee, an Audit Committee, a Capital and
Finance Committee and a Nominating Committee. The members of the Compensation
Committee are Shawkat Raslan, Peter D. Bewley and Liam S. Donohue. The
Compensation Committee has a Stock Option Subcommittee. The members of the Stock
Option Subcommittee are Peter D. Bewley and Shawkat Raslan. The Compensation
Committee makes recommendations to the full Board as to the compensation of
senior management. The Stock Option Subcommittee administers the Company's Stock
Option Plan and determines the persons who are to receive options, the number of
shares subject to each option and the terms, including the exercise price, of
such options. The Compensation Committee met three times in 1999. The Stock
Option Subcommittee met one time in 1999.
The members of the Audit Committee are Peter D. Bewley, Liam S. Donohue and
Shawkat Raslan. The Audit Committee acts as a liaison between the Board and the
independent accountants and annually recommends to the Board the appointment of
the independent accountants. The Audit Committee reviews with the independent
accountants the planning and scope of the audits of the financial statements,
the results of those audits and the adequacy of internal accounting controls and
monitors other corporate and financial policies. The Audit Committee met five
times during 1999 and met in early 2000 to review the results of the Company's
1999 audit.
The members of the Capital and Finance Committee are Liam S. Donohue and
Lee H. Edelstein. This committee was formerly known as the Acquisition Committee
and is authorized to approve acquisitions of businesses having an aggregate
purchase price of less than $5,000,000. This committee has been further
authorized to explore and recommend various forms of financing and capital
facilities. The Capital and Finance Committee did not meet in 1999.
The members of the Nominating Committee are Lee H. Edelstein, Peter D.
Bewley and Michael Dinkins. The Nominating Committee is authorized to review,
approve and recommend persons for election as directors. The Nominating
Committee did not meet during 1999. It will consider
<PAGE>
-6-
nominations by stockholders which should be submitted in writing to the Chairman
of the Committee addressed in care of Secretary, Access Worldwide
Communications, Inc., 4950 Blue Lake Drive, Suite 300, Boca Raton, Florida
33431.
Article Sixth of the Restated Certificate of Incorporation of the Company
provides that the Company shall indemnify and hold harmless any director,
officer, employee or agent of the Company from and against any and all expenses
and liabilities that may be imposed upon or incurred by him in connection with,
or as a result of, any proceeding in which he may become involved, as a party or
otherwise, by reason of the fact that he is or was such a director, officer,
employee or agent of the Company, whether or not he continues to be such at the
time such expenses and liabilities shall have been imposed or incurred, to the
extent permitted by the laws of the State of Delaware, as they may be amended
from time to time.
Article Eleventh of the Restated Certificate of Incorporation of the
Company contains a provision which eliminates the personal liability of a
director of the Company to the Company or to any of its stockholders for
monetary damages for a breach of his fiduciary duty as a director, except in the
case in which the director breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock repurchase in violation of the
Delaware General Corporation Law, or obtained an improper personal benefit.
Compensation of Directors
During the fiscal year the Company initiated a program of compensation for
outside Board members. Non-management directors receive an annual fee of
$15,000. Also, Directors of the Company, not including the Chairman, receive
fees of $1,000 for each meeting attended in person and $500 for each meeting
attended via teleconference. The Chairman receives $2,000 per meeting attended
in person and $1,000 per meeting attended via teleconference. As an employee,
the current Chairman, Mr. Dinkins is not compensated for his service on the
Board. Additionally, Directors are reimbursed for out-of-pocket expenses related
to their duties.
During the past fiscal year, Mr. Dinkins was granted options as set forth
below under "Executive Compensation." Also, Peter D. Bewley, Liam S. Donohue and
Shawkat Raslan were each granted options to purchase 20,000 shares of Common
Stock of the Company. Such options were granted with an exercise price equal to
the market price of the Common Stock on the date of grant and become exercisable
in eight equal quarterly installments, starting December 31, 1999 and ending
September 30, 2001.
No family relationships exist between any of the directors and officers of
the Company.
Executive Compensation
The following table sets forth information for the fiscal years ended
December 31, 1999, December 31, 1998, and December 31, 1997, concerning the
compensation of the Company's Chief Executive Officer and the four other most
highly compensated executive officers of the
<PAGE>
-7-
Company whose total annual salary and bonus exceeded $100,000 during the fiscal
year ended December 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Award
Name and Principal Position Other Annual Stock All Other
Year Salary ($) Bonus ($) Compensation Options Compensation (1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael Dinkins, President 1999 $300,000 - - 200,000 $9,500
and Chief Executive 1998 200,000 80,000 - 75,000 39,367
Officer (2) 1997 62,563 25,000 - 100,000 -
John Fitzgerald, President 1999 225,000 0 - - 1,121
and Chief Executive 1998 300,000 150,000 - 75,000 1,494
Officer (3) 1997 191,125 93,750 - 100,000 -
Ann Holmes, President AM 1999 300,000 - - - -
Medica (4) 1998 50,000 - - - -
1997 - - - - -
Robert Regazzi, Senior 1999 200,000 20,000 - 2,000 -
Vice President (5) 1998 37,500 10,000 - 50,000 -
1997 - - - -
Bernie Tronel, Senior Vice 1999 175,000 30,000 - - 50,000
President(6) 1998 - - - - -
1997 - - - - -
Joseph Macaluso, Executive 1999 200,000 - - 2,000 8,400
Vice President of Sales 1998 150,000 - - - 8,400
1997 150,000 - - - 8,400
</TABLE>
(1) Includes contributions made by the Company on behalf of the named executive
officers to the Company's 401(k) Plan and a term life/disability insurance
plan and other benefits such as reimbursement for moving costs, car
allowances, etc.
(2) Mr. Dinkins was appointed President and Chief Executive Officer in August
of 1999.
(3) Mr. Fitzgerald ceased to be employed by the Company in August of 1999.
(4) Hired October 24, 1998.
(5) Hired September 1, 1998.
(6) Hired February 22, 1999.
The following table sets forth the grants of stock options to the executive
officers named in the Summary Compensation Table during the fiscal year ended
December 31, 1999. The amounts shown for each of the named executive officers as
potential realizable values are based on arbitrarily assumed annualized rates of
stock price appreciation of five percent and ten percent over the exercise price
of the options during the full terms of the options. No gain to the optionees is
possible without an increase in stock price that will benefit all stockholders
proportionately. These potential realizable values are based solely on
arbitrarily assumed rates of appreciation required by applicable Securities and
Exchange Commission regulations. Actual
<PAGE>
-8-
gains, if any, on option exercises and holdings of Common Stock are dependent on
the future performance of the Common Stock and overall stock market conditions.
There can be no assurance that the potential realizable values shown in this
table will be achieved.
Option Grants in the Fiscal Year Ended
December 31, 1999
-----------------
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants Option Term
----------------- -----------
% of Granted
No. of to Employees Exercise
Options in Fiscal Price ($ Expiration
Name Granted Year Per Share Date 5% 10%
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael Dinkins, President and Chief 200,000 44.45% $2.313 8/3/09 $290,927 $737,265
Executive Officer
Robert Regazzi, Senior Vice President 2,000 0.45% $1.25 10/7/09 $1,572 $3,984
Joseph Macaluso, Executive Vice 2,000 0.45% $1.25 10/7/09 $1,572 $3,984
President - Sales
</TABLE>
The following table sets forth the number and value, net of exercise price,
of shares of Common Stock acquired upon exercise of options on the date of
exercise by the executive officers named in the Summary Compensation Table
during the past fiscal year, and the number and value of options held by such
executive officers at December 31, 1999.
Aggregate Option Exercises in the Fiscal Year
Ended December 31, 1999 and Fiscal Year End Option Values
<TABLE>
<CAPTION>
Number of Unexercised
Securities Underlying Value of Unexercised In-
Options at the Money Options
December 31, 1999 at December 31, 1999(1)
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael Dinkins, President and 0 0 55,000 305,000 $0 $14,000
Chief Executive Officer
Robert Regazzi, Senior Vice 0 0 10,000 42,000 0 2,260
President
Joseph Macaluso, Executive Vice 0 0 4,800 9,200 0 2,260
President - Sales
</TABLE>
- --------
(1) In-the-money options are those where the fair market value of the
underlying Common Stock exceeds the exercise price thereof. The value of
in-the-money options is determined in accordance with regulations of the
Securities and Exchange Commission by subtracting the aggregate exercise
price of the options from the aggregate year-end market value of the
underlying Common Stock.
<PAGE>
-9-
Employment Arrangements
The Company has entered into employment agreements with various executive
officers. These agreements provide that the Company will employ each such
executive officer on an "at will" basis and generally include certain
non-competition agreements, confidentiality commitments, non-solicitation of
employee provisions and assignment of work product agreements. Set forth below
is a description of the terms of the employment arrangements with named
executive officers of the Company based on their 1999 annual salary.
Michael Dinkins entered into an employment agreement with the Company
effective July 29, 1999, which provides for Mr. Dinkins to serve as the
President and Chief Executive Officer of the Company and to receive an annual
base salary of $300,000. In addition, Mr. Dinkins is eligible for merit
increases as determined by the Compensation Committee of the Board of Directors
for the year ended December 31, 1999. He is also eligible to receive an annual
bonus of up to 50% of his annual base salary based upon the achievement of
certain quantitative and qualitative goals. Additionally, for the year ended
December 31, 2000, in the event that the Company exceeds the earnings before
interest, taxes, depreciation, and amortization ("EBITDA") target set by the
Compensation Committee Mr. Dinkins' bonus opportunity will be equal to 100% of
his base salary. If Mr. Dinkins' employment is terminated by the Company for
"cause," he is entitled to receive all salary accrued to the effective date of
termination and not theretofore paid to him. If Mr. Dinkins' employment is
terminated without "cause" during the term of his employment agreement, he is
entitled to severance pay equal to 1.0 times his base salary through December
31, 2000. This amount increases to 1.1 times the base if such a termination
occurs anytime from January 2001 to December 2001 and thereafter increases by
increments of 0.1 for each subsequent year with a maximum severance benefit of
1.5 times. Additionally, if Mr. Dinkins' employment is terminated without cause
he shall receive a pro rata share of his bonus opportunity.
Ann Holmes entered into an employment agreement with the Company effective
October 24, 1998, to be the President of the A M Medica Communications Group of
the Company. Ms. Holmes is to receive a base salary of $300,000 per year with a
minimum bonus opportunity of up to $60,000 based upon achievement of certain
performance objectives established annually by the President of the Company. If
Ms. Holmes' employment is terminated by the Company for "cause" or in certain
cases with notice from the Company, upon disability, she is entitled to receive
all salary accrued to the effective date of termination and not theretofore paid
to her. If Ms. Holmes' employment is terminated without cause, she is entitled
to receive her then current
<PAGE>
-10-
salary payable in the same periodic installments until the earlier of the then
scheduled expiration of the term of the contract or two years following the date
of such termination.
Joseph Macaluso entered into an employment agreement with the Company
effective September 23, 1999, which provides for Mr. Macaluso to serve as the
Executive Vice President of Sales and to receive an annual base salary of
$200,000. In addition, Mr. Macaluso is eligible for merit increases as
determined by the discretion of the Board of Directors and is also eligible for
annual commissions of 30% of his annual base salary. Furthermore, Mr. Macaluso
is eligible for an annual bounus based upon the achievement of certain
quantitative goals. If Mr. Macaluso's employment is terminated by the Company
for "cause" or, in certain cases with notice from the Company, upon disability,
he is entitled to receive all salary accrued to the effective date of
termination and not theretofore paid to him. If Mr. Macaluso's employment is
terminated without cause, he is entitled to severance pay equal to the greater
of 1.0 times his base salary in effect immediately prior to the termination
until December 31, 2001, or the continuation of the base salary until December
31, 2001 including a pro rata share of his bonus and commission, if earned.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee reviews and makes recommendations regarding the
compensation for executive officers and other key employees of the Company,
including salaries and bonuses. No member of the Compensation Committee is an
executive of the Company. The current members of the Compensation Committee of
the Board of Directors of the Company for fiscal 1999 are Shawkat Raslan, Peter
D. Bewley and Liam S. Donohue.
PERFORMANCE GRAPH
The following performance graph compares the cumulative total shareholder return
on the Company's Common Stock to the Nasdaq Stock Market (U.S.) Index and to its
peer group of four publicly traded companies engaged in contract research and
outsourcing for the pharmaceutical industry (the "Peer Group Index") for the
period commencing February 13, 1998 (the first date that the Company's Common
Stock became publicly traded) and ending December 31, 1999. The graph assumes
that $100 was invested in each of the Company's Common Stock, the Nasdaq Stock
Market (U.S.) Index and the companies listed in the Peer Group Index (on a
weighted market value basis) and that any dividends were reinvested. The members
of the Peer Group Index are Applied Analytical Industries, Inc., Boron, LePore &
Associates, Inc., Parexel International Corporation and Snyder Communications,
Inc.
<PAGE>
-11-
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG ACCESS WORLDWIDE COMMUNICATIONS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP
[GRAPH]
* $100 INVESTED ON 02/13/1998 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
<TABLE>
<CAPTION>
2/13/1998 12/31/1998 12/31/1999
--------- ---------- ----------
<S> <C> <C> <C>
NASDAQ National Market (US) Index $100 $159 $326
Peer Group Index 100 88 29
Access Worldwide Communications, Inc 100 70 20
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The report of the Compensation Committee documents the Committee's policies
regarding executive officer compensation. The Company's philosophy and
objectives in setting compensation are (i) to offer levels of compensation which
are competitive with those offered by other companies in similar businesses;
(ii) to compensate executives based on each executive's level of responsibility
and contribution to the Company's business goals; (iii) to link compensation
with the Company's financial performance; and (iv) to align the interests of the
Company's executives with the interests of the Company's stockholders.
Base Salary. Base salary is determined by level of responsibility,
individual performance and Company performance, as well as by the need to
provide a competitive package that allows the Company to retain key executives.
After reviewing individual and Company performance and market studies on
salaries at other companies of similar size, the Chief Executive Officer makes
recommendations to the Compensation Committee concerning officers' salaries,
other than his own. The Compensation Committee reviews and, with any changes it
deems appropriate, approves these recommendations. Using the same review
process, the Compensation Committee makes decisions pertaining to the Chief
Executive Officer's salary.
Executive Bonuses. Executive bonuses provide the opportunity for executive
officers to earn additional compensation by achieving specific performance
goals. The Company will pay a percentage of each participant's annual base
salary as an annual bonus, provided the Company
<PAGE>
-12-
achieves specific performance objectives. These objectives are established by
the Board of Directors of the Company in consultation with such executive
officers.
Stock Options. The Company periodically grants stock options to its
executive officers and other key employees. The primary purpose of stock option
grants is to align the interests of the Company's executive officers more
closely with the interests of the Company's stockholders by offering the
executives an opportunity to benefit from increases in the market price of the
Company's Common Stock. Stock options provide long-term incentives that have
enabled the Company to attract and retain key employees by encouraging their
ownership of Common Stock. The stock option plans are administered by the Stock
Option Subcommittee of the Compensation Committee, which determines the persons
who are to receive options and the number of shares to be subject to each
option. In selecting individuals for options and determining the terms thereof,
the Stock Option Subcommittee may take into consideration any factors it deems
relevant, including present and potential contributions to the success of the
Company.
Deductibility of Executive Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), limits the deductibility of
compensation exceeding $1 million to each of the Company's Chief Executive
Officer and the four other most highly compensated executive officers.
Qualifying performance-based compensation meeting the requirements promulgated
by the Internal Revenue Service under Section 162(m) will not be subject to the
deduction limit. The Company intends to qualify its executive compensation
arrangements to comply with such requirements.
COMPENSATION COMMITTEE OFTHE BOARD OF DIRECTORS
Shawkat Raslan
Peter D. Bewley
Liam S. Donohue
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent of the Company's Common Stock, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock. Officers, directors and greater than ten percent
stockholders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on a review of copies of such
reports furnished and confirmations that no other reports were required during
the fiscal year ended December 31, 1999, its directors, executive officers and
greater than ten percent stockholders complied with all Section 16(a) filing
requirements.
<PAGE>
-13-
CERTAIN TRANSACTIONS
In May 1999, Lee H. Edelstein resigned as President of TMS Professional
Markets Group ("TMS"). On June 24, 1999, Mr. Edelstein entered into a consulting
agreement with the Company that requires him to devote 20% of his business time
(not less than four days per month) to provide services on behalf of the
Company. These services include consulting with the management of the Company,
assisting with client relationships and all other projects and assignments as
agreed upon between the Chief Executive Officer and Mr. Edelstein. The
consulting agreement calls for Mr. Edelstein to be compensated $25,000 per annum
from the effective date through December 31, 1999, and $50,000 per annum for the
twelve months ended December 31, 2000. Either party may terminate this Agreement
with written notice upon a breach.
Mr. Edelstein was a stockholder of TMS, substantially all of the assets of
which a subsidiary of the Company acquired in January 1997. In consideration for
such assets, such subsidiary paid to TMS $6.5 million in cash, issued three-year
6% subordinated promissory note of such subsidiary in the principal amount of
$1,300,000 and agreed to pay to Mr. Edelstein certain additional contingent
payments of cash and Common Stock of such subsidiary payable over a three-year
period dependent upon the achievement of certain financial and operational
goals.
In September 1997, the Company acquired all of the outstanding capital
stock of Hispanic Market Connections, Inc. In consideration for such stock, the
Company paid to Isabel Valdes, President of the Cultural Access Group of the
Company, $1.5 million in cash and issued a three year, 6.5% subordinated
promissory note in the principal amount of $240,000. In addition, the Company
agreed to pay Ms. Valdes certain additional contingent payments of cash and
Common Stock over a period of three years dependent upon the achievement of
certain financial and operational goals.
On October 24, 1998, the Company acquired all of the outstanding capital
stock of A M Medica Communications Ltd. ("A M Medica"). In consideration for
such stock, the Company paid to Ann Holmes, President of the A M Medica
Communications Group of the Company, $22.0 million in cash, 122,045 shares of
Common Stock, and a three year 6.5% subordinated promissory note in the
principal amount of $5.5 million. In addition, the Company agreed to pay Ms.
Holmes certain additional payments of cash and Common Stock over a five-year
period dependent upon the achievement of certain financial and operational
goals. Pursuant to the various agreements incident to the Company's acquisition
of A M Medica, if certain principal payments are not made, then after six months
and upon written notice, Ann Homes may terminate her employment with the company
and/or be released from various covenants not to compete. On October 26, 1999,
Ms. Holmes notified the Company that a payment had not been made as required
under the note and that she was waiving none of her rights under the applicable
agreements.
<PAGE>
-14-
The purchase price with respect to each of the acquisitions described above
was determined by arms-length negotiations based upon the sale price of
comparable companies. The Company believes that the terms of the other
transactions with affiliated persons described above are no less favorable to
the Company than the Company could have obtained from non-affiliated parties.
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
To the knowledge of the Board of Directors no stockholders (including any
"group," as that term is used in Section 13(d)(3) of the Securities Exchange Act
of 1934 (the "Exchange Act") beneficially owned more than five percent of the
Common Stock as of March 10, 2000. The respective shareholdings of each
executive officer named in the Summary Compensation Table of the Company (except
for Michael Dinkins who is listed under "Election of Directors") and all
directors and officers as a group, as of March 10, 2000, (according to
information furnished by them to the Company), are set forth in the following
table. Except as indicated in the footnotes to the table, all of such shares are
owned with sole voting and investment power.
<TABLE>
<CAPTION>
Shares of Common Stock
Name and Address Beneficially Owned Percent of Class
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Ann Holmes, 347,238 3.6%
President - AM Medica
Joseph Macaluso 98,000 1.0%
Executive Vice President - Sales
Robert Regazzi 30,000 (1) *
Senior Vice President -
Bernie Tronel 2,000 (2) *
Senior Vice President -
All directors and executive 654,238 (3) 6.8%
Offers as a group
(fifteen persons)
</TABLE>
* Less than one percent.
(1) Includes 10,000 shares of Common Stock presently issuable upon exercise of
options.
(2) Consists of 2,000 shares of Common Stock presently issuable upon exercise
of options.
(3) Includes 120,200 shares of Common Stock presently issuable upon exercise of
options.
2. RATIFICATION OF SELECTION INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected
PricewaterhouseCoopers LLP to serve as independent accountants for the Company
for the fiscal year ending December 31, 2000. Such firm has examined the
financial statements of the Company since the Company's inception. The Board of
Directors considers PricewaterhouseCoopers LLP to be eminently qualified.
<PAGE>
-15-
Although it is not required to do so, the Board of Directors is submitting
its selection of the Company's accountants for ratification at the Meeting in
order to ascertain the views of stockholders regarding such selection. If the
selection is not ratified, the Board of Directors will reconsider its selection.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE FOR
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP TO EXAMINE THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000. It is the intention of the persons named
in the accompanying form of Proxy to vote the shares represented thereby in
favor of such ratification unless otherwise instructed in such Proxy.
A representative of PricewaterhouseCoopers LLP will be present at the
Meeting with the opportunity to make a statement if such representative desires
to do so, and will be available to respond to appropriate questions.
AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION: PROPOSALS 3, 4, and 5
The Board of Directors has voted to authorize amendments to Article Fifth
of the Company's Restated Certificate of Incorporation and to recommend such
proposed amendments to the stockholders for adoption.
The proposed amendments are: (i) to provide for the classification of the
Board of Directors ("Proposal 3"); (ii) to provide that directors may be removed
only for cause and only by the vote of the holders of eighty percent of the
outstanding stock of the Company ("Proposal 4"); and (iii) to eliminate
stockholder action by written consent ("Proposal 5").
Although these proposals individually and together with other provisions
already present in the Company's Restated Certificate of Incorporation and
bylaws may have the effect of discouraging a holder of a large block of the
Company's securities from attempting a merger, tender offer, proxy contest, or
other assumption of control with or for the Company or the removal of incumbent
management, the Company is not aware of any proposed attempt to take over the
Company or of any attempt to acquire a large block of the Common Stock, and the
proposed amendments to the Company's Restated Certificate of Incorporation are
not in response to any specific effort to do so.
3. APPROVAL OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE
FOR CLASSIFICATION OF THE BOARD OF DIRECTORS.
The Board of Directors has approved an amendment to Article Fifth of the
Company's Restated Certificate of Incorporation to provide that the Board of
Directors be divided into three
<PAGE>
-16-
classes of directors serving staggered three year terms. Currently, directors
are elected annually to serve one year terms. Proposal 3 also contains related
provisions concerning the size of the Board and the filling of vacancies.
If Proposal 3 is adopted by the stockholders, Article Fifth of the Restated
Certificate of Incorporation will be amended to read as follows:
Section 1. Number of Directors. The number of Directors of this
Corporation shall be not less than three (3). The exact number of
directors shall be fixed from time to time by, or in the manner
provided in, the By-Laws of the Corporation, and may be increased or
decreased as therein provided.
Section 2. Number and Classification of Directors. The directors
shall be divided into three classes, designated Class I, Class II and
Class III. Each class shall consist, as nearly as possible, of
one-third of the total number of directors constituting the entire
Board of Directors. The term of the initial Class I directors shall
terminate on the date of the 2001 annual meeting of stockholders; the
term of the initial Class II directors shall terminate on the date of
the 2002 annual meeting of stockholders; and the term of the initial
Class III directors shall terminate on the date of the 2003 annual
meeting of stockholders. At each meeting of stockholders beginning in
2001, successors to the class of directors whose term expires at that
annual meeting shall be elected for a three-year term. If the number
of directors is changed, any increase or decrease in directorships
shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any
additional directors of any class elected to fill a vacancy resulting
from an increase in such class shall hold office until the next
election of directors of such class by the stockholders, but in no
case will a decrease in the number of directors shorten the term of
any incumbent director. Directors shall hold office until the annual
meeting for the year in which their terms expires and until their
successors shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from
office. Any vacancy on the Board of Directors, howsoever resulting,
may be filled by the affirmative vote of a majority of the remaining
directors then in office, even if less than a quorum. Any director
elected to fill a vacancy shall hold office until the next election of
directors of such class by the stockholders.
Proposal 3 provides for three classes of directors, each consisting as
nearly as possible of one-third of the Board and for one-third of the Board to
be elected each year. However,
<PAGE>
-17-
members of all three classes would be elected initially at the Meeting. If
Proposal 3 is approved and the slate of six directors proposed for election at
the Meeting is elected, they would be elected in three separate classes as
follows: two "Class I Directors" would be elected for a term expiring at the
2001 Annual Meeting; two "Class II Directors" would be elected for a term
expiring at the 2002 Annual Meeting; and two "Class III Directors" would be
elected for a term expiring at the 2003 Annual Meeting. At each annual meeting
after the Meeting, only directors of the class whose term is expiring would be
voted upon, and upon election each such director would serve a three-year term.
Under Proposal 3, the Board of Directors would be empowered to determine
from time to time the size of the Board of Directors, but in no event could they
determine to have a Board consisting of less than three directors. The total
number of directors and the number of directors constituting each class of
directors (with each of three classes being as nearly equal as possible) could
be fixed or changed from time to time by the Board of Directors subject to the
three director minimum. Currently, the Company's Restated Certificate of
Incorporation provides that the number of directors of the Company shall be
fixed by the by-laws, and the by-laws provide that the number shall never be
less than three or more than twelve.
Subject to Delaware law, Proposal 3 expressly delegates to incumbent
directors sole power to fill vacancies whether occurring by an increase in the
number of directors or otherwise. A director elected to fill a vacancy would
hold office for the unexpired portion of the term of the director who was being
replaced. A director elected to fill a newly created directorship would hold
office until the next election for the class to which that director was elected.
If the size of the Board is increased, the additional directors would be
apportioned among the three classes of directors to keep all such classes as
nearly equal as possible. Pursuant to Delaware law, directors serving on a
classified board may be removed only for cause.
If Proposal 3 is approved, Board of Directors plans to adopt various
conforming amendments to the Company's by-laws, including repeal of the
provision limiting the number of directors at 12.
The Board of Directors believes that the adoption of Proposal 3 is
advantageous to the Company and its stockholders for a number of reasons. Public
companies are potentially subject to attempts by various individuals and
entities to acquire significant minority positions in the company with the
intent either of obtaining actual control of the company by electing their own
slate of directors, or of achieving some other goal, such as the repurchase of
their shares by the company at a premium. Public companies also are potentially
subject to inadequately priced or coercive bids for control through majority
share ownership. These prospective acquirers may be in a position to elect a
company's entire board of directors through proxy contest or otherwise, even
though they do not own a majority of the company's then outstanding shares at
the time. If Proposal 3 is approved, a majority of the Company's directors could
not be removed by such persons until two annual meetings of stockholders have
occurred, unless such removal was for cause and the requisite vote was obtained.
By providing this additional time to the Board of Directors and eliminating the
possibility of rapid removal of the Board, the directors of the Company will
have the necessary time to most effectively satisfy their responsibility to the
<PAGE>
-18-
Company's stockholders to evaluate any proposal and to assess and develop
alternatives without the pressure created by the threat of imminent removal. In
addition, providing that directors will serve three year terms rather than one
year terms, will enhance continuity and stability in the composition of the
Company's Board of Directors and in the policies formulated by the Board. The
Board believes that this will permit it more effectively to represent the
interests of all stockholders, including responding to demands or actions by any
stockholder or group. Proposal 3 may discourage potential purchasers because its
provisions would operate to delay the purchaser's ability to obtain control of
the Board of Directors, since it will generally take a purchaser two annual
meetings of stockholders to elect a majority of the Board.
The Board has no knowledge of any present effort to gain control of the
Company or to organize a proxy contest. However, the Board believes that
adopting Proposal 3 is prudent, advantageous and in the best interests of
stockholders because it will give the Board more time to fulfill its
responsibilities to stockholders and, it will provide greater assurance of
continuity and stability in the composition and policies of the Board of
Directors. The Board also believes such advantages outweigh any disadvantage
relating to discouraging potential acquirers from attempting to obtain control
of the Company.
Approval of Proposal 3 requires and affirmative vote of holders of a
majority of the outstanding shares of the Company's Common Stock entitled to
vote in person or by proxy at the Annual Meeting. THE BOARD OF DIRECTORS
BELIEVES THAT PROPOSAL 3 IS IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL 3.
---
4. APPROVAL OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE
THAT DIRECTORS MAY BE REMOVED ONLY FOR CAUSE AND ONLY BY THE AFFIRMATIVE VOTE OF
THE HOLDERS OF EIGHTY PERCENT OF THE OUTSTANDING STOCK OF THE COMPANY.
The Board of Directors proposes to further amend Article Fifth of the
Company's Restated Certificate of Incorporation to add a new provision to permit
a director to be removed, but only for cause and only by the affirmative vote of
the holders of eighty percent of the outstanding stock of the Company. If
Proposal 4 is adopted by the stockholders, Article Fifth of the Restated
Certificate of Incorporation will be amended to read as follows:
Section 3. Removal of Directors. Subject to the rights, if any,
of the holders of shares of Preferred Stock then outstanding, any or
all of the directors of the Corporation may be removed from office at
any time, but only for cause and only by the affirmative vote of the
holders of eighty percent (80%) of the outstanding stock of the
Corporation.
Under the existing by-laws, at any meeting of stockholders of the Company,
called for any purpose, the holders of a majority of the shares of capital stock
of the Company entitled to
<PAGE>
-19-
vote at such meeting may remove from office with or without cause, any or all of
the directors. Under Delaware law, adoption of Proposal 3, requiring
classification of the board, would automatically mean (unless otherwise
specified) that directors could only be removed for cause. If Proposal 4 is
approved, the directors may be removed only for cause AND by the affirmative
vote of the holders of eighty percent (80%) of the then outstanding stock of the
Company then entitled to vote generally in the election of directors. In
addition under Delaware law, if Proposal 4 is adopted, only the holders of 80%
of the outstanding stock of the Company could alter, amend or repeal such a
section of the Restated Certificate of Incorporation.
While the acts or omissions which constitute "cause" have not been
conclusively established by the Delaware courts, actions such as embezzlement,
disclosure of trade secrets, or other violations of fiduciary duty have been
found to constitute cause for removal. Courts have also indicated that a
stockholder's desire to take over management of a company or a director's
failure to cooperate in management's plans for a company do not constitute cause
for removal.
In conjunction with the Company's proposed classified Board of Directors
(assuming Proposal 3 is approved), the proposed amendment should render more
difficult and could discourage an attempt by a stockholder or group of
stockholders to acquire control of the Company without the approval of the
Company's management. The proposed amendment would make it impossible for
someone who acquires voting control of the Company to immediately remove the
incumbent directors who may oppose such person simply for purposes of replacing
them with more friendly directors, and would instead require such a person, in
the absence of proving "cause," to replace incumbent directors as their terms
expire over a period of up to three years. The proposed amendment could have the
effect of delaying an ultimate change in existing management which might be
desired by a majority of the stockholders.
The proposed amendment is in accordance with Delaware law, which provides
that when a corporation has a classified Board of Directors, directors may be
removed by stockholders only for cause unless the restated certificate of
incorporation provides otherwise. However, if the stockholders approve this
amendment, then directors could be removed only for cause, regardless of whether
stockholders separately approve the proposal to classify the Board of Directors.
If Proposal 4 is adopted it would mean that directors could not be removed
except for cause and except upon the affirmative vote of at least 80% of the
shares of the capital stock entitled to vote thereon. Such a vote could be
difficult to obtain. However, the Board of Directors believes that it is in the
best interests of the Company to ensure that the directors are not removed from
office by stockholder action except as a result of such a determination by the
holders of more than a simple majority of the Company's shares entitled to vote
on such matter.
If the stockholders approve Proposal 4, the Board of Directors plans to
adopt various conforming amendments to the Company's by-laws. In the event that
the proposal to provide for classification of the Company's Board of Directors
is not approved, proposed Section 3 of Article Fifth would be renumbered and
included in the Company's Restated Certificate of Incorporation as Article
Twelfth. Stockholder approval of Proposal 4 shall be deemed approval of such
renumbering.
<PAGE>
-20-
Approval of Proposal 4 requires an affirmative vote of holders of a
majority of the outstanding shares of the Company's Common Stock entitled to
vote in person or by proxy at the Annual Meeting. THE BOARD OF DIRECTORS
BELIEVES THAT PROPOSAL 4 IS IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL 4.
---
5. APPROVAL OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO
ELIMINATE STOCKHOLDER ACTION BY WRITTEN CONSENT.
The Board of Directors proposes to further amend Article Fifth of the
Company's Restated Certificate of Incorporation to add a new provision to
require that stockholder action must be taken only at an annual or special
meeting of stockholders and to prohibit stockholder action by written consent.
If Proposal 5 is adopted by the stockholders, Article Fifth of the Restated
Certificate of Incorporation will be amended to read as follows:
Section 4. Prohibition on Written Consent. Any action required or
permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of such holders
and may not be effected by a consent in writing by such holders.
Under Delaware law, any actions required or permitted to be taken by
stockholders may be taken (unless a company's certificate of incorporation
otherwise provides) without a meeting, without prior notice and without a
stockholder vote if a written consent setting forth the action to be taken is
signed by the holders of stock having the requisite number of votes. The
Company's Restated Certificate of Incorporation currently does not prohibit
stockholder action by written consent and the Company's by-laws currently
provide that stockholder action may be taken by written consent. Consequently,
unless Proposal 5 is approved, persons holding a majority interest in the
Company could take significant corporate action without giving all other
stockholders notice or the opportunity to vote. If Proposal 5 is approved by the
stockholders, the Board of Directors plans to adopt various conforming
amendments to the Company's by-laws, including an amendment that eliminates the
article in the by-laws providing for action by written consent. Depending on
whether Proposal 3 and/or Proposal 4 are approved, or not, Section 4 of Article
Fifth (as set forth above) would be renumbered and included in the Company's
Restated Certificate of Incorporation as Article Twelfth or Article Thirteenth,
as applicable. Stockholder approval of Proposal 5 shall be deemed approval of
such renumbering.
The Board of Directors believes that the approval of Proposal 5 is
advantageous to the Company and its stockholders. The provision of Proposal 5
prohibiting stockholder action by written consent would give all stockholders in
the Company, entitled to vote on a particular matter, notice of and the
opportunity to participate in the determination of any proposed action on such
matter and the chance to take judicial or other action to protect their
interests.
<PAGE>
-21-
In addition the Board of Directors believes that this change to eliminate
stockholder action by written consent is desirable to avoid untimely action in a
context that might not permit stockholders to have the full benefit of the
knowledge, advice and participation of the Company's management and Board of
Directors. In the event of a proposed acquisition of the Company, the Board of
Directors believes that the interests of the stockholders will best be served by
a transaction that results from negotiations based on careful consideration of
the proposed terms. Although there can be no certainty as to the result of any
particular negotiations, the Board believes that the intended effect of Proposal
5 of promoting negotiations concerning any proposed acquisition of the Company,
with bargaining power in the Board of Directors, will be in the long-term
interests of the Company and its stockholders.
However, any provision in the Company's Restated Certificate of
Incorporation which effectively requires a potential acquirer to negotiate with
the Company's management and Board of Directors could be characterized as
increasing management's and the board's ability to retain their positions with
the Company and to resist a transaction which may be deemed advantageous by
certain stockholders.
The elimination of action by written consent may deter acquisitions of the
Company's stock and may delay, deter or impede stockholder action not approved
by the Board of Directors. Such actions may include stockholder attempts to
control the Board, unsolicited tender offers or the other efforts to acquire
control of the Company. Proposal 5 may impede or delay, at least until the next
regularly scheduled annual meeting (and, if the proposal to adopt a classified
Board of Directors is approve, beyond such meeting), the initiation or
consummation of business transactions, such as reorganizations, mergers, or
recapitalizations, which are opposed by the Board of Directors even though
sought by a majority of the stockholders.
Approval of Proposal 5 requires and affirmative vote of holders of a
majority of the outstanding shares of the Company's Common Stock entitled to
vote in person or by proxy at the Annual Meeting. THE BOARD OF DIRECTORS
BELIEVES THAT PROPOSAL 5 IS IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL 5.
---
6. OTHER MATTERS
The Board of Directors of the Company does not know of any other matters
which may be brought before the Meeting. However, if any such other matters are
properly presented for action, it is the intention of the persons named in the
accompanying form of Proxy to vote the shares represented thereby in accordance
with their judgment on such matters.
MISCELLANEOUS
All costs relating to the solicitation of Proxies will be borne by the
Company. Proxies may be solicited by officers, directors and employees of the
Company and its subsidiaries personally, or by mail, telephone or telecopier,
and the Company may pay brokers and other
<PAGE>
-22-
persons holding shares of stock in their names or those of their nominees for
their reasonable expenses in sending soliciting material to their principals.
It is important that Proxies be returned promptly. Whether or not you
expect to attend the meeting in person, the Board of Directors urges you to
mark, sign and date the accompanying form of Proxy and mail it in the enclosed
return envelope, which requires no postage if mailed in the United States, so
that your votes can be recorded.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2001 Annual Meeting
of Stockholders of the Company must be received by the Company by December 13,
2000, in order to be considered for inclusion in the Company's Proxy Statement
relating to such meeting. In the event that a stockholder fails to notify the
Company by February 26, 2001, of an intent to be present at the Company's 2001
Annual Meeting of Stockholders in order to present a proposal for a vote, the
Company will have the right to exercise its discretion and to vote against the
proposal, if presented, without including any information about the proposal in
its proxy materials.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K, including the financial
statements for the fiscal year ended December 31, 1999, which has been filed
with the Securities and Exchange Commission, is included in the Annual Report
accompanying this Proxy Statement.
April 14, 2000
<PAGE>
ACCESS WORLDWIDE COMMUNICATIONS, INC.
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MAY 19, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned, a stockholder of ACCESS WORLDWIDE COMMUNICATIONS, INC.,
does hereby appoint Michael Dinkins and Richard Lyew, or either of them, with
full power of substitution, the undersigned's proxies, to appear and vote at the
Annual Meeting of Stockholders to be held May 19, 2000, at 10:00 a.m., local
time, or at any adjournments thereof, upon such matters as may properly come
before the Meeting.
(Continued and to be Completed on Reverse Side.)
Please date, sign and mail your
proxy card back as soon as possible!
{X} PLEASE MARK YOUR VOTES AS IN
THIS EXAMPLE Withhold
Election of Directors For Authority
CLASS I
-------
Peter D. Bewley { } { }
Lee H. Edelstein { } { }
CLASS II
--------
Randall J. Lewis { } { }
Shawkat Raslan { } { }
CLASS III
---------
Michael Dinkins { } { }
Liam S. Donohue { } { }
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW)
- --------------------------------------------------------------------------------
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent
accountants for the fiscal year ending December 31, 2000.
FOR AGAINST ABSTAIN
{ } { } { }
<PAGE>
3. Approve the Amendment to the Restated Certificate of Incorporation to provide
for the classification of the Board of Directors and related matters.
FOR AGAINST ABSTAIN
{ } { } { }
4. Approve the Amendment to the Restated Certificate of Incorporation to provide
that directors may be removed only for cause and only by the affirmative vote of
the holders of eighty percent of the outstanding stock of the Company.
FOR AGAINST ABSTAIN
{ } { } { }
5. Approve the Amendment to the Restated Certificate of Incorporation to
eliminate stockholder action by written consent.
FOR AGAINST ABSTAIN
{ } { } { }
The Board of Directors favors a vote "FOR" each item.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INDICATED. IF NO DIRECTION
IS INDICATED, SUCH SHARES WILL BE VOTED IN FAVOR OF THE ITEM(S) FOR WHICH NO
DIRECTION IS INDICATED.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Stockholder(s) Sign Here (L.S.) Dated
----------------- --------------- ----------
----------------- --------------- ----------
Signature if held jointly
NOTE: Please sign exactly as your name appears on this proxy. If your stock is
jointly owned, both parties must sign. Fiduciaries and representatives should so
indicate when signing, and when more than one is named, a majority should sign.
