UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14f-1
Under the Securities Exchange Act of 1934
International Cosmetics Marketing Co.
(Exact name of registrant as specified in its corporate charter)
Commission File No.
0-27833
-------------------
Florida 65-0598868
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State of Incorporation (IRS Employer Identification No.)
6501N.W. Park of Commerce Blvd, Suite 205
Boca Raton, Florida 33487
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(Address of principal executive offices)
(561) 999-8878
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(Registrant's telephone number, including area code)
December 1, 2000
<PAGE>
INTERNATIONAL COSMETICS MARKETING CO.
Schedule 14f-1
INTRODUCTION
This Information Statement is being furnished pursuant to Section 14(f)
of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1
thereunder, in connection with a proposed change in the membership of the Board
of Directors of International Cosmetics Marketing Co. The date of this
Information Statement is December 1, 2000.
On September 27, 2000, we entered into a Stock Purchase Agreement with
Nico P. Pronk pursuant to which Mr. Pronk purchased 200,000 shares of our Series
A Convertible Preferred Stock (the "Preferred Stock") for an aggregate purchase
price of $500,000.00. Each share of Preferred Stock entitles Mr. Pronk to 75
votes for each vote per share of our common stock on all matters submitted to
our shareholders for a vote which means that Mr. Pronk has the ability to
control the outcome of all matters submitted to our shareholders for a vote.
As a result of the transaction with Mr. Pronk, our board of directors
decided it would be in our best interest to fill vacancies on our board of
directors by appointing Mr. Pronk and Menderes Akdag, our new Chief Executive
Officer, as additional directors. The addition of Mr. Pronk and Mr. Akdag to our
board of directors is intended to occur at the next meeting of our board of
directors, but no earlier than ten (10) days after the date on which this
information statement is filed with the Securities and Exchange Commission (the
"SEC") and mailed to all holders of record of our voting securities as required
by Rule 14f-1 of the Exchange Act.
This information statement is being mailed to shareholders of record as
of December 1, 2000 and filed with the Commission on December 1, 2000.
NO ACTION IS REQUIRED BY OUR SHAREHOLDERS IN CONNECTION WITH THE APPOINTMENT OF
ANY DIRECTOR OR EXECUTIVE OFFICER.
VOTING SECURITIES
As of November 15, 2000, there were 4,785,630 shares of our common
stock outstanding. Each share of common stock entitles the holder thereof to one
vote on each matter submitted to our shareholders for a vote. In addition, there
are currently outstanding 221,458 shares of our Preferred Stock, which are
currently convertible into 221,458 shares of our common stock at the option of
each holder of Preferred Stock. The holders of Preferred Stock are entitled to
75 votes per share of Preferred Stock for each vote per share of our common
stock.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the close of business on November 15,
2000, the name, address and number of shares of each person known by us to be
the beneficial owner of more than five percent of our common stock and Preferred
Stock; and the number of shares of our common stock owned by each officer and
director, and all officers and directors as a group, together with their
respective percentage holdings of such shares. Unless otherwise indicated, the
address for each person is 6501 N.W. Park of Commerce Boulevard, Suite 205, Boca
Raton, Florida 33487.
<TABLE>
<CAPTION>
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Number of Shares Beneficially Owned Percent of Class
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<S> <C> <C> <C> <C>
Name and address of Beneficial owners(1) Common Preferred Common Preferred
----------------------------------------------------------------------------------------------------------------------
Stephanie McAnly (2) 66,666 - 1.4% -
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Sonny Spoden (3) 50,000 - 1.0% -
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Menderes Akdag (4) - - - -
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Nico Pronk, Sr. (5) 400,000 - 8.4% -
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Beverly Sassoon International, LLC (6) 900,000 - 18.8% -
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Nico P. Pronk (7) 391,875 200,000 8.2% 90.3%
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Noble International Investments, Inc. (8) 267,000 - 5.2% -
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Atlas Partners - 16,000 - 7.2%
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Executive Officers and
Directors as a group (3 people) 116,666 - 2.4% -
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</TABLE>
(1) Pursuant to Rule 13d-3 under the Exchange Act, beneficial ownership of a
security consists of sole or shared voting power (including the power to vote or
direct the voting) and/or sole or shared investment power (including the power
to dispose or direct the disposition) with respect to a security whether through
a contract, arrangement, understanding, relationship or otherwise. Unless
otherwise indicated, each person indicated has sole power to vote, or dispose or
direct the disposition of all shares beneficially owned, subject to applicable
unity property laws.
(2) Stephanie McAnly is our President and a member of our board of directors.
Includes 66,666 shares issuable upon exercise of options granted under our 1997
Stock Option Plan exercisable for five (5) years at an exercise price of $2.50
per share. Does not include 133,334 shares issuable upon exercise of options
which vest at a rate of 83,334 options on August 19, 2001, and 50,000 options on
June 30, 2002 under our 1997 Stock Option Plan which options will be exercisable
for five (5) years at an exercise price equal to $2.50 per share upon vesting.
(3) Sonny Spoden is our Chief Financial Officer and a member of our board of
directors. Includes 50,000 shares issuable upon exercise of options granted
under our 1997 Stock Option Plan exercisable for five (5) years at an exercise
price of $2.50 per share. Does not include 25,000 shares issuable upon exercise
of options which vest at a rate of 25,000 options on August 19, 2001 under our
1997 Stock Option Plan which options will be exercisable for five (5) years at
an exercise price equal to $2.50 per share upon vesting. Does not include 60,000
shares under options which may be granted and exercisable for five years at an
exercise price equal to the then fair market value of the stock at the date of
the grant upon vesting 30,000 shares on August 19, 2001 and 30,000 shares on
August 19, 2002.
(4) Mr. Menderes Akdag is our Chief Executive Officer and is intended to become
a member of our board of directors at the next meeting of our board of
directors. Excludes 400,000 shares issuable upon exercise of options granted
from Beverly Sassoon, Elan Sassoon and/or Capital Distributors, LLC which vest
at a rate of 100,000 shares on November 15, 2000 exercisable on August 19, 2001,
and the remaining 300,000 shares vesting and exercisable in three equal
installments on the first, second and third anniversaries of November 15, 2000,
at an exercise price of $1.50 per share.
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<PAGE>
(5) Includes 21,000 shares issuable upon conversion of a convertible debenture
of $105,000. Mr. Pronk's address is Mr. Nico Pronk, Sr., c/o 1801 Clint Moore
Road, Suite 110, Boca Raton, Florida 33487. Nico Pronk, Sr. is the father of
Nico P. Pronk.
(6) Includes 318,463 shares of common stock subject to the satisfaction of
certain debt obligations of Beverly Sassoon International, L.L.C. Beverly
Sassoon International, L.L.C. is a Florida limited liability company whose
principal place of business is P.O. Box 267145, Weston, FL 33326-7145. Beverly
Sassoon, Elan Sassoon and Paul Lambert are the managing members and control
persons of Beverly Sassoon International, LLC. Does not include options to
purchase 4,850,000 shares of our common stock, issued on August 19, 1999 to the
following individuals and entity:
Holder No. of Shares Underlying Option
------ -------------------------------
Beverly Sassoon (a) 2,250,000
Elan Sassoon (a) 2,000,000
Capitol Distribution, LLC (a)(b) 600,000
(a) Includes 200,000 shares subject to cancellation under an Amended
Indemnification Agreement between Beverly Sassoon, Elan Sassoon,
Capital Distributors, LLC and the Company.
(b) Capitol Distribution, LLC is a Florida limited liability company
controlled by Beverly Sassoon and Elan Sassoon. Includes (1)
400,000 shares issuable upon exercise of options granted to Mr.
Akdag, our Chief Executive Officer, which vest at a rate of
100,000 shares on November 15, 2000 and exercisable on August 19,
2001, and the remaining 300,000 shares vesting and exercisable in
three equal installments on the first, second and third
anniversaries of November 15, 2000, at an exercise price of $1.50
per share; and (2) 150,000 shares issuable upon exercise of
options granted to certain employees which vest and are
exercisable in three equal installments on the first, second and
third anniversaries of November 15, 2000, at an exercise price of
$1.50 per share.
(7) Mr. Pronk is intended to become a member of our board of directors at the
next meeting of our board of directors. Includes (i) 200,000 shares issuable
upon conversion of 200,000 shares of the Preferred Stock; and (ii) 17,000 shares
of our common stock owned by Noble International Investments, Inc., a
corporation controlled by Mr. Pronk. Does not include 250,000 shares of our
common stock issuable to Noble International Investments, Inc. upon the exercise
of warrants at an exercise price of $2.50 per share. Mr. Pronk's address is Mr.
Nico P. Pronk, c/o Noble International Investments, Inc., 1801 Clint Moore Road,
Suite 110, Boca Raton, Florida 33487.
(8) Includes 250,000 shares issuable upon exercise of warrants at an exercise
price of $2.50 per share. Noble International Investments, Inc. address is 1801
Clint Moore Road, Suite 110, Boca Raton, Florida 33487. Nico P. Pronk is a
principal of Noble International Investments, Inc.
CHANGE OF CONTROL
The sale of our Preferred Stock to Mr. Pronk constituted a change of
control. The following summaries of our Preferred Stock and of agreements that
we have entered into are summaries and are qualified in their entirety by
references to the agreements and Certificate of Designation of our Preferred
Stock which we filed as exhibits to our Current Report on Form 8-K filed with
the SEC on October 6, 2000. You are urged to review the full text of those
documents in their entirety.
Stock Purchase Agreement
On September 27, 2000, we entered into the Stock Purchase Agreement
with Mr. Pronk pursuant to which Mr. Pronk purchased 200,000 shares of our
Preferred Stock at a price of $2.50 per share for total consideration of
$500,000. The Stock Purchase Agreement also obligates us to register the shares
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<PAGE>
of our common stock issuable upon conversion of the Preferred Stock with the SEC
at the request of Mr. Pronk, or in the alternative, include the shares of common
stock issuable upon conversion of the Preferred Stock in any other registration
statement we may file with the SEC Commission.
Preferred Stock
Each share of Preferred Stock entitles Mr. Pronk to 75 votes for each
vote per share of our common stock on all matters submitted to the holders of
our common stock for a vote which gives Mr. Pronk voting power in excess of 70%
of our issued and outstanding common stock and gives Mr. Pronk the ability to
control the outcome of all matters submitted to our shareholders for a vote.
Shares of the Preferred Stock are convertible into shares of our common stock at
$2.50 per share, subject to adjustment in certain circumstances. We may redeem
any shares of the Preferred Stock that are not converted before September 30,
2005, at a price of $7.50 per share. In the event of a liquidation, dissolution
or winding up of the company, Mr. Pronk is entitled to receive a liquidation
preference of $2.50 per share of Preferred Stock he owns prior to any
distributions to the holders of our common stock.
The Preferred Stock also prevents us from taking any of the following
actions without receiving the written approval of Mr. Pronk: (i) selling,
conveying, or otherwise disposing of or encumbering all or substantially all of
our property or business or merging our business into or consolidating with any
other corporation (other than a wholly-owned subsidiary corporation); (ii)
effecting any transaction or series of related transactions in which more than
fifty percent (50%) of the voting power of our company is transferred or
disposed of; (iii) altering or changing the rights, preferences or privileges of
the Preferred Stock; (iv) increasing or decreasing the total number of
authorized shares of Preferred Stock; (v) authorizing or issuing, or obligating
our company to issue, any other equity security, including any other security
convertible into or exercisable for any equity security having rights,
preferences or privileges over, or being on a parity with or similar to, the
Preferred Stock; (vi) redeeming, purchasing or otherwise acquiring (or paying
into or setting aside for a sinking fund for such purpose) any of our
securities; (vii) amending our Articles of Incorporation or bylaws; (viii)
changing the authorized number of directors we may have; (ix) declaring,
ordering or paying any dividends on any class of securities; (x) adjusting the
salary of our executive officers, directors, executive level independent
contractors and key employees; (xi) making any capital expenditures in excess of
$15,000; (xii) issuing new shares of our capital stock; (xiii) entering into or
approving any agreement or contract for the purchase of goods, services or other
items between us and any of our shareholders or a member of a shareholder's
immediate family; or (xiv) making any commission payment to any independent
business associate in excess of $15,000.
Changes to the Board of Directors
Our bylaws state that our board of directors may consist of no less
than two but no more than five directors. Since our board of directors currently
consists of only two members, the addition of Mr. Pronk and Mr. Akdag to our
board will be viewed as filling vacancies on our board and therefore does not
require the vote of our shareholders. Mr. Akdag and Mr. Pronk will become
directors at the next meeting of the board of directors and will join Stephanie
McAnly and Sonny Spoden on our board of directors. The appointment of Mr. Pronk
and Mr. Akdag to our board of directors cannot take place until at least ten
days after this information statement is filed with the SEC and mailed to our
shareholders. Mr. Akdag became our Chief Executive Officer on November 15, 2000.
LEGAL PROCEEDINGS
On November 7, 2000, a complaint was filed against us and other
defendants in the Superior Court of the State of California for the County of
Santa Barbara (Case No. 01037203 - Ann Pennock Marshall v. Beverly Sassoon
International, LLC; Beverly Sassoon & Company; Beverly Sassoon, individually;
Paul Lambert; and Michelle Spitz). The complaint alleges that Beverly Sassoon
International, LLC ("BSI") and other defendants involved with BSI fraudulently
induced an elderly investor to invest money in BSI when BSI never intended to
pay the money invested back. The complaint alleges breach of contract, fraud,
financial abuse of an elderly adult and conspiracy. The complaint alleges that
we are the successor in interest to BSI and are therefore liable to the
Plaintiff.
5
<PAGE>
We intend to vigorously contest our involvement and liability in this
lawsuit and will seek dismissal from the lawsuit.
DIRECTORS AND EXECUTIVE OFFICERS
As described above, at the next meeting of our board of directors, Mr.
Pronk and Mr. Akdag will be appointed to our board of directors at the next
meeting of our board of directors. The following information relates to the
current members of our board of directors and Messrs. Pronk and Akdag:
Name Age Position
---- --- --------
Stephanie McAnly 57 Director and President
Sonny Spoden 55 Director and Chief Financial Officer
Menderes Akdag 39 Proposed Director and Chief Executive Officer
Nico P. Pronk 35 Proposed Director
Ms. McAnly has been President and a Director since August 1999. From
July 1998 through August 1999, Ms. McAnly held the position of Director of
Marketing and Training for 1-800-PARTYSHop, Inc., a multilevel marketing company
offering theme party supplies, gifts and accessories. She developed and
implemented the 1-800-PARTYSHop, Inc. national training program, wrote the
policy and training manuals and served as a seminar instructor nationwide. She
was a Master IBA and Corporate Trainer from April 1998 to July 1998 for Premier
Plus, Inc., a multilevel marketing company promoting telecommunications
products, travel packages and golf equipment. And previously, for the period of
October 1995 to April 1998, Ms. McAnly was the Top Money Earner and Corporate
Trainer for Strategic Telecom Systems, Inc., a multilevel marketing company
promoting telecommunications products. She also served on the Strategic Telecom
President's Advisory Board. From June 1985 through April 1996, Ms. McAnly was
President of the corporation, The Bear Facts, Inc., a childcare center and
preschool educational facility in Desoto County, Florida. Ms. McAnly holds both
a B.A. in English from the University of Florida and a B.A. in education from
the University of South Florida. On August 19, 1999, the Company entered into a
three-year employment contract with Ms. McAnly.
Mr. Spoden has been Chief Financial Officer and a Director since August
1999. From January 1996 until May 1999, Mr. Spoden was Chief Financial Officer
of Easy Access International, Inc., a publicly-owned holding company with
subsidiaries engaged in the development, marketing, and distribution of
telecommunication products and services. From 1993 until January 1996, Mr.
Spoden was an independent business and financial advisor in Boca Raton, Florida.
From 1969 until 1993, Mr. Spoden was employed by Ernst & Young LLP, and was a
general partner and an accounting and auditing partner for the period 1982 to
1993. During his career with Ernst & Young LLP, Mr. Spoden was based in the
Baltimore, Maryland office and the National office in New York City (1978 to
1980 and 1988 to 1993). Mr. Spoden received a B. S. with high honors, and a
major in finance, from the University of Maryland in 1969, and has been licensed
as a Certified Public Accountant. For the period 1963 to 1967, Mr. Spoden served
in the U. S. Navy, primarily with the Naval Security Group in Washington, D.C.
On August 19, 1999, the Company entered into a three-year employment contract
with Mr. Spoden.
Mr. Akdag became our Chief Executive Officer on November 15, 2000. Mr.
Akdag served as the President of Lens Express, Inc. between May 1996 and August
2000. Lens express, Inc. was a wholly owned subsidiary of Summit Technology,
Inc. (Nasdaq symbol "BEAM") from May 1996 to June 2000. Mr. Akdag served as the
Chief Executive officer and a member of the Board of Directors of Lens Express,
Inc. between August 1992 and May 1996. Mr. Akdag served as the Chief Financial
Officer and a member of the Board of Directors of Lens Express, Inc. between May
1991 and August 1992. Mr. Akdag holds a Bachelor of Science degree in Business
Administration with a major in finance from the University of Florida where he
graduated with high honors. On November 15, 2000, the Company entered into a
three year employment contract with Mr. Akdag.
6
<PAGE>
Nico P. Pronk has served as President, a director and fifty percent
shareholder of Noble International Investments, Inc., a broker / dealer
registered with the National Association of Securities Dealers since 1995. In
1997, Mr. Pronk founded and serves as President, a director and fifty percent
shareholder of Noble Capital Management, Inc. an investment advisor registered
with the SEC. Mr. Pronk is a native of Amsterdam, The Netherlands. Mr. Pronk is
a graduate of the Dutch Institute for Banking and Finance. He holds NASD Series
7, 24, 27, 63, 53, and 4 Licenses. He is a member of, and serves on the board of
directors of, the Regional Investment Bankers Association (RIBA) and the
Securities Traders Association of Florida (STAF).
There are no family relationship between any of the executive officers
and directors. Each director is elected at our annual meeting of shareholders
and holds office until the next annual meeting of our shareholders, or until his
or her successor is elected and qualified.
CERTAIN RELATED TRANSACTIONS AND RELATIONSHIPS
Exclusive License Agreement - On August 19, 1999, the Company entered
into an Exclusive License Agreement with Beverly Sassoon International, LLC,
Beverly Sassoon, and Elan Sassoon which provided the Company the exclusive
rights to (1) manufacture, market and distribute the line of skin care products
and cosmetics which Beverly Sassoon International, LLC, had previously
developed; (2) utilize Ms. Sassoon's name and likeness in connection with the
manufacture, marketing, promotion and sale of certain of the Company's products;
(3) utilize Mr. Sassoon's name and likeness in connection with the manufacture,
marketing, promotion and sale of certain of the Company's products; (4)
manufacture, market and distribute certain skin care products, pet care products
and slimming products developed by Beverly Sassoon International, LLC. The term
of this Exclusive License Agreement is 99 years, with a 99-year renewal at the
Company's option. Through Beverly Sassoon International, LLC, Ms. Sassoon and
Mr. Sassoon will also consult with the Company in the areas of product
development and marketing, and the Company will utilize their names and/or
likenesses in promoting certain of its products and in the development of
certain of its brands. The consideration for the rights the Company received
under this Exclusive License Agreement included: aggregate cash payment to
Beverly Sassoon International, LLC of up to $200,000; issuance of 900,000 shares
of the Company's Common Stock to Beverly Sassoon International, LLC.; and the
future payment of royalties to Beverly Sassoon International, L.C.C. equal to
the greater of 2% of gross revenues from the sales of any of the Company's
products which are marketed or distributed subject to the terms of the Exclusive
License Agreement, or $25,000 per month.
On October 13, 2000, the Exclusive License Agreement with Beverly
Sassoon, Elan Sassoon and Beverly Sassoon International, LLC, was modified to
have the royalty terminate August 19, 2001. The royalty payment was also
modified to equal the greater of 2% of gross revenues as defined in the
Exclusive License Agreement or $22,750 per month starting October 2000 until
such time as we report positive net cash flow from operating activities for
three consecutive months. Subsequent to June 30, 2000, the options were modified
to be cashless exercisable options and to be exercisable in whole or in part
through August 19, 2019. We are continuing to negotiate and modify the royalty
payment formula in the Exclusive License Agreement.
Indemnification Agreement - On November 15, 2000, we amended an Indemnification
Agreement with Beverly Sassoon, Elan Sassoon, and Capitol Distribution, LLC
whereby we may at our sole discretion under certain circumstances elect to
cancel options to purchase up to 200,000 shares of our common stock.
Commissions - Commissions of $95,585 were earned by certain of our business
associates who are immediate family members of our president for the fiscal year
ended June 30, 2000.
Financial advisory and investment banking services - On October 13 2000, the
Company entered into a consulting agreement for financial advisory and
investment banking services with Noble International Investments, Inc. Mr. Pronk
and other principals of Noble are shareholders of the company. The agreement
provides a monthly consulting fee of $10,000 plus five-year cashless exercise
warrants to purchase 250,000 shares of our common stock at an exercise price of
$2.50 (subject to adjustment in certain events) for which the broker dealer will
have registration rights with respect to the common stock underlying the
warrants. Additionally, the agreement provides for payment of a transaction fee
equal to 1) 5% of the consideration up to $3,000,000, plus 2) 3% of the
consideration from and including $3,000,000 up to $5,000,000, plus 3) 1% of the
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consideration including and in excess of $5,000,000 for any merger, acquisition,
strategic partner relationship, etc. In addition to the consulting fee and
transaction fee, the agreement provides for payment of an alternate transaction
fee, subject to a minimum of $25,000, for any joint venture, marketing
agreement, licensing agreement, strategic partner agreement, etc., and 1) in
connection with any equity securities financing in a public offering, a fee to
be agreed upon by us and Noble; 2) in connection with any equity securities
financing in a private placement, a) a cash fee equal to 10% of the gross
proceeds raised, plus b) a non-accountable expense fee equal to 3% of the
offering price of the securities sold, plus c) Noble has the right to purchase,
for $.01 each, "cashless exercise" warrants to purchase common stock equal to
10% of the number of shares of common stock sold in equity securities financing.
The warrants will have a term of five years and have an exercise price of 100%
of the per share price (or conversion price of the securities, if applicable) at
which the investors invested in connection with the equity securities financing
and will be transferable to Noble's employees and affiliates. Noble shall also
be granted registration rights with respect to the common stock underlying such
warrants which will include at least one demand registration right at our cost
and an unlimited number of piggyback registration rights; 3) in connection with
any debt securities financing, such amount as we shall agree with Noble; 4) in
connection with any bank financing that is consummated prior to termination of
this agreement in which Noble acts as arranger, we shall pay Noble aggregate
arrangement fees in an amount to be agreed upon, payable on the date of
execution of definitive documentation with respect thereto, which fee shall be
in addition to any fee payable to any affiliate of Noble that may act as agent
or a member of a lending syndicate or otherwise as a participant in any such
bank financing.
The term of this agreement is for the three years ending October 12,
2003 and is renewable by mutual consent. This agreement may not be terminated by
either party during the first 12 months. If within the first 12 months, we
complete a financing as a result of which it receives gross proceeds of
$1,000,000 or more (the "Initial Financing"), we may not terminate this
agreement prior to the expiration of the term. If we do not complete the Initial
Financing, either party may terminate this agreement by giving the other party
at least thirty (30) days prior written notice of such termination, at which
time we shall pay the Noble all fees earned and all reasonable expenses
incurred. The agreement provides that we agree to retain Noble on an exclusive
basis in connection with a possible transaction, alternate transaction or
financing for the term of the agreement.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than ten (10%)
percent of our outstanding common stock, to file with the SEC initial reports of
ownership on Form 3 and reports of changes in ownership of our common stock on
Forms 4 or 5. Such persons are required by SEC regulation to furnish us with
copies of all such reports they file.
Based solely on its review of the copies of such reports furnished to
us or written representations that no other reports were required, we believe
that all Section 16(a) filing requirements applicable to our officers, directors
and greater than ten (10%) percent beneficial owners were compiled with during
the year ended June 30, 2000.
BOARD COMMITTEES AND OTHER BOARD INFORMATION
Our Board of Directors does not have an audit committee, a compensation
committee or a nominating committee. We expect to constitute an audit committee
and compensation committee as soon as practicable. During the fiscal year ended
June 30, 2000, our Board had one meeting.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Cash Compensation
The following table summarizes all compensation we recorded in each of
the last two fiscal years for the our Chief Executive Officer and each other
executive officers serving as such whose annual compensation exceeded $100,000.
<TABLE>
<CAPTION>
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SUMMARY COMPENSATION TABLE
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Long Term Compensation
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Annual Compensation Awards Payouts
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Restricted Securities
Name and Other Annual Stock Underlying
Principle Salary Bonus Compensation Award(s) Options/SARs LTIP All Other
Position Year ($) ($) ($) ($) (#) Payouts Compensation
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephanie
McAnly (2) 2000 88,167 10,000 0 0 200,000 0 0
---------------------------------------------------------------------------------------------------------------------
Charles B.
Pearlman, (1) 2000 0 0 0 0 0 0 0
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Charles B. 1999 0 0 0 0 0 0 0
Pearlman, (1)
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(1) Mr. Pearlman served as our Chief Executive Officer and a director from inception in 1995 until August 1999.
(2) Ms. McAnly has served as our President from August 19, 1999 to present.
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Option/SAR Grants in Last Fiscal Year
---------------------------------------------------------------------------------------------------------------------
Individual Grants
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Number of Securities
Underlying % of Total Options/SARs
Options/SARs Granted Granted to Employees in Exercise or Base
Name (#) Fiscal Year Price ($/Sh) Expiration Date
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stephanie McAnly (2) 33,333 7% 2.50 August 19, 2004
---------------------------------------------------------------------------------------------------------------------
Stephanie McAnly (2) 33,333 7% 2.50 August 19, 2005
---------------------------------------------------------------------------------------------------------------------
Stephanie McAnly (2) 33,334 7% 2.50 August 19, 2006
---------------------------------------------------------------------------------------------------------------------
Stephanie McAnly (2) 50,000 11% 2.50 June 30, 2005
---------------------------------------------------------------------------------------------------------------------
Stephanie McAnly (2) 50,000 11% 2.50 June 30, 2005
---------------------------------------------------------------------------------------------------------------------
Charles B. Pearlman (1) 0 0% 0 0
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(1) Mr. Pearlman served as our Chief Executive Officer and a director from inception in 1995 until August 1999.
(2) Ms. McAnly has served as our President from August 19, 1999 to present.
</TABLE>
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<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Aggregate Option/SAR Exercises in Fiscal Year 2000 and FY-End Option/SAR Values
---------------------------------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Unexercised Options/SARs at In-the-Money Options/SARs at
FY-End (#) FY End ($)
---------------------------------------------------------------------------------------------------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles B.
Pearlman (1) 0 N/a N/a N/a N/a N/a
---------------------------------------------------------------------------------------------------------------------
Stephanie McAnly 0 0 33,333 166,667 0 0
---------------------------------------------------------------------------------------------------------------------
(1) Mr. Pearlman served as our Chief Executive Officer and a director from inception in 1995 until August 1999.
(2) Ms. McAnly serves as our President from August 19, 1999 to present.
</TABLE>
Director Compensation
Members of our board of directors are not compensated for their service
on the board or for attending board meetings. Each member of our board of
directors who is a full-time employee is compensated only as an employee. We may
choose to adopt a compensation plan for non-employee directors or reimburse
directors for attendance at board of directors meetings in the future.
Employment Agreements
In August 1999, we entered into employment agreements with Stephanie
McAnly, our President, and Celestine (Sonny) Spoden, our Chief Financial
Officer. The three year agreement with Ms. McAnly provides that we will pay her
an annual base salary of $102,000 subject to performance increases.
Specifically, if we should report $15 million in sales during the first year of
the agreement, her base salary will be increased by $24,000 annually for the
remainder of the term; likewise, should we report $50 million in sales during
the second year of the agreement, her base salary will be increased by an
additional $24,000 for the final year of the agreement. As additional
compensation, we paid Ms. McAnly a signing bonus of $10,000, and we granted her
five year options under our 1997 Stock Option Plan to purchase up to 100,000
shares of our common stock at an exercise price of $2.50, vesting 33,333 options
on the signing of the agreement, an additional 33,333 options on the first
annual anniversary date of the agreement, and the remaining 33,334 options on
the second annual anniversary date of the agreement. Subject to her continued
employment with us, Ms. McAnly shall be granted options to purchase an
additional 100,000 shares of our common stock at the then fair market value of
the stock. Effective June 30, 2000, Ms. McAnly's employment agreement was
amended to grant Ms. McAnly options to purchase an additional 100,000 shares of
our common stock under our 1997 Stock Option Plan at an exercise price of $2.50
per share. The new options vest in two equal annual installments beginning on
August 19, 2001 and August 19, 2002, and are exercisable for a period of five
years after the date of vesting.
The three year employment agreement with Mr. Spoden provides that we
will pay him an annual base salary of $90,000 during the first year of the
agreement, with the base salary for years two and three of the agreement to be
mutually determined by Mr. Spoden and us. As additional compensation, we granted
Mr. Spoden five year options under our 1997 Stock Option Plan to purchase up to
75,000 shares of our common stock at an exercise price of $2.50, vesting 25,000
options on each of the signing of the agreement, and the first and second annual
anniversary date of the agreement. Subject to his continued employment with us,
Mr. Spoden shall be granted options to purchase an additional 60,000 shares of
our common stock at the then fair market value of the stock. These additional
options shall be granted and shall immediately vest, at the rate of, subject to
his continued employment, of 30,000 options on the second annual anniversary
date of the agreement and 30,000 options on the third annual anniversary date of
the agreement. These additional five year options will also be granted under our
1997 Stock Option Plan.
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The agreements also provide, among other things, for (i) participation
in any profit-sharing or retirement plan and in other employee benefits
applicable to our employees and executives, and (ii) benefits in the event of
disability and contain certain non-disclosure and non-competition provisions.
Under the terms of the agreements, we may terminate the employment of Ms. McAnly
or Mr. Spoden with cause, as defined in the agreement. To the extent that either
Ms. McAnly or Mr. Spoden is terminated for cause, no severance benefits shall be
paid.
On November 15, 2000, we entered into an employment agreement with
Menderes Akdag pursuant to which Mr. Akdag agreed to serve as our Chief
Executive Officer. Mr. Akdag's employment agreement has a term of three years
with automatic renewal provisions. Either party may terminate the agreement at
any time subject to certain severance provisions. Pursuant to the agreement, Mr.
Akdag will receive a salary of $150,000 for the first year of employment and
$200,000 for the second two years of employment. In connection with Mr. Akdag's
agreement to serve as our Chief Executive Officer, Capitol Distribution, LLC, an
entity controlled by Beverly Sassoon and Elan Sassoon, granted Mr. Akdag options
to purchase 400,000 shares of our common stock issuable to Capitol Distribution
upon the exercise of options we granted to Capitol Distribution. The exercise
price of the options we granted to Capitol Distribution is $.001. Mr. Akdag has
agreed to pay Capitol Distribution $1.50 per share if he chooses to exercise his
option to purchase the shares from Capitol Distribution. The first 100,000
options granted to Mr. Akdag vested on November 15, 2000 with the remaining
options vesting in three equal installments on the first, second and third
anniversaries of the employment agreement. The first 100,000 options become
exercisable on August 19, 2001 and the remaining options become exercisable upon
vesting, as long as Mr. Akdag continues to be employed as our Chief Executive
Officer. If we terminate Mr. Akdag's employment agreement for cause (as defined
in the employment agreement) all vested and unvested options granted to Mr.
Akdag by Capitol Distribution will be cancelled. If Mr. Akdag's employment
agreement is terminated after a change in control (as defined in the employment
agreement) all vested options granted by Capitol Distribution to Mr. Akdag will
be immediately exercisable and all unvested options will vest and be immediately
exercisable. If Mr. Akdag's employment is terminated for any other reason, Mr.
Akdag will be entitled to exercise all vested options but all unvested options
will be cancelled on the date of such termination.
On November 15, 2000, we entered into employment agreements with three
individuals who will serve as information systems and fulfillment center
personnel. These employment agreements obligate us to pay salaries in the
aggregate of $250,000 per year to the three individuals. The other terms of
their employment agreements are similar to Mr. Akdag's employment Agreement.
Capitol Distribution also granted options to purchase additional 150,000 shares
of our common stock to these individuals on terms similar to those granted by
Capitol Distribution to Mr. Akdag.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL COSMETICS MARKETING CO.
By: /s/ Menderes Akdag
-------------------------------------
Name: Menderes Akdag
Title: Chief Executive Officer
Dated: December 1, 2000
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