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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended April 25, 1998
--------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ ------------------
Commission file number: 000-24387
NAVIGANT INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 52-2080967
- ---------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
84 INVERNESS CIRCLE EAST
ENGLEWOOD, COLORADO 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (303) 706-0800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None. None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
---------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of
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Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the Registrant's voting stock held as of July
17, 1998 by non-affiliates of the Registrant was $101,644,200. This calculation
assumes that certain parties may be affiliates of the Registrant and that,
therefore, 12,705,522 shares of voting stock are held by non-affiliates. As of
July 17, 1998, the Registrant had 12,969,000 shares of its common stock
outstanding.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth information concerning each of the
directors, executive officers and key employees of the Company. All directors
shall serve until their successors are duly elected and qualified, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office. Officers are appointed by and serve at the discretion of the board
of directors.
NAME AGE POSITION
---- --- --------
Edward S. Adams 48 Chairman of the Board, Chief Executive
Officer, President and Director (3)
Robert C. Griffith 49 Chief Financial Officer and Treasurer
Douglas R. Knight 40 Chief Operating Officer
Eugene A. Over, Jr. 40 General Counsel and Secretary
Jonathan J. Ledecky 40 Director (1)
Vassilios Sirpolaidis 50 Director (3)
Ned A. Minor 52 Director (2)
D. Craig Young 44 Director (2)
- ---------------
(1) Term expires in 1999.
(2) Term expires in 2000.
(3) Term expires in 2001.
BUSINESS BIOGRAPHIES
Edward S. Adams has served as Chairman of the Board, Chief Executive
Officer, President and Director of Navigant since February 1998. He has served
as Chairman and Chief Executive Officer of Professional Travel Corporation
("PTC"), a subsidiary of Navigant, since 1983, served as President of PTC from
1983 through April 1998, and as President of the U.S. Office Products Corporate
Travel Services Division from January 1997 through June 9, 1998.
Robert C. Griffith has served as Chief Financial Officer and Treasurer of
Navigant since February 1998. He has served as Chief Financial Officer of PTC
since January 1997 and served as Chief Financial Officer of the U.S. Office
Products Corporate Travel Services Division from January 1997 through June 9,
1998. Mr. Griffith served as Vice President of Finance and Administration of PTC
from June 1993 through January 1997. Prior to joining PTC, Mr. Griffith served
as Senior Manager and Area Director of IDS Tax and Business Services, a
subsidiary of American Express, from September 1991 to June 1993. Before joining
IDS, Mr. Griffith was employed by Deloitte & Touche. Mr. Griffith is licensed as
a certified public accountant in the state of Colorado.
Douglas R. Knight has served as Chief Operating Officer of Navigant since
May 1998. Mr. Knight has served as President of McGregor Travel Management,
Inc., a subsidiary of Navigant
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("McGregor"), since April 1993 and as chairman of McGregor since October 1997.
Mr. Knight joined McGregor in 1987 as Controller and became Vice President of
Finance in 1989. From 1984 to 1987, Mr. Knight worked for American Airlines and
was responsible for implementing and maintaining American Airline's travel
agency accounting system, ADS, in travel agencies across the United States.
Eugene A. Over, Jr. has served as General Counsel and Secretary of Navigant
since February 1998. He served as Legal Affairs and Administrative Officer of
U.S. Office Product's corporate travel services division from December 1997
through June 9, 1998. Mr. Over was an attorney at Clanahan Tanner Downing &
Knowlton, P.C. from December 1994 through November 1997. From January 1994
through November 1994, he served as General Counsel of GSA Corporation, a
private investment company. Prior to January 1994, Mr. Over was an attorney at
Montgomery, Little & McGrew, P.C.
Jonathan J. Ledecky has served as a director of Navigant since the date of
the Travel Distribution. Mr. Ledecky founded Consolidation Capital Corporation
in February 1997 and serves as its Chairman and Chief Executive Officer. Mr.
Ledecky founded U.S. Office Products in October 1994 and served as its Chairman
of the Board until June 9, 1998, and as its Chief Executive Officer until
November 5, 1997. Mr. Ledecky has also served as the Non-Executive Chairman of
the Board of USA Floral Products, Inc. since April 1997 and as a director of
UniCapital Corporation since October 1997. Mr. Ledecky served from 1989 to 1991
as the President of The Legacy Fund, Inc., and from 1991 to September 1994 as
President and Chief Executive Officer of Legacy Dealer Capital Fund, Inc., a
wholly-owned subsidiary of Steelcase Inc. Prior to his tenure at The Legacy
Fund, Inc., Mr. Ledecky was a partner at Adler and Company and a Senior Vice
President at Allied Capital Corporation, an investment management company.
Vassilios Sirpolaidis has served as a director of Navigant since the date
of the Travel Distribution. Mr. Sirpolaidis has been President of Mile High
Office Supply Company, Inc. ("Mile High") since 1978. U.S. Office Products
acquired Mile High in July 1996. Mr. Sirpolaidis has also served as a District
President of U.S. Office Products since August 1996 and as President of Arizona
Office Products, a subsidiary of U.S. Office Products, since May 1997.
Ned A. Minor has served as a Director of Navigant since the date of the
Travel Distribution. Mr. Minor has served as Director, President and Vice-
President of Minor & Brown, P.C., a private law firm, since 1977. Mr. Minor is a
practicing attorney in the state of Colorado, specializing in the areas of
general corporate law and mergers and acquisitions.
D. Craig Young has served as a Director of Navigant since the date of the
Travel Distribution. Mr. Young currently serves as Director, President and Chief
Executive Officer of Metronet Communications, a telecommunications company. From
1995 through 1998, Mr. Young served as the President and Chief Operating Officer
of Brooks Fiber Properties, Inc. Mr. Young served from 1993 to 1995 as Vice
President of Custom Business for Ameritech Corp., a telecommunications company
based in Chicago, Illinois.
SECTION 16 REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who beneficially own more than
10% of the Company's outstanding common stock, to file reports of securities
ownership and changes in such ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors, and greater than 10% beneficial owners
are also required by rules promulgated by the SEC to furnish the Company with
copies of all Section 16(a) forms they file. Based solely upon a review of the
copies of such forms furnished to the Company, or a written representation that
no additional filings were required, the Company believes that for the fiscal
year ended April 25, 1998, all Section 16(a) filing requirements applicable to
officers, directors, and greater than 10% beneficial owners were complied with
by such persons.
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ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information with respect to the compensation
paid by all persons for services rendered to Navigant and its subsidiaries
during the fiscal years ended April 25, 1998 and April 26, 1997 to the Chief
Executive Officer and to the other most highly compensated officers of Navigant
(the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2)
- --------------------------- ---- --------- ----- ---------------
<S> <C> <C> <C> <C>
Edward S. Adams 1998 $250,000 - $8,554
Chairman of the Board, Chief 1997 300,750 - 8,554
Executive Officer, President and
Director
Robert C. Griffith 1998 150,000 - 5,256
Chief Financial Officer and 1997 120,000 $3,000 5,256
Treasurer
Douglas R. Knight 1998 382,000 - 3,563
Chief Operating Officer 1997 - - -
</TABLE>
- --------------------
(1) Following the completion of the Travel Distribution on June 9, 1998, the
annual salaries of the Named Officers were set to be: Mr. Adams-$300,000,
Mr. Griffith-$200,000 and Mr. Knight-$250,000.
(2) Represents automobile expenses paid by Navigant.
OPTION GRANTS
The following table sets forth certain information regarding options to
acquire Navigant Common Stock granted to the Named Officers during the fiscal
year ended April 25, 1998.
OPTIONS GRANTED IN FISCAL YEAR 1998
<TABLE>
<CAPTION>
OPTIONS GRANTED IN FISCAL YEAR 1998 POTENTIAL REALIZABLE VALUE AT ACCRUED
----------------------------------- ANNUAL RATE OF STOCK PRICE APPRECIATION
PERCENT OF TOTAL FOR OPTION TERM(4)
OPTIONS OPTIONS GRANTED EXERCISE EXPIRATION ------------------
NAME GRANTED(1) IN FISCAL YEAR(2) PRICE(3) DATE 5% 10%
- ---- ---------- ----------------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Edward S. Adams 35,000 2.1% $ 9.75 4/28/07 $ 214,550 $ 543,900
746,667 44.8 11.89 3/20/08 5,585,069 14,149,340
Robert C. Griffith 23,333 1.4 9.75 4/28/07 143,031 362,595
186,667 10.0 11.89 3/20/08 1,396,269 3,537,340
Douglas R. Knight - - - - - -
</TABLE>
- --------------------
(1) Options were granted by U.S. Office Products to acquire U.S. Office
Products Common Stock, and were replaced with options to acquire Navigant
Common Stock in connection with the Travel Distribution.
(2) Based on an aggregate of 1,665,207 shares of Navigant Common Stock subject
to options originally granted by U.S. Office Products during the fiscal
year ended April 25, 1998 to acquire U.S. Office Products Common Stock,
which options were replaced with options to acquire Navigant Common Stock
in connection with the Travel Distribution.
(3) The original exercise prices of the options to acquire U.S. Office Products
Common Stock were $15.17 and $18.50 per share, which exercise prices were
adjusted when they were replaced with options to
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acquire Navigant Common Stock in connection with the Travel Distribution to
be $9.75 and $11.89 respectively.
(4) The potential realizable value is calculated based on the term of the
option at its time of grant (10 years) and is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the
appreciated price. The 5% and 10% assumed rates of appreciation are
derived from the rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of the future Common Stock
price.
OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information regarding option
exercises and unexercised options held by the Named Officers at April 25, 1998.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED APRIL 25, 1998
AND FISCAL YEAR-END 1998 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
HELD AT APRIL 25, 1998(1) APRIL 25, 1998(1)(2)
--------------------------- ---------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward S. Adams - - 8,750 772,917 $9,591 $28,772
Robert C. Griffith - - 5,833 204,167 6,394 19,181
Douglas R. Knight - - - - - -
</TABLE>
- --------------------
(1) Options were granted by U.S. Office Products to acquire U.S. Office
Products Common Stock, and were replaced with options to acquire Navigant
Common Stock in connection with the Travel Distribution.
(2) There was no public trading market for the Navigant Common Stock at April
25, 1998. Accordingly, these values have been calculated based on the
closing market price of the U.S. Office Products Common Stock at April 24,
1998 (the business day immediately preceding the fiscal year end) of
$16.875 per share and the original exercise price to obtain shares of U.S.
Office Products Common Stock (prior to the conversion of the options into
options to purchase Navigant Common Stock).
1998 STOCK INCENTIVE PLAN
Navigant has adopted the 1998 Stock Incentive Plan (the "Plan"). The
purpose of the Plan is to promote the long-term growth and profitability of the
Company by providing employees with incentives to improve stockholder value and
contribute to the growth and financial success of the Company, and by enabling
the Company to attract, retain and reward highly motivated and qualified
employees. The maximum percentage of shares of Navigant Common Stock that may be
issued with respect to awards granted under the Plan is 25% of the outstanding
Navigant Common Stock. The maximum number of shares that may be issued with
respect to awards granted under the Plan to an individual in a calendar year may
not exceed 1,100,000 shares. The Plan will be administered by the Compensation
Committee of the Board of Directors. All employees of the Company and its
subsidiaries, as well as non-employee directors of the Company, are eligible to
receive awards under the Plan. The Plan authorizes the Compensation Committee to
make awards of stock options, restricted stock and other stock-based awards. The
Compensation Committee will determine the prices, vesting schedules, expiration
dates and other material conditions under which such awards may be exercised.
COMMITTEES OF THE BOARD
The Board of Directors has created an Audit Committee consisting of Messrs.
Sirpolaidis, Minor and Young. The Audit Committee is charged with reviewing
Navigant's annual audit and
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meeting with Navigant's independent accountants to review Navigant's internal
control and financial management practice.
The Board of Directors has created a Compensation Committee consisting of
Messrs. Sirpolaidis, Minor and Young. The Compensation Committee is charged with
determining the compensation of executive officers of Navigant and administering
any stock option plan Navigant may adopt.
COMPENSATION OF DIRECTORS
Non-management directors are expected to be compensated with $10,000 of
airline tickets and other travel accommodations for their services as directors.
In addition, such directors will be paid $2,500 in cash for each committee of
the Board of Directors on which they serve and may be granted Navigant Options
under the Plan. Non-management directors will also be reimbursed for all out-of-
pocket expenses related to their service as directors.
LEDECKY SERVICES AGREEMENT
Jonathan J. Ledecky entered into the Ledecky Services Agreement with U.S.
Office Products on January 13, 1998, which agreement was amended as of June 8,
1998. The principal terms of the Ledecky Services Agreement, as amended, are
summarized below.
The Ledecky Services Agreement governs Mr. Ledecky's continuing obligations
to U.S. Office Products. Under the Ledecky Services Agreement, Mr. Ledecky will
report to the U.S. Office Products Board of Directors and will provide high-
level acquisition negotiation services and strategic business advice. Under the
agreement, Mr. Ledecky will remain an employee of U.S. Office Products at an
annual salary of $48,000 through June 30, 2001. U.S. Office Products can
terminate Mr. Ledecky's employment only for "cause" where cause consists of (i)
his conviction of or guilty or nolo contendere plea to a felony demonstrably and
materially injurious to U.S. Office Products or (ii) his violation of the
noncompetition provision as it relates to U.S. Office Products.
Navigant entered into an employment agreement with Mr. Ledecky, effective
as of June 10, 1998, that implemented its assigned portion of the Ledecky
Services Agreement. Under the employment agreement, Mr. Ledecky will report to
the Board of Directors and senior management of Navigant. In such capacity, Mr.
Ledecky will provide high-level acquisition negotiations services and strategic
business advice. Navigant can require Mr. Ledecky's performance of such
services, consistent with his other contractual obligations to Consolidation
Capital Corporation, U.S. Office Products and the other Spin-Off Companies. As
an employee, Mr. Ledecky will also be subject to the generally applicable
personnel policies of Navigant and will be eligible for such benefit plans in
accordance with their terms. Navigant will pay Mr. Ledecky an annual salary of
$48,000, for up to two years. The Company may terminate Mr. Ledecky's employment
with "cause," where cause has the same definition as in the Ledecky Services
Agreement, as modified to refer to Navigant.
The Ledecky Services Agreement provides for non-competition and non-
solicitation restrictions that continue until the end of the specified
restricted period, which, for Navigant, means the later of June 10, 2000 or the
date one year after Mr. Ledecky leaves Navigant's employ. These provisions
generally restrict Mr. Ledecky from, among other things, investing in or working
for or on behalf of any business selling any products or services in direct
competition with U.S. Office Products or the Spin-Off Companies (collectively,
the "U.S. Office Products Companies"), within 100 miles of any location where
the relevant U.S. Office Products Company regularly maintains an office with
employees. (For this purpose, "products or services" are those that U.S. Office
Products offered on January 13, 1998.) Notwithstanding this prohibition, Mr.
Ledecky may serve in a policy making role (but not engage in direct personal
competition) with respect to the following businesses: (i) certain businesses
potentially competitive with Aztec Technology Partners, Inc.; (ii) businesses
selling,
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supplying, or distributing janitorial or sanitary products or services; (iii)
businesses managing or servicing office equipment (other than computers); (iv)
businesses providing internet access services; (v) UniCapital Corporation's
current businesses (which include equipment leasing); or (vi) U.S. Marketing
Services' shelf-stocking and merchandising, point-of-purchase display creation,
and incentive marketing businesses (as currently publicly described to include
travel incentives), but Mr. Ledecky must cease serving as a director and be
solely an investor after that company is public. The Ledecky Services Agreement
prohibits Mr. Ledecky from trying to hire away managerial employees of the U.S.
Office Products Companies or calling upon customers of the U.S. Office Products
Companies to solicit or sell products or services in direct competition with the
U.S. Office Products Companies. Mr. Ledecky also may not hire away for
Consolidation Capital Corporation any person then or in the preceding one year
employed by the U.S. Office Products Companies. U.S. Office Products has
assigned to Navigant the ability to enforce the non-competition provision
described above as they apply to Navigant, which now constitutes part of his
employment agreement with Navigant.
EMPLOYMENT CONTRACTS AND RELATED MATTERS
In January 1997, PTC entered into an employment agreement with Edward S.
Adams, its President and Chief Executive Officer. The employment agreement
provides for an initial two-year term and successive one-year extensions at the
option of PTC. Pursuant to this agreement, Mr. Adams is entitled to receive
minimum annual compensation of $250,000 (which was increased to $300,000 upon
completion of the Travel Distribution on June 9, 1998), incentive bonuses as
determined by the Board of Directors of PTC (and approved by the U.S. Office
Products Board of Directors), all perquisites and benefits customarily provided
by PTC to its employees and reimbursement for the actual cost of leasing an
automobile for business use (not to exceed $712 per month). The employment
agreement also provides for the issuance of options to purchase 60,000 shares of
U.S. Office Products Common Stock for every $10 million increase in commission
revenue earned by U.S. Office Products after the date of the agreement (up to a
maximum of 600,000 shares). Pursuant to this employment agreement, Mr. Adams
earned and was granted options for the maximum number of shares. Mr. Adams then
assigned 20% of these options to Mr. Griffith. In the event that Mr. Adams'
employment is terminated for any reason other than cause, Mr. Adams' employment
agreement provides that Mr. Adams is entitled to receive his base salary and
benefits for the longer of (i) six months from the date of termination, or (ii)
the remaining time under the initial term of the employment agreement, subject
to a right of offset if Mr. Adams secures other employment during the period
that payment is continuing under the agreement. The employment agreement also
prohibits Mr. Adams from engaging in certain activities deemed competitive with
PTC or its affiliates during the duration of his employment with PTC and for the
longer of (i) a period of two years thereafter, or (ii) as long as Mr. Adams
continues to receive severance payments from PTC.
In January 1997, PTC entered into an employment agreement with Robert C.
Griffith, its Chief Financial Officer and Treasurer. The employment agreement
provides for an initial two-year term and successive one-year extensions at the
option of PTC. Pursuant to this agreement, Mr. Griffith is entitled to receive
minimum annual compensation of $150,000 (which was increased to $200,000 upon
completion of the Travel Distribution on June 9, 1998), incentive bonuses as
determined by the President of PTC (and approved by the U.S. Office Products
Board of Directors), all perquisites and benefits customarily provided by PTC to
its employees and reimbursement for the actual cost of leasing an automobile for
business use (not to exceed $438 per month). In the event that Mr. Griffith's
employment is terminated for any reason other than cause, Mr. Griffith's
employment agreement provides that Mr. Griffith is entitled to receive his base
salary and benefits for the longer of (i) four months from the date of
termination, or (ii) the remaining time under the initial term of the employment
agreement, subject to a right of offset if Mr. Griffith secures other employment
during the period that payment is continuing under the agreement. The employment
agreement also prohibits Mr. Griffith from engaging in certain activities deemed
competitive with PTC or its affiliates during the duration of his employment
with PTC and for the longer of (i) a period of two years thereafter, or (ii) as
long as Mr. Griffith continues to receive severance payments from PTC.
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In October 1997, McGregor entered into an employment agreement with Douglas
R. Knight, its President. The agreement provides for a two year term, with a
base salary of $250,000 per year, all perquisites and benefits customarily
provided by McGregor to its employees and reimbursement for the actual cost of
leasing an automobile for business use (not to exceed $550 per month). If
McGregor terminates Mr. Knight's employment without cause, Mr. Knight is
entitled to compensation at the rate of $250,000 per year for the time period
remaining under the term of the employment agreement, subject to a right of
offset if Mr. Knight secures other employment during the period that payment is
continuing under the agreement. The employment agreement also prohibits Mr.
Knight from engaging in certain activities deemed competitive with McGregor or
its affiliates during the duration his employment with McGregor or its
affiliates and for the longer of (i) a period of one year thereafter or (ii) as
long as Mr. Knight continues to receive severance payments from McGregor.
Effective as of the date of the Travel Distribution, PTC assigned Messrs.
Adams' and Griffith's employment agreements and McGregor assigned Mr. Knight's
employment agreement to Navigant. All decisions formerly made by PTC's or
McGregor's Board of Directors (and approved by the U.S. Office Products Board of
Directors) are now to be made by Navigant's Board of Directors. Navigant's
Board of Directors may consider amending these employment agreements or entering
into separate severance agreements with these and other officers to provide for
additional compensation if their employment is terminated following a change of
control of Navigant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has created a Compensation Committee consisting of
Vassilios Sirpolaidis, Ned A. Minor and D. Craig Young. The Compensation
Committee is charged with determining the compensation of all executive
officers. No member of the Compensation Committee has ever been an officer of
Navigant or any of its subsidiaries.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following report is submitted by the Compensation Committee, pursuant
to rules established by the Securities and Exchange Commission, and provides
certain information regarding compensation of the Company's executive officers.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee establishes and reviews the compensation of the
Navigant's Executive Officers: Mr. Adams, Mr. Knight, Mr. Griffith, and Mr.
Over. The Compensation Committee's goal is to design executive compensation
packages that reward the achievement of both short-term and long-term objectives
of Navigant, and which are comparable to the packages available to similarly
placed executives within the corporate travel management industry and within
companies of similar size as Navigant.
The Compensation Committee expects to adopt a comprehensive policy in the
coming fiscal year. In the meantime, the basic components of executive
compensation are base salary, expense allowances, bonuses, and options. Base
salary and expense allowances are set in light of prevailing salaries and
allowances for similarly placed executives within the corporate travel
management industry. Bonuses and the award of options reward the achievement of
Navigant's short-term and long-term objectives.
As of June 10, 1998, the Committee approved the assignment of existing
employment contracts between PTC and Mr. Adams, Mr. Griffith and Mr. Over to
Navigant, and also approved various amendments to those contracts. In addition,
as of June 10, 1998, the Committee approved the assignment of an existing
employment contract between McGregor Travel Management, Inc. and Mr.
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Knight to Navigant. As assigned and amended, Mr. Adams' contract is for a period
of five (5) years from June 9, 1998, at an initial base salary of $300,000. As
assigned and amended, Mr. Griffith's contract is for a period of five (5) years
from June 9, 1998, at an initial base salary of $200,000. As assigned and
amended, Mr. Over's contract is for a period of two (2) years from December 1,
1997, at an initial base salary of $110,000. As assigned, Mr. Knight's contract
is for a period of two (2) years from October 25, 1997, at an initial base
salary of $250,000. (In each case, the officer's base salary may be increased
annually, if, in the discretion of the Board, such increases are merited.) In
approving such assignments and amendments, the Compensation Committee
considered, among other things, each officer's experience, background, past
contributions to Navigant (and its predecessors), the growth of Navigant, and
the likely expansion of each officer's duties and responsibilities due to the
spin-off of Navigant from U. S. Office Products.
The Committee believes that the grant of stock options is an appropriate
method of compensating executives for the long-term performance of Navigant. On
June 10, 1998, the Committee approved the issuance of stock options to each of
the Executive Officers as follows: Mr. Adams, 376,500; Mr. Knight, 52,500; Mr.
Griffith, 111,000; and Mr. Over, 50,000. These stock options were issued at the
offering price in Navigant's Initial Public Offering ($9.00), and have a term of
ten (10) years. The options vested immediately, but are not exercisable until
June 10, 1999. These grants were intended to reward these executives for their
efforts in contributing to the dramatic growth of Navigant's business and to
motivate the executives to continue to contribute to such growth. Moreover, the
Committee believed it was appropriate to grant options at these levels to
attract and retain executive officers of the caliber of these individuals.
The Committee believes that the award of bonuses is an appropriate way to
compensate executives for a significant contribution to Navigant's objectives,
or for the attainment of results beyond expectations. At this time, the
Committee has no recommended any bonuses for any of the Executive Officers.
Nevertheless, bonuses may be considered by the Committee in the future as
appropriate.
COMPENSATION COMMITTEE
Vassilios Sirpolaidis
Ned A. Minor
D. Craig Young
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the number and percentage of outstanding
shares of Navigant Common Stock beneficially owned as of August 14, 1998, by (i)
all persons known by Navigant to own beneficially more than 5% of Navigant's
Common Stock, (ii) each director and each executive officer of Navigant, and
(iii) all directors and executive officers of Navigant as a group. All persons
listed below have sole voting and investment power with respect to their shares
of Navigant Common Stock unless otherwise indicated.
<TABLE>
<CAPTION>
Number of Shares of Percent of Navigant
Name and Address of Beneficial Owner Navigant Common Stock Common Stock(1)(2)
- ------------------------------------ --------------------- -------------------
<S> <C> <C>
Edward S. Adams(3) 101,736 *
Robert C. Griffith(4) 6,833 *
Douglas R. Knight(5) 53,322 *
Jonathan J. Ledecky(6) 186,391 1.4%
Vassilios Sirpolaidis(7) 110,070 *
All current executive officers and
directors as a group (8 persons)(8) 464,452 3.6%
</TABLE>
9
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<TABLE>
<CAPTION>
Number of Shares of Percent of Navigant
Name and Address of Beneficial Owner Navigant Common Stock Common Stock(1)(2)
- ------------------------------------ --------------------- -------------------
<S> <C> <C>
5% Stockholders
The Baupost Group, LLC (9) 2,165,041 16.7%
44 Brattle Street, 5th Floor
P.O. Box 389125
Cambridge, MA 02238-9125
</TABLE>
_______
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Navigant Common
Stock subject to options, warrants and convertible debentures currently
exercisable or convertible, or exercisable or convertible within 60 days of
August 14, 1998 are deemed outstanding for computing the percentage of the
person or entity holding such securities but are not outstanding for
computing the percentage of any other person or entity. Except as
indicated by footnote, and subject to community property laws where
applicable, the persons named in the table above have sole voting and
investment power with respect to all shares of Navigant Common Stock shown
as beneficially owned by them.
(2) Percentage of ownership is based on 12,978,273 shares of Navigant Common
Stock outstanding at August 14, 1998.
(3) Includes 8,750 shares of Navigant Common Stock which may be acquired upon
exercise of options exercisable within 60 days following August 14, 1998.
Also includes 2,353 shares held by Marcono, LLC; Mr. Adams disclaims
beneficial ownership of these shares except for his pecuniary interest
therein. Excludes 1,149,417 shares of Navigant Common Stock which may be
acquired upon exercise of options which are not exercisable within 60 days
following August 14, 1998.
(4) Includes 5,833 shares of Navigant Common Stock which may be acquired upon
exercise of options exercisable within 60 days following August 14, 1998.
Excludes 315,167 shares of Navigant Common Stock which may be acquired upon
exercise of options which are not exercisable within 60 days following
August 14, 1998.
(5) Includes 1,408 shares held by DeFranco & Knight, LLC; Mr. Knight disclaims
beneficial ownership of these shares except for his pecuniary interest
therein. Excludes 52,500 shares of Navigant Common Stock which may be
acquired upon exercise of options which are not exercisable within 60 days
following August 14, 1998.
(6) Excludes 822,671 shares of Navigant Common Stock which may be acquired upon
exercise of options which are not exercisable within 60 days following
August 14, 1998.
(7) Excludes 10,000 shares of Navigant Common Stock which may be acquired upon
exercise of options which are not exercisable within 60 days following
August 14, 1998.
(8) Includes 14,583 shares of Navigant Common Stock which may be acquired upon
exercise of options exercisable within 60 days following August 14, 1998.
Excludes 2,419,755 shares of Navigant Common Stock which may be acquired
upon exercise of options which are not exercisable within 60 days following
August 14, 1998.
(9) The Baupost Group, L.L.C. is a registered investment adviser. SAK
Corporation is the Manager of the Baupost Group, L.L.C. Seth A. Klarman,
as the sole director of SAK Corporation and a controlling person of Baupost
Group, L.L.C., may also be deemed to have beneficial ownership of these
securities. These securities include securities purchased on behalf of a
registered investment company and various limited partnerships.
There has been no change in control of the Company since the beginning of
its last fiscal year, and there are no arrangements known to the Company,
including any pledge of securities of the Company, the operation of which may at
a subsequent date result in a change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On January 24, 1997, U.S. Office Products acquired PTC, which is now a
wholly-owned subsidiary of Navigant, from Edward S. Adams, Navigant's Chairman
of the Board, Chief Executive
10
<PAGE>
Officer and President, for 725,923 shares of U.S. Office Products Common Stock
(which now represent 72,592 shares of Navigant Common Stock) valued at $22.725
per share (the "PTC Acquisition"). In connection with the PTC Acquisition, PTC
also entered into an employment agreement with Mr. Adams at an annual base
salary of $250,000 per year and an employment agreement with Robert C. Griffith,
Navigant's Chief Financial Officer and Treasurer, at an annual base salary of
$150,000 per year. The Company believes that the terms of this transaction are
as favorable as could be negotiated with third parties.
On January 24, 1997, in a transaction related to the PTC Acquisition, PTC
acquired a commercial office building at 84 Inverness Circle East, Englewood,
Colorado from Marcono LLC ("Marcono"), a Colorado limited liability company, for
an aggregate purchase price of approximately $3.4 million, consisting of 68,154
shares of U.S. Office Products Common Stock (which now represent 6,815 shares of
Navigant Common Stock) valued at $22.725 per share and PTC's assumption of
certain notes from Marcono in the aggregate amount of $1,846,721. Marcono is
owned as follows: 2% by Edward S. Adams, 2% by Mr. Adams' wife and 48% by each
of two trusts established for the benefit of Mr. Adams' two children. Vassilios
Sirpolaidis, a director of Navigant, is the trustee of the two trusts. Prior to
the purchase of the office building by PTC, PTC leased the office building from
Marcono for approximately $22,000 per month. The office building purchased by
PTC is used as its headquarters. The Company believes that the terms of this
transaction are as favorable as could be negotiated with third parties.
On October 24, 1997, U.S. Office Products acquired McGregor, which is now a
wholly-owned subsidiary of Navigant, from its stockholders (the "McGregor
Acquisition") for approximately 1,273,432 shares of U.S. Office Products Common
Stock (which now represent 127,343 shares of Navigant Common Stock) valued at
approximately $24.54 per share (the "Purchase Price"). The McGregor Acquisition
included the purchase of portions of an office building at 112 Prospect Street,
Stamford, Connecticut from DeFranco & Knight, LLC. $450,000 of the Purchase
Price was allocated to the purchase of the building and $585,000 of debt related
to the building was assumed by McGregor. One of McGregor's beneficial owners was
Douglas R. Knight is Navigant's Chief Operating Officer. In connection with the
McGregor Acquisition, Mr. Knight received approximately 676,293 shares of U.S.
Office Products Common Stock (which now represent 67,629 shares of Navigant
Common Stock) and DeFranco & Knight, LLC, of which Mr. Knight is a 50% owner,
received approximately 18,336 shares of U.S. Office Products Common Stock (which
now represent 1,834 shares of Navigant Common Stock). Also in connection with
the McGregor Acquisition, McGregor entered into an employment agreement with Mr.
Knight at an annual base salary of $250,000 per year. The Company believes that
the terms of this transaction are as favorable as could be negotiated with third
parties.
DeFranco & Knight, LLC owns a portion of a property in Stamford,
Connecticut, which is leased to McGregor for approximately $142,000 per year. In
addition, Mr. Knight is a partner in an emergency travel service provider that
contracts with McGregor to provide emergency travel service to customers of
McGregor at a rate of $12.00 per emergency call. During the fiscal year ended
April 25, 1998, McGregor paid approximately $472,000 to such emergency travel
service provider.
On June 10, 1998, Mr. Ledecky received a stock option pursuant to the Plan
to purchase 822,671 shares of Navigant Common Stock at the exercise price of
$9.00 per share. The option expires on June 9, 2008, and was granted to Mr.
Ledecky in order to compensate Mr. Ledecky for services to Navigant as an
employee.
On June 10, 1998, Mr. Adams received a stock option pursuant to the Plan to
purchase 376,500 shares of Navigant Common Stock at the exercise price of $9.00
per share. The option expires on June 9, 2008, and was granted to Mr. Adams in
order to compensate Mr. Adams for services to Navigant as an employee.
11
<PAGE>
On June 10, 1998, Mr. Griffith received a stock option pursuant to the Plan
to purchase 111,000 shares of Navigant Common Stock at the exercise price of
$9.00 per share. The option expires on June 9, 2008, and was granted to Mr.
Griffith in order to compensate Mr. Griffith for services to Navigant as an
employee.
On June 10, 1998, Mr. Over received a stock option pursuant to the Plan to
purchase 50,000 shares of Navigant Common Stock at the exercise price of $9.00
per share. The option expires on June 9, 2008, and was granted to Mr. Over in
order to compensate Mr. Over for services to Navigant as an employee.
On June 10, 1998, Mr. Knight received a stock option pursuant to the Plan
to purchase 52,500 shares of Navigant Common Stock at the exercise price of
$9.00 per share. The option expires on June 9, 2008, and was granted to Mr.
Knight in order to compensate Mr. Knight for services to Navigant as an
employee.
On June 10, 1998, Mr. Young received a stock option pursuant to the Plan to
purchase 10,000 shares of Navigant Common Stock at the exercise price of $9.00
per share. The option expires on June 9, 2008, and was granted to Mr. Young in
order to compensate Mr. Young for services to Navigant as a director.
On June 10, 1998, Mr. Sirpolaidis received a stock option pursuant to the
Plan to purchase 10,000 shares of Navigant Common Stock at the exercise price of
$9.00 per share. The option expires on June 9, 2008, and was granted to Mr.
Sirpolaidis in order to compensate Mr. Sirpolaidis for services to Navigant as a
director.
On June 10, 1998, Mr. Minor received a stock option pursuant to the Plan to
purchase 10,000 shares of Navigant Common Stock at the exercise price of $9.00
per share. The option expires on June 9, 2008, and was granted to Mr. Minor in
order to compensate Mr. Minor for services to Navigant as a director.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: August 20, 1998.
NAVIGANT INTERNATIONAL, INC.
A Delaware Corporation
By: /s/ Edward S. Adams
----------------------------------------------
Name: Edward S. Adams
Title: Chairman of the Board, Chief Executive
Officer, President and Director
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Edward S. Adams his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
in his name, place and stead, in any and all capacities to sign to this report,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated as of August 20, 1998.
By: /s/ Robert C. Griffith
----------------------------------------------
Name: Robert C. Griffith
Title: Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
By: /s/ Douglas R. Knight
----------------------------------------------
Name: Douglas R. Knight
Title: Chief Operating Officer
By: /s/ Eugene A. Over, Jr.
----------------------------------------------
Name: Eugene A. Over, Jr.
Title: General Counsel and Secretary
By: /s/ Jonathan J. Ledecky
----------------------------------------------
Name: Jonathan J. Ledecky
Title: Director
13
<PAGE>
By: /s/ Vassilios Sirpolaidis
----------------------------------------------
Name: Vassilios Sirpolaidis
Title: Director
By: /s/ Ned A. Minor
----------------------------------------------
Name: Ned A. Minor
Title: Director
By: /s/ D. Craig Young
----------------------------------------------
Name: D. Craig Young
Title: Director
14
