<PAGE>
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:
[ ] Preliminary proxy statement [ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive addition materials
[ ] Soliciting material under Rule 14a-12
IGO CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
IGO CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:_____________
(2) Aggregate number of securities to which transactions applies:_______________
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): _________________________
(4) Proposed maximum aggregate value of transaction: ___________________
(5) Total fee paid: __________________
[ ] Fee paid previously with preliminary materials: __________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid: __________________
(2) Form, schedule or registration statement no.: __________________
(3) Filing party: __________________
(4) Date filed: __________________
<PAGE>
IGO CORPORATION
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 1, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of IGO
CORPORATION, a Delaware corporation, will be held on Thursday, June 1, 2000 at
2:00 p.m., local time, at the Residence Inn by Marriott located at 9845 Gateway
Drive, Reno, Nevada 89511, for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the appointment of Deloitte & Touche LLP as iGo's
independent auditors for the fiscal year ending December 31, 2000.
3. To transact such other business as may properly come before the
meeting or any postponement or adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on April 7, 2000 are
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof.
All stockholders are cordially invited to attend the Annual Meeting.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if he or she returned a proxy.
Very truly yours,
Mick Delargy
Secretary
Reno, Nevada
April 21, 2000
IMPORTANT
---------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF
RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
THANK YOU FOR ACTING PROMPTLY.
<PAGE>
IGO CORPORATION
________________________________
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of Directors of iGo
Corporation for use at the Annual Meeting of Stockholders to be held Thursday,
June 1, 2000 at 2:00 p.m., local time, or at any postponement or adjournment
thereof (the "Annual Meeting"), for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will
be held at the Residence Inn by Marriott located at 9845 Gateway Drive, Reno,
Nevada 89511. The telephone number at the Residence Inn by Marriott is (775)
853-8800. iGo's principal executive offices are located at 9393 Gateway Drive,
Reno, Nevada 89511, where its telephone number is (775) 746-6140.
These proxy solicitation materials and our Annual Report were mailed on or
about April 24, 2000 to all stockholders entitled to vote at the Annual Meeting.
THE COMPANY SHALL PROVIDE WITHOUT CHARGE TO EACH STOCKHOLDER SOLICITED BY
THESE PROXY SOLICITATION MATERIALS A COPY OF THE ANNUAL REPORT ON FORM 10-K
TOGETHER WITH THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
REQUIRED TO BE FILED WITH THE ANNUAL REPORT UPON REQUEST OF THE STOCKHOLDER MADE
IN WRITING TO IGO CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICES, ATTENTION:
MICK DELARGY, CHIEF FINANCIAL OFFICER.
Record Date
Stockholders of record of the iGo's common stock at the close of business on
April 7, 2000 are entitled to notice of, and to vote at, the Annual Meeting. At
the April 7, 2000 record date, 20,558,237 shares of common stock were issued and
outstanding.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it any time before its use by delivering to iGo (Attention: Mick Delargy,
Inspector of Elections) a written notice of revocation or a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
Voting and Solicitation
Holders of shares of common stock are entitled to one vote per share on all
matters.
-1-
<PAGE>
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections (the "Inspector") with the assistance of iGo's
transfer agent. The Inspector will also determine whether or not a quorum is
present. The affirmative vote of a majority of shares present in person or
represented by proxy at a duly held meeting at which a quorum is present is
required under Delaware law for approval of proposals presented to stockholders.
In general, Delaware law also provides that a quorum consists of a majority of
the shares entitled to vote and present in person or represented by proxy. The
Inspector will treat abstentions as shares that are present and entitled to vote
for purposes of determining the presence of a quorum and as negative votes for
purposes of determining the approval of any matter submitted to the stockholders
for a vote. Any proxy which is returned using the form of proxy enclosed and
which is not marked as to a particular item will be voted for the election of
directors, for ratification of the appointment of the designated independent
auditors and, as the proxy holders deem advisable, on other matters that may
come before the meeting, as the case may be with respect to the item not marked.
If a broker indicates on the enclosed proxy or its substitute that it does not
have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered as present with respect to that
matter. iGo believes that the tabulation procedures to be followed by the
Inspector are consistent with the general statutory requirements in Delaware
concerning voting of shares and determination of a quorum.
The cost of soliciting proxies will be borne by iGo. In addition, we may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such beneficial
owners. Proxies may also be solicited by certain of our directors, officers and
regular employees, without additional compensation, personally or by telephone
or telegram.
Deadline for Receipt of Stockholder Proposals for 2001 Annual Meeting
Stockholders are entitled to present proposals for action at a forthcoming
meeting if they comply with the requirements of the proxy rules established by
the Securities and Exchange Commission. Proposals of stockholders of iGo that
are intended to be presented by such stockholders at our 2001 Annual Meeting of
Stockholders must be received by us no later than December 26, 2000 in order
that they may be considered for inclusion in the proxy statement and form of
proxy relating to that meeting.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Nominees
A board of four directors is to be elected at the meeting. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for
Management's four nominees named below, all of whom are currently directors of
iGo.
In the event that any nominee is unable or declines to serve as a director
at the time of the Annual Meeting, the proxies will be voted for any nominee who
shall be designated by the present Board of Directors to fill the vacancy. In
the event that additional persons are nominated for election as directors, the
proxy holders intend to vote all proxies received by them in such a manner as
will assure the election of as many of the nominees listed below as possible
and, in such event, the specific nominees to be voted for will be determined by
the proxy holders. It is expected that all nominees will be able and willing to
serve as directors. The term of office of each person elected as a director will
continue until the next Annual Meeting of Stockholders or until such director's
successor has been elected and qualified.
-2-
<PAGE>
<TABLE>
The names of the nominees, and certain information about them as of March
31, 2000, are set forth below:
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Ken Hawk................. 36 Chairman of the Board, President, Chief
Executive Officer and Chief Energizing Officer
Darrell Boyle (1)........ 51 Director
David Callard (2)........ 61 Director
Peter Gotcher (1)(2)..... 40 Director
______________
</TABLE>
(1) Member of Compensation Committee.
(2) Member of Audit Committee.
Ken Hawk is the founder of iGo and has served as Chairman of our Board of
Directors, President, Chief Executive Officer and Chief Energizing Officer since
our incorporation in March 1993. Mr. Hawk was the Multimedia Product Manager for
Windows at Microsoft Corporation from June 1992 until September 1992 and ran
North American Operations for Venture Manufacturing Singapore from November 1988
until September 1991. From June 1986 until November 1988, he served as Silicon
Valley District Sales Manager for Silicon Systems, Inc., a subsidiary of TDK.
Mr. Hawk holds a B.S. in electrical engineering from the University of Michigan
and an M.B.A. from Stanford University.
Darrell Boyle has served as a member of our Board of Directors since January
1997. Mr. Boyle has served as President of Trailblazer Consultants since October
1994. From March 1990 to September 1994, he served as the senior marketing
executive for the Graphics Business Unit of Microsoft Corporation. Mr. Boyle
holds a B.S. in business administration from the University of Colorado and an
M.B.A. from Capital University.
David Callard has served as a member of our Board of Directors since June
1996. Mr. Callard has served as the President of Wand Partners Inc. since
January 1991. From 1972 to 1989, he served in various capacities with Alex.
Brown & Sons Incorporated, including those of Director, Managing Director and
General Partner. Mr. Callard holds an A.B. from Princeton University and a J.D.
from New York University School of Law. He also serves on the boards of
directors of Panorama Trust, Information Management Associates, Inc. and
SkyMall, Inc.
Peter Gotcher has served as a member of our Board of Directors since October
1998. Mr. Gotcher has served as a Venture Partner with Redpoint Ventures since
October 1999 and Institutional Venture Partners since January 1997. Mr. Gotcher
founded and served as President and Chief Executive Officer of Digidesign Inc.
from October 1983 until its merger with Avid Technology, Inc. in January 1995,
after which he served as the General Manager of Digidesign and Executive Vice
President of Avid until May 1996. Mr. Gotcher holds a B.A. in English literature
from the University of California at Berkeley. He also serves on the Board of
Directors for Avid Technology, Inc.
Board Meetings and Committees
Our Board of Directors held a total of five meetings during 1999, including
meetings held by conference telephone call but excluding actions taken by
unanimous written consent. Our Board of Directors currently has an Audit
Committee and a Compensation Committee. The Audit Committee consists of Mr.
Callard and Mr. Gotcher. The Audit Committee makes recommendations to the Board
of Directors regarding the selection of independent auditors, makes inquiries
about the scope of audit and other services by our independent auditors, makes
inquiries about the accounting principles and auditing practices and procedures
to be used for our financial statements and reviews the results of those audits.
The Audit Committee held no meetings separate and apart from our Board of
Directors meetings during 1999. The Compensation Committee consists of Mr. Boyle
and Mr. Gotcher. The Compensation Committee makes recommendations to the Board
of Directors regarding our stock plans and the compensation of officers. The
Compensation Committee held one meeting during 1999. During 1999, each of our
directors attended at least 75% of the meetings of the Board and the committees,
if any, on which he served during the year.
-3-
<PAGE>
Director Compensation
Our non-employee directors are reimbursed for expenses incurred in
connection with attending Board and Committee meetings but, except as described
in this paragraph, are not compensated for their services as Board or Committee
members. In the past, we have granted Mr. Boyle and Mr. Gotcher, both
non-employee directors, options to purchase our common stock pursuant to the
terms of our Amended and Restated 1996 Stock Option Plan. Mr. Gotcher's option
was granted in October 1998 and represented the right to purchase 143,628 shares
of our common stock at an exercise price of $0.20 per share. Mr. Boyle was
granted an option to purchase 60,000 shares of our common stock at an exercise
price of $0.0445 per share in January 1997, and another option to purchase
60,000 shares of our common stock at an exercise price of $3.97 per share in
July 1999. All of Mr. Boyle's and Mr. Gotcher's options have been exercised.
However, the shares purchased upon exercise of their options are subject to a
right of repurchase held by iGo in the event that their relationship with iGo
terminates prior to the lapse of the repurchase right. iGo's repurchase right on
these shares lapses ratably over a four-year period from approximately the date
of grant. Both employee and non-employee directors are eligible to receive
options to purchase our common stock pursuant to the terms of our Amended and
Restated 1996 Stock Option Plan.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee is currently, or has ever
been at any time since our formation, one of our officers or employees. No
member of the Compensation Committee serves as a member of the Board of
Directors or Compensation Committee of any entity that has one or more officers
serving as a member of our Board of Directors or Compensation Committee.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES LISTED
ABOVE.
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP, independent
auditors, to audit our consolidated financial statements for the fiscal year
ending December 31, 2000, and recommends that stockholders vote for ratification
of such appointment. In the event of a negative vote on such ratification, the
Board of Directors will reconsider its selection.
Deloitte & Touche LLP has been engaged since January 1999 and audited our
financial statements for fiscal years 1996 through 1999. Representatives of
Deloitte & Touche LLP are expected to be present at the meeting, with the
opportunity to make a statement if they desire to do so, and to respond to
appropriate questions.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.
THE EFFECT OF AN ABSTENTION IS THE SAME AS THAT OF A VOTE AGAINST THE PROPOSAL.
-4-
<PAGE>
OTHER INFORMATION
COMMON STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of iGo's common
stock as of March31,2000 as to (i) each person who is known by us to
beneficially own more than five percent of the Company's common stock, (ii) each
of our directors, (iii)each of the executive officers named in the Summary
Compensation Table beginning on page 8, and (iv)all directors and executive
officers as a group.
Except as otherwise noted, the address of each person listed in the table is
c/o iGo Corporation, 9393 Gateway Drive, Reno, Nevada 89511. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. In computing the number of shares beneficially owned by a
person and the percentage of ownership of that person, shares of common stock
subject to options held by that person that are currently exercisable or
exercisable within 60 days of March 31, 2000 are deemed outstanding. Such
shares, however, are not deemed outstanding for the purposes of computing the
percentage of ownership of any other person. To our knowledge, except as
otherwise noted, the persons named in the table have sole voting and investment
power with respect to all shares of common stock shown as beneficially owned by
them, subject to community property laws where applicable.
The percent of beneficial ownership for each stockholder is based on
20,550,691 shares of common stock outstanding as of March 31, 2000. An "*"
indicates ownership of less than 1%.
<TABLE>
<CAPTION>
Number of Shares Percentage of Shares
Name and Address Beneficially Owned Outstanding
- ---------------- ------------------ --------------------
<S> <C> <C>
Ken Hawk (1)................................................................ 4,313,012 21.0%
Institutional Venture Partners (2).......................................... 3,303,150 16.1%
3000 Sand Hill Road, Bldg. 2, Ste. 290
Wand/Power Express Investments I L.P........................................ 3,147,000 15.3%
630 Fifth Avenue, Ste. 2435
John Mackall (3)............................................................ 1,300,140 6.3%
1332 Anacapa Street, Ste. 200
Darrell Boyle (4)........................................................... 159,672 *
David Callard (5)........................................................... 3,147,000 15.3%
630 Fifth Avenue, Ste. 2435
Peter Gotcher (6)........................................................... 257,642 1.3%
All directors and executive officers
as a group (7 persons) (7)............................................... 8,310,726 40.2%
</TABLE>
- -------------------
-5-
<PAGE>
(1) Includes 182,150 shares held by Mr. Hawk as Trustee of the Kenneth W.
Hawk Grantor Retained Annuity Trust Dated October 4, 1999. Excludes
236,794 shares held by Charles R. Wilmoth, Trustee of the Alexandra
Lauren Hawk Trust dated the 13th Day of September, 1999, over which
shares Mr. Hawk exercises no voting or dispository control.
(2) Represents 3,237,840 shares held by Institutional Venture Partners VIII,
L.P., 39,312 shares held by IVM Investment Fund VIII, LLC, 12,258 shares
held by IVM Investment Fund VIII-A, LLC and 27,240 shares held by IVP
Founders Fund I, L.P.
(3) Includes 62,640 shares held by Santa Barbara Bank & Trust as Trustee for
John R. Mackall SEPP-IRA over which Mr. Mackall exercises voting and
investment control.
(4) Represents shares held by Robert Darrell Boyle and Lauren Reeves Boyle,
or their successor(s), Trustees UTA dated August 26, 1994, as amended.
Includes 72,500 shares which as of March 31, 2000 remain subject to our
right of repurchase, which right lapses over time.
(5) Represents shares held by Wand/Power Express Investments I L.P. Mr.
Callard is a director of our company and the President of Wand (Power
Express) Inc., the general partner of Wand/Power Express Investments I
L.P. Mr. Callard disclaims beneficial ownership of shares held by this
entity, except for his proportional interest arising from his
partnership interest in such fund.
(6) Excludes all shares held by Institutional Venture Partners VIII, L.P.,
IVM Investment Fund VIII, LLC, IVM Investment Fund VIII-A, LLC and IVP
Founders Fund I, L.P. Mr. Gotcher is a venture partner of Institutional
Venture Partners and a director of our company. Mr. Gotcher exercises no
voting or dispository control over the holdings of such funds. Includes
92,760 shares which as of March 31, 2000 remain subject to our right of
repurchase, which right lapses over time.
(7) Includes shares described in footnotes 1, 4, 5 and 6. Also includes an
aggregate of 142,662 shares issuable upon exercise of an option held by
an executive officer exercisable within 60 days of March 31, 2000, all of
which shares were subject to our right of repurchase as of March 31,
2000, which right lapses over time.
-6-
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows the compensation received by (i) our Chief
Executive Officer, and (ii) the other most highly compensated executive officers
serving at the end of the fiscal year ended December 31, 1999 who received
combined salary and bonus in excess of $100,000 during fiscal 1999, and the
compensation received by each such individual for iGo's prior fiscal year.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
---------------------------------- -------------
Other
Annual All Other
Compen- Securities Compen-
Fiscal Salary Bonus sation Underlying sation
Name and Principal Position Year ($) ($) ($)(1) Options(#) ($) (2)
- --------------------------- ---- --- --- ------ ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Ken Hawk 1999 $190,000 $40,000 -- -- --
Chairman, President, Chief 1998 $150,000 $ 1,450 -- -- --
Executive Officer and Chief
Energizing Officer
Robert Bauer (3) 1999 $140,000 $54,500 -- 240,000 $7,800
Former Vice President, Sales and
Marketing
Lou Borrego (4) 1999 $110,000 $18,727 -- -- --
Former Vice President of 1998 $75,000 $12,028 -- 75,000 --
Operations
</TABLE>
- ----------------
(1) The value of perquisites or personal benefits is not included in the
amounts disclosed if, in the aggregate for any named individual, they did
not exceed the lesser of either $50,000 or ten percent of total salary and
bonus reported for such individual in the Summary Compensation Table.
Through our standard package of medical insurance, executive officers and
all other iGo employees have $15,000 in coverage amount of term life
insurance. Our insurance provider does not segregate amounts payable for
this life insurance coverage from our aggregate premiums for medical
coverage and, accordingly, we cannot attribute a specific dollar value to
any premiums associated with such life insurance coverage.
(2) Represents a housing allowance paid to Mr. Bauer during fiscal 1999.
(3) Mr. Bauer commenced employment with iGo on January 4, 1999 and resigned
from his position effective on December 30, 1999.
(4) Mr. Borrego resigned from his position with iGo effective on March 1,
2000.
-7-
<PAGE>
The following table sets forth information for the named executive
officers with respect to grants of options to purchase iGo common stock made
during the fiscal year ended December 31, 1999.
<TABLE>
STOCK OPTION GRANTS IN FISCAL 1999
<CAPTION>
Individual Grants (1)
----------------------------------------------------------
Potential
Realizable Value at
% of Total Assumed Annual
Number of Options Rates of Stock Price
Securities Granted to Appreciation for
Underlying Employees in Exercise 10-Year Option Term($)(3)
Options Fiscal Price Expiration --------------------------
Grantee Name Granted (#) Year (2) $/Sh. Date 5% 10%
- ------------ ----------- -------- ----- ---- --- -----
<S> <C> <C> <C> <C> <C> <C>
Ken Hawk................ -- -- -- -- -- --
Robert Bauer (4)........ 240,000 30.8% $0.20 01/04/09 $30,187 $76,500
Lou Borrego............. -- -- -- -- -- --
</TABLE>
- --------------
(1) Consists of a stock option granted pursuant to our stock option plan. The
listed option was fully exercisable when granted but subject to a
repurchase right held by iGo which lapses as the rate of 25% after on year
and 2.08% each month thereafter until it has completely lapsed after four
years so long as the optionee remains an employee with, consultant to or
director of iGo. The maximum term of each option granted is ten years from
the date of grant. The exercise price reflected is equal to the fair
market value of the stock as determined by the Board of Directors on the
date of grant and does not take into account subsequent accounting
adjustments made based upon deemed fair values determined in hindsight.
(2) Based on an aggregate of 780,324 options granted to employees of iGo
during the fiscal year ending December 31, 1999.
(3) These amounts represent certain assumed rates of appreciation for a given
exercise price only. Actual gains, if any, on stock option exercises and
common stock holdings are dependent on the future performance of the
common stock. Potential realizable values are (i) net of exercise price
before taxes, (ii) based on the assumption that our common stock
appreciates at the annual rate shown (compounded annually) from the date
of grant until the expiration of the ten-year option term and (iii) based
on the assumption that the option is exercised at the exercise price and
sold on the last day of its term at the appreciated price. These numbers
are calculated based on the requirements promulgated by the Securities and
Exchange Commission and do not reflect our estimate of future stock price
growth. As note above, the exercise price was based upon the Board's
determination of fair market value on the date of grant exclusive of any
subsequent accounting adjustments made based upon deemed fair values
determined in hindsight. Please note that the value actually realized will
be based upon the difference between the exercise price paid for the
shares and the price at which the shares are sold.
(4) Following his resignation, Mr. Bauer exercised his option as to 60,000
shares on February 10, 2000, on which date the fair market value of such
shares was $9.125 per share. His option was then terminated as to all
unexercised shares.
-8-
<PAGE>
The following table sets forth information for the named executive officers
with respect to exercises of options to purchase iGo common stock curing the
fiscal year ended December 31, 1999.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Shares Year-end at Fiscal Year-end ($)(1)
Acquired on Value (#)(Exercisable/ (Exercisable/
Name Exercise (#) Realized ($) Unexercisable) Unexercisable)
- -------------------- ------------ ------------ ----------------------- ---------------------
<S> <C> <C> <C> <C>
Ken Hawk -- -- -- / -- $0 / $0
Robert Bauer (2) -- -- 240,000 / 0 $2,127,00/ $0
Lou Borrego (3) 10,002 $154,586(4) 109,998 / 0 $980,299/ $0
- --------------
</TABLE>
(1) Represents the difference between the fair market value of the shares
underlying options at December 31, 1999 and the exercise price of such
options. The fair market value of iGo's common stock at the close of
business on December 31, 1999 was $9.0625 per share.
(2) Mr. Bauer's option was fully exercisable at fiscal year-end but subject to
certain repurchase rights held by iGo. In connection with his resignation,
he exercised his option as to 60,000 shares in February 2000, which iGo
waived its right to repurchase, and all other shares originally subject to
his option terminated and reverted to iGo's stock option plan reserve.
(3) Mr. Borrego's options were fully exercisable at fiscal year-end but subject
to certain repurchase rights held by iGo. He exercised his options fully in
January 2000, and in connection with his March 3, 2000 resignation, iGo
waived its right to repurchase all but 46,259 of Mr. Borrego's shares. All
repurchased shares reverted to iGo's stock option plan reserve.
(4) Represents the difference between Mr. Borrego's exercise price of $0.0445
per share and the fair market value of $15.50 on November 4, 1999, the date
of exercise. Please note that the value actually realized by Mr. Borrego
will be based upon the difference between his exercise price and the price
at which he sells the shares.
CHANGE OF CONTROL AGREEMENTS
We have entered into change of control agreements with our executive
officers and those non-employee directors who hold stock options. In the event
of a change of control (as defined in the agreements), the unvested portion of
any outstanding stock options issued to our non-employee directors and to Mick
Delargy, our Senior Vice President and Chief Financial Officer, will be
accelerated and our repurchase right, if any, applicable to any common stock
held by them will immediately lapse. With respect to all other executive
officers, in the event that their employment with us is terminated without cause
within twelve months following a change of control, one year of vesting on the
unvested portion of any outstanding stock options issued to such officers will
be accelerated, and a similar proportion of our repurchase right, if any,
applicable to any common stock held by them will immediately lapse.
The change of control agreements provide that if the acceleration of
vesting or lapse of any applicable repurchase option would cause the transaction
resulting in the change of control not to be eligible for accounting treatment
as a "pooling of interests," then any applicable vesting will not accelerate and
any applicable repurchase options will not lapse.
-9-
<PAGE>
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
Our certificate of incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for breach
of their fiduciary duties as directors, except liability for the following:
o any breach of their duty of loyalty to the corporation or its
stockholders;
o acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o unlawful payments of dividends or unlawful stock repurchases or
redemptions; or
o any transaction from which the director derived an improper personal
benefit.
This limitation of liability does not apply to liabilities arising under
the federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.
Our certificate of incorporation and bylaws provide that we shall indemnify
our directors and executive officers and may indemnify our other officers and
employees and other agents to the fullest extent permitted by law. We believe
that indemnification under our bylaws covers at least negligence and gross
negligence on the part of indemnified parties. Our bylaws also permit us to
secure insurance on behalf of any officer, director, employee or other agent for
any liability arising out of his or her actions in such capacity, regardless of
whether the bylaws would permit indemnification.
We have entered into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our bylaws. These
agreements, among other things, provide for indemnification of our directors and
executive officers for certain expenses, including attorneys' fees, judgments,
fines and settlement amounts incurred by any such person in any action or
proceeding, including any action by or in our rights, arising out of such
person's services as a director or executive officer to us, any of our
subsidiaries or any other company or enterprise to which the person provides
services at our request. We believe that these provisions and agreements are
necessary to attract and retain qualified persons as directors and executive
officers.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following is the report of the Compensation Committee of the Board of
Directors with respect to the compensation paid to our executive officers during
fiscal 1999. Actual compensation paid during fiscal 1999 to the named executive
officers is shown in the Summary Compensation Table.
COMPENSATION PHILOSOPHY
iGo operates in an extremely competitive and rapidly changing industry. We
believe that the compensation programs for our executive officers should be
designed to attract, motivate and retain talented executives responsible for the
success of the company and should be determined within a competitive framework
and based on the achievement of designated business objectives, individual
contribution, customer satisfaction and financial performance. Within this
overall philosophy, the Board's objectives are to:
o Provide a competitive total compensation package that takes into
consideration the compensation practices of companies with which the
Company competes for executive talent.
o Provide compensation opportunities that are linked to achievement of
financial, organization, management, and/or individual performance
goals.
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o Align the financial interests of executive officers with those of
stockholders by providing executives with an equity stake in the
Company.
The compensation program for the Company's executive officers consists of
the following components base salary, cash bonuses and equity incentives.
BASE SALARY
The Board of Directors approved the Compensation Committee's
recommendations of fiscal 1999 salaries for the Chief Executive Officer and
other executive officers of iGo. Base salaries were established by the
Compensation Committee based upon competitive compensation data, an executive's
job responsibilities, level of experience, individual performance and
contribution to the business. In making base salary decisions, the Committee
exercised its discretion and judgment based upon these factors. No specific
formula was applied to determine the weight of each factor. The Committee based
its recommendation of Mr. Hawk's salary on both his individual performance and
the salaries paid to chief executive officers of peer companies, taking into
account size and growth rate of the company, the industry, the individual's
experience level and the particular responsibilities of the position.
CASH BONUSES
Quarterly incentive bonuses for executive officers are intended to reflect
the Committee's belief that a significant portion of the compensation of each
executive officer should be contingent upon the individual contribution of each
executive officer as well as the overall performance of the company. To carry
out this philosophy, we have implemented a variable compensation bonus plan,
which compensates officers in the form of quarterly cash bonuses. During the
fiscal year, the executive officers were eligible for quarterly incentive
bonuses, calculated by the Committee as a percentage of the officers' base
salary. The Committee established target bonuses for each executive officer
based on a percentage of the officer's base salary. The target level of bonuses
that the executive officers were eligible to receive varied from 10% to 25% of
base salaries. The bonus plan is intended to motivate and reward executive
officers by directly linking the amount of any cash bonus to specific company,
team, individual and, in certain cases, product category-based performance
objectives.
The performance targets for each executive officer other than the Chief
Executive Officer are determined by officer and the Chief Executive Officer and
ratified by the Committee. The performance targets for the Chief Executive
Officer are determined by the Committee. The Chief Executive Officer evaluates
the performance of the other executive officers and determines their performance
rating based upon the results of his evaluation, which rating and resulting
bonus is then ratified by the Committee. The Committee establishes the Chief
Executive Officer's performance rating and resulting bonus, which is then
recommended to the full Board of Directors for approval.
The bonus received by Mr. Hawk during fiscal 1999 related principally to
performance during the prior fiscal year. Subsequent to the close of fiscal
1999, in recognizition of the company's performance during the year (which
included achieving gross revenue targets and completing our initial public
offering), the Committee recommended and Board approved a bonus in the full
target amount for Mr. Hawk.
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EQUITY INCENTIVES
The executive officers are provided with long-term incentive compensation
through grants of options to purchase iGo's common stock. The goal of the stock
option incentive program is to align the interests of executive officers with
those of our stockholders and to provide each executive officer with a
significant incentive to manage from the perspective of an owner with an equity
stake in the business. It is our belief that stock options directly motivate an
executive to maximize long-term stockholder value. The options also utilize
vesting periods, generally over four years, that encourage key executives to
continue in employ of iGo. The Board considers the grant of each option
subjectively, reviewing factors such as the individual performance, the
anticipated future contribution toward the attainment of our long-term strategic
performance goals and the number of unvested options held by each individual at
the time of the new grant. Stock options are generally granted upon the
commencement of an officer's employment with the company and then subsequently
at such times as the Board determines that additional incentive is warranted.
In fiscal 1999, no options were granted to Mr. Hawk because the Board
believed that his current equity position in excess of 20% of iGo's outstanding
common stock is sufficient to motivate him to maximize long-term stockholder
value.
SECTION 162(M)
iGo has considered the potential future effects of Section 162(m) of the
Internal Revenue Code on the compensation paid to our executive officers.
Section 162(m) disallows a tax deduction for any publicly held corporation for
individual compensation exceeding $1.0 million in any taxable year for any of
the named executive officers, unless compensation is performance-based. We have
adopted a policy that, where reasonably practicable, we will seek to qualify the
variable compensation paid to its executive officers for an exemption from the
deductibility limitations of Section 162(m).
RESPECTFULLY SUBMITTED BY:
DARRELL BOYLE
PETER GOTCHER
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PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return for
our common stock at December 31, 1999 since our initial public offering on
October 14, 1999 to the cumulative return over such period of (i) The Nasdaq
Stock Market - US Index and (ii) the Robertson Stephens ETAILDEX (and index of
leading electronic commerce merchants). The graph assumes that $100 was invested
on October 14, 1999 in iGo common stock and in each of the comparative indices,
and that any dividends were reinvested. The graph further assumes that such
amount was initially invested in iGo common stock at a price per share of
$14.0625, the closing price on October 14, 1999. The stock price performance on
the following graph is not necessarily indicative of future stock price
performance.
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN
[STOCK PRICE PERFORMANCE GRPAH]
<CAPTION>
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OCTOBER 14, 1999 OCTOBER 29, 1999 NOVEMBER 30, 1999 DECEMBER 31, 1999
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<S> <C> <C> <C> <C>
iGo Corporation $100.00 $104.00 $136.90 $64.34
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Nasdaq Stock Market (U.S.) $100.00 $113.00 $121.20 $168.00
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Robertson Stephens ETAILDEX $100.00 $91.50 $106.50 $83.60
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</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since January 1, 1999, there has not been, nor is there currently proposed,
any transaction or series of similar transactions to which we were or are to be
a party in which the amount involved exceeds $60,000, and in which any director,
executive officer, holder of more than 5% of our common stock or any member of
the immediate family of any of these people had or will have a direct or
indirect material interest other than compensation agreements and other
arrangements, which are described elsewhere in this Proxy Statement and the
transactions described below.
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On July 30, 1999, we sold an aggregate of 850,572 shares of Series C
preferred stock at a price per share of $6.82 to a group of private investors
that included the following directors and 5% stockholders:
SHARES OF
SERIES C
PURCHASER PREFERRED STOCK
--------- ---------------
Institutional Venture Partners VIII, L.P............... 568,608
IVM Investment Fund VIII, LLC.......................... 10,716
Peter Gotcher.......................................... 7,332
Darrell Boyle.......................................... 14,670
John Mackall........................................... 26,400
Institutional Venture Partners VIII, L.P., IVM Investment Fund VIII, LLC,
IVM Investment Fund VIII-A, LLC and IVP Founders Fund I, L.P. are affiliated
entities and together are considered a greater than 5% stockholder. Peter
Gotcher, one of our directors, is a venture partner of Institutional Venture
Partners but does not have voting or dispository control over the shares held by
the Institutional Venture Partners' entities. All shares of outstanding
preferred stock were automatically converted into an identical number of shares
of common stock upon the consummation of our initial public offering in October
1999.
On July 16, 1999, we granted an option to purchase up to 142,662 shares of
our common stock at an exercise price of $3.97 to Mick Delargy, our Senior Vice
President, Finance and Business Development and Chief Financial Officer. In
addition, on the same date we granted an option to purchase up to 60,000 shares
of our common stock at an exercise price of $3.97 per share to Darrell Boyle,
one of our non-employee directors. On August 30, 1999, we granted an option to
purchase up to 142,662 shares of our common stock at an exercise price of $5.49
per share to Ken Stockman, then our Vice President and General Manager,
E-Commerce. These options have a term of 10 years and may be exercised in whole
or in part at any time. However, any shares purchased upon exercise of the
options will be subject to a right of repurchase held by us in the event that
the individual's relationship with us terminates prior to the lapse of our
repurchase right. Our repurchase right on these shares will lapse ratably over a
four-year period from approximately the date of grant. Mr. Stockman's option
terminated unexercised upon the termination of his employment with iGo in March
2000.
On January 4, 1999, we granted an option to purchase up to 240,000 shares
of our common stock at an exercise price of $0.20 per share to Robert Bauer,
then our Vice President, Sales and Marketing. This option had a term of 10 years
and was exercisable in whole or in part at any time. However, any shares
purchased upon exercise of the option were subject to a right of repurchase held
by us in the event that the Mr. Bauer's relationship with us terminated prior to
the lapse of our repurchase right. In connection with his resignation on
December 30, 1999, we entered into a Settlement Agreement and Mutual Release
with Mr. Bauer pursuant to which he exercised 60,000 shares of this option and
we declined to exercise our repurchase rights as to such shares. On the date of
his resignation, the shares as to which we waived our repurchase rights had an
aggregate fair market value in excess of his exercise price of $528,000. All
other shares originally subject to Mr. Bauer's option have reverted to our stock
option plan reserve. Also under the Settlement Agreement, we agreed to pay Mr.
Bauer a lump sum payment of $70,000 less applicable withholdings, to continue
his health insurance coverage for a approximately six months following his
resignation and to reimburse certain relocation costs.
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<PAGE>
On June 1, 1999, we granted an option to purchase up to 52,250 shares of
our common stock at an exercise price of $0.83 per share to Joe Bergeon, then
our Chief Technology Officer. This option had a term of 10 years and was
exercisable in whole or in part at any time. However, any shares purchased upon
exercise of the option were subject to a right of repurchase held by us in the
event that the Mr. Bergeon's relationship with us terminated prior to the lapse
of our repurchase right. In connection with his resignation on February 29,
2000, we entered into a Settlement Agreement and Mutual Release with Mr. Bergeon
pursuant to which he would have the right to exercise and retain 13,125 shares
this option and we would decline to exercise our repurchase rights as to such
shares. On the date of his resignation, the shares as to which we waived our
repurchase rights had an aggregate fair market value in excess of his exercise
price of $107,188. All other shares originally subject to Mr. Bergeon's option
have reverted to our stock option plan reserve. Also under the Settlement
Agreement, we agreed that for a period of approximately three months following
his resignation we would continue to pay Mr. Bergeon's base salary and provide
health insurance coverage.
In connection with his resignation on March 1, 2000, we entered into a
Resignation Agreement with Lou Borrego, our former Vice President of Operations,
pursuant to which we waived our repurchase rights as to all but 46,259 shares
acquired by Mr. Borrego upon exercise of stock options. These shares were
repurchased for an aggregate of $6,919 have reverted to our stock option plan
reserve. On the date of his resignation, the shares as to which we waived our
repurchase rights had an aggregate fair market value in excess of his exercise
price of $124,164. Also under the Resignation Agreement, we agreed to pay Mr.
Borrego a lump sum payment of $27,500 less applicable withholdings.
On January 4, 2000, we acquired CAW Products, Inc., d.b.a. Cellular
Accessory Wherehouse, in a transaction in which Tom deJong, a principal
shareholder of Cellular Accessory Wherehouse, received approximately $74,325 in
cash and 21,678 shares of our common stock. Mr. deJong was subsequently elected
to serve as iGo's Vice President, Channel Sales. In connection with the
acquisition, a wholly owned subsidiary of ours entered into an Employment
Agreement with Mr. deJong. The agreement has a term of two years, extendable to
three years upon satisfaction of certain revenue requirements by the Cellular
Accessory Wherehouse business in the twelve-month periods ending September 30,
2000 and 2001, respectively. Mr. deJong is entitled to a base salary of $138,000
and a minimum cash bonus of $5,000 per quarter during the first two years of the
Agreement. He is eligible for additional cash bonuses based upon the attainment
of certain gross margin targets by the Cellular Accessory Wherehouse business as
well as Mr. deJong's establishment of new original equipment manufacturer
relationships. Upon the commencement of his employment, Mr. deJong was granted
an option to purchase 60,000 shares of our common stock at an exercise price of
$7.5625 per share, which option becomes exercisable over a four-year period. The
agreement provides that in the event that we terminate him without "cause" or
induce him to resign "for good reason" (as both terms are described in the
agreement), Mr. deJong will be entitled to receive salary continuation through
the remainder of the original term of the agreement, subject to his continued
compliance with the terms of various agreements with iGo. The agreement also
provides for the reimbursement of certain relocation expenses incurred in
connection with Mr. deJong's relocation to our Reno headquarters.
On January 11, 2000, we acquired AR Industries, Inc., d.b.a. Road Warrior
International, in a transaction in which Rod Hosilyk, a principal shareholder of
Road Warrior International, received approximately $477,570 in cash and 177,760
shares of our common stock (inclusive of shares held in escrow on his behalf to
secure certain indemnification obligations). Mr. Hosilyk was subsequently
elected to serve as iGo's Vice President, Operations. In connection with the
acquisition, a wholly owned subsidiary of ours entered into an Employment
Agreement with Mr. Hosilyk. The agreement has a term of two years, subject to
our right to extent the term to three years. Mr. Hosilyk is entitled to a base
salary of $150,000 and eligible to participate in our incentive bonus program up
to an aggregate bonus equal to 20% of his base salary per year. Upon the
commencement of his employment, Mr. Hosilyk was granted an option to purchase
75,000 shares of our common stock at an exercise price of $7.00 per share, which
option becomes exercisable over a four-year period. The agreement provides that
in the event that we terminate him without "cause" (as that term is described in
the agreement), he will be entitled to receive salary continuation through the
remainder of the original term of the agreement, subject to his continued
compliance with the terms of various agreements with iGo. The agreement also
provides for the reimbursement of certain relocation expenses incurred in
connection with Mr. Hosilyk's relocation to our Reno headquarters. Mr. Hosilyk
is indebted to Road Warrior International (and, as a result of our ownership of
Road Warrior following the acquisition, iGo) in the amount of approximately
$140,000. This debt is due and payable on demand and bears no specified rate of
interest.
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We have entered into indemnification agreements with each of our directors
and officers. Such indemnification agreements will require us to indemnify our
directors and officers to the fullest extent permitted by Delaware law.
We believe that all the transactions set forth above were made on terms no
less favorable to us than could have been obtained from unaffiliated third
parties. All future transactions, including any loans from our company to our
officers, directors, principal stockholders or affiliates, will be approved by a
majority of the Board of Directors, including a majority of the independent and
disinterested members of the Board of Directors or, if required by law, a
majority of disinterested stockholders, and will be on terms no less favorable
to our company than could be obtained from unaffiliated third parties.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, our directors, executive
officers, and any persons holding more than ten percent of our common stock are
required to report their initial ownership of iGo's common stock and any
subsequent changes in that ownership to the Securities and Exchange Commission
("SEC"). Specific filing deadlines of these reports have been established and we
are required to disclose in this Proxy Statement any failure to file by these
dates during the fiscal year ended December 31, 1999. To the best of our
knowledge, all of the filing requirements have been satisfied except that Mr.
Borrego was late in filing a Form 4 to reflect his November 1999 stock option
exercise. In making these statements, we have relied solely on written
representations of our directors and executive officers and any ten percent
holders and copies of the reports that they filed with the SEC.
OTHER MATTERS
We know of no other matters to be submitted to the meeting. If any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed form of proxy to vote the shares they represent as the
Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
Mick Delargy, SECRETARY
Dated: April 21, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
IGO CORPORATION
2000 ANNUAL MEETING OF SHAREHOLDERS
The undersigned stockholder of iGo Corporation, a Delaware corporation,
P hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated April 24, 2000, and hereby
R appoints Ken Hawk and Mick Delargy, or either of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf
O and in the name of the undersigned, to represent the undersigned at the
2000 Annual Meeting of Stockholders of iGo Corporation to be held on
X June 1, 2000, at 2:00 p.m., local time, at Residence Inn by Marriott
located at 9845 Gateway Drive, Reno, Nevada 89511, and at any
Y adjournment(s) thereof, and to vote all shares of Common Stock which
the undersigned would be entitled to vote if then and there personally
present, on the matters set forth on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE
REVERSE
SIDE
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<PAGE>
[X] Please mark votes as in this example.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR RATIFICATION OF THE APPOINTMENT
OF THE COMPANY'S INDEPENDENT AUDITORS, AND AS SAID PROXIES DEEM ADVISABLE ON
SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING AND ANY ADJOURNMENT(S)
THEREOF.
<TABLE>
<CAPTION>
1. ELECTION OF DIRECTORS 2. RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS
NOMINEES: Ken Hawk, Darrell Boyle,
David Callard, Peter Gotcher
<S> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
[ ]______________________________________
For all nominees except as noted above
Signature:_______________________________ Date:_____________
Signature:_______________________________ Date:_____________
(This Proxy should be marked, dated, signed by the stockholder(s)
exactly as his or her name appears hereon, and returned promptly
in the enclosed envelope. Persons signing in a fiduciary capacity
should so indicate. If shares are held by joint tenants or as
community property, both should sign.)
</TABLE>
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