<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BCT INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--ENTER COMPANY NAME HERE--
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
BCT INTERNATIONAL, INC.
3000 N.E. 30th Place
Fort Lauderdale, Florida 33306-1957
Dear Stockholder:
The 1998 Annual Meeting of Stockholders of BCT International, Inc.
will be held at the Ritz Carlton, 4375 Admiralty Way, Marina Del Rey,
California, on Wednesday, August 12, 1998, at 10:30 a.m. You are invited
to attend the meeting to consider personally the business described in the
accompanying notice of annual meeting and proxy statement.
At the meeting there will be a current report on the activities of
the Company. Stockholders will have an opportunity at that time to comment
on or to inquire about the affairs of the Company that may be of interest
to stockholders generally.
It is important to ensure that your shares be represented at the
meeting whether or not you plan personally to attend. We urge you to
promptly complete, sign, date, and return the enclosed proxy in the
enclosed envelope. If you attend the meeting, you may revoke your proxy
and vote in person by giving notice to the Secretary in writing before the
proxy is voted.
Sincerely,
/s/ Willaim A. Wilkerson
WILLIAM A. WILKERSON
Chairman of the Board
June 30, 1998
<PAGE>
BCT INTERNATIONAL, INC.
3000 N.E. 30th Place
Fort Lauderdale, Florida 33306-1957
NOTICE OF 1998 ANNUAL
MEETING OF STOCKHOLDERS
-----------------------
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders
of BCT International, Inc., (the "Company") will be held at the Ritz
Carlton, 4375 Admiralty Way, Marina Del Rey, California, on Wednesday,
August 12, 1998, at 10:30 a.m. (local time) for the following purposes:
A. To elect directors.
B. To consider and vote on:
(1) A proposal to approve the selection by the Board of
Directors of the firm of PricewaterhouseCoopers LLP as
independent auditors of the Company for the fiscal year
ending February 28, 1999.
(2) A proposal to amend the Company's 1995 Stock Option Plan,
primarily to increase the number of shares for which
options may be granted under the plan from 250,000 to
500,000.
C. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on June 15, 1998
are entitled to notice of and to vote at the annual meeting.
The Company's Proxy Statement is submitted herewith. The Company's
Annual Report for the fiscal year ended February 28, 1998 is enclosed.
By Order of the Board of Directors
MICHAEL R. HULL
Secretary
A proxy is enclosed with this Notice and Proxy Statement. Please
COMPLETE, SIGN, DATE and promptly return your proxy in the enclosed
envelope. This will assure a quorum and save further solicitation costs.
If you attend the meeting, you may revoke your proxy and vote in person by
giving notice to the Secretary in writing before the proxy is voted.
<PAGE>
BCT INTERNATIONAL, INC.
3000 N.E. 30th Place
Fort Lauderdale, Florida 33306-1957
Telephone (954) 563-1224
1998 ANNUAL
MEETING OF STOCKHOLDERS
-------------------
PROXY STATEMENT
-------------------
June 30, 1998
GENERAL INFORMATION
Introduction
The enclosed proxy, which is to be used only at the Annual Meeting of
Stockholders of BCT International, Inc., (the "Company") to be held on
August 12, 1998 and any and all adjournments thereof (the "Annual
Meeting"), is solicited on behalf of the Board of Directors of the Company
at the Company's expense. The purposes of the Annual Meeting are set forth
in the accompanying Notice of 1998 Annual Meeting of Stockholders.
The solicitation is being made by mail, but officers of the Company
may solicit proxies personally, by telephone, fax or by telegram. The
Company does not presently intend to pay compensation to anyone for the
solicitation of proxies, except that it will reimburse brokers, custodians
and other nominees and fiduciaries for the cost of transmitting the proxy
material to stockholders.
Any stockholder executing a proxy retains the right to revoke it by
written notice to the Secretary of the Company at any time before it is
voted.
Only holders of record of issued and outstanding Common Stock, $.04
par value per share ("Common Stock"), of the Company at the close of
business on June 15, 1998 are entitled to vote at the Annual Meeting. Each
share is entitled to one vote. As of that date, the Company had
outstanding 5,427,432 shares of Common Stock. The presence, in person or
by proxy, of a majority of the issued and outstanding Common Stock of the
Company will constitute a quorum for the transaction of business at the
Annual Meeting.
Shares represented by proxy in the form enclosed, duly executed and
returned to the Company prior to or at the Annual Meeting and not revoked,
will be voted. Where a specification is made by means of the ballot
provided in the proxy, such proxy will be voted in accordance with such
specification. Where no such specification is made, such proxy will be
voted for the election of Directors and in favor of the proposals
described herein and listed as Proposals 1 and 2 in the accompanying
Notice of 1998 Annual Meeting of Stockholders.
-1-
<PAGE>
As of this date, the Board of Directors is not aware that any matter
is to be presented for action at the Annual Meeting other than those
referred to in the Notice of 1998 Annual Meeting of Stockholders, but the
proxy form sent herewith, if executed and returned, gives discretionary
authority with respect to any other matters that may come before the
Annual Meeting.
This proxy material, including the Notice of 1998 Annual Meeting of
Stockholders, Proxy Statement, Proxy and Annual Report for the fiscal year
ended February 28, 1998, was first mailed to stockholders on or about July
10, 1998.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of June 15, 1998, information with
respect to the only persons known to the Company to be beneficial owners
of more than 5% of the Company's outstanding stock (excluding treasury
stock), as well as the beneficial ownership of all directors and officers
of the Company individually and all directors and officers as a group.
Based on the information available to the Company, except as set forth in
the accompanying footnotes, each person has sole investment and voting
power with respect to the shares of Common Stock indicated. At June 15,
1998, 5,427,432 shares of common stock were outstanding.
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Shares Percent of
Beneficially Outstanding
Name Owned (1) Common Stock
---- --------- ------------
Certain Beneficial Owners:
Steven N. Bronson 635,320 (2) 11.23%
Barber & Bronson, Inc.
2101 West Commercial Blvd.
Suite 1500
Fort Lauderdale, FL 33309
Officers and Directors:
William A. Wilkerson 1,356,557 (3) 23.56%
Bill LeVine 697,532 (4) 12.68%
Henry A. Johnson 154,347 (5) 2.83%
Thomas J. Cassady 38,750 (6) .71%
Alvin Katz 22,500 (7) .41%
James H. Kaufenberg 54,500 (8) .99%
Peter Gaughn 53,500 (9) .98%
Michael R. Hull 5,500 (10) .10%
All Officers and Directors 2,383,186 (11) 39.60%
as a group (8 persons)
----------------------
</TABLE>
-2-
<PAGE>
(1) This column sets forth shares of Common Stock which are deemed to be
"beneficially owned" by the persons named in the table under Rule
13d-3 of the Securities and Exchange Commission ("SEC").
(2) Includes 228,750 shares covered by currently exercisable warrants.
(3) Includes 331,250 shares covered by currently exercisable stock
options.
(4) Includes 73,750 shares covered by currently exercisable stock
options.
(5) Includes 31,250 shares covered by currently exercisable stock
options.
(6) Includes 22,500 shares covered by currently exercisable stock
options.
(7) Includes 22,500 shares covered by currently exercisable stock
options.
(8) Includes 52,500 shares covered by currently exercisable stock
options.
(9) Includes 52,500 shares covered by currently exercisable stock
options.
(10) Includes 5,000 shares covered by currently exercisable stock options.
(11) Includes 591,250 shares covered by currently exercisable stock
options.
-3-
<PAGE>
Availability of Form 10-K Report
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED FEBRUARY 28, 1998 (INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WILL BE FURNISHED WITHOUT CHARGE, UPON WRITTEN REQUEST, TO ANY PERSON WHO
ON JUNE 15, 1998, EITHER HELD COMMON STOCK OF THE COMPANY IN HIS OR HER
NAME OR WAS THE BENEFICIAL OWNER OF SUCH STOCK HELD IN THE NAME OF ANOTHER
PERSON. STOCKHOLDERS SHOULD SEND THEIR REQUESTS TO: BCT INTERNATIONAL,
INC., 3000 N.E. 30th PLACE, 5TH FLOOR, FORT LAUDERDALE, FLORIDA
33306-1957, ATTENTION: CORPORATE SECRETARY. OWNERS OF STOCK HELD IN THE
NAME OF ANOTHER PERSON MUST INCLUDE IN THEIR REQUESTS A REPRESENTATION
THAT THEY WERE THE BENEFICIAL OWNERS OF COMMON STOCK OF THE COMPANY AS OF
JUNE 15, 1998. THE COMPANY WILL FURNISH ANY EXHIBITS TO FORM 10-K TO EACH
STOCKHOLDER REQUESTING THEM UPON PAYMENT OF A FEE OF $.30 PER PAGE TO
COVER THEIR COST.
Submission of Stockholder Proposals
Any stockholder proposals for the 1999 Annual Meeting of Stockholders
must be received by the Company no later than April 1, 1999, to be
eligible for inclusion in the Company's proxy statement and accompanying
proxy for such meeting.
ELECTION OF DIRECTORS OF THE COMPANY
As provided for in Article Eight of its Certificate of Incorporation,
the Company has a classified Board of Directors consisting of classes I,
II, and III, with one class to be elected at each Annual Meeting of
Stockholders. The current Directors of the Company by class are as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class I Class II Class III
(expires 2000) (expires 1999) (expires 1998)
-------------- -------------- --------------
William A. Wilkerson Thomas J. Cassady Henry A. Johnson
Bill LeVine Alvin Katz Peter Gaughn
James H. Kaufenberg
</TABLE>
-4-
<PAGE>
Nominees for Election as Director of the Company
Messrs. Henry Johnson and Peter Gaughn have been nominated by the
Board of Directors for election as Class III Directors. If any nominee for
director is unable or declines to serve for any reason not now foreseen,
the discretionary authority provided in the proxy will be exercised to
vote for a substitute. The nominees have consented to serving as
directors.
The following information is set forth below for the nominees:
principal occupation during the past five or more years, the period of
service as a director of the Company or its predecessor, other
directorships and business affiliations (including public Company
directorships), and age:
Name Age Position Director Since
---- --- -------- --------------
Henry A. Johnson 63 Director February 1975
Peter Gaughn 42 Director April 1998
Henry A. Johnson, founder of BCT, has been a Director of the Company
since January 1986. From January 1986 until October 1988, he was Senior
Vice President/Operations of the Company. In October 1988, he resigned his
position with the Company and became Senior Vice President/Operations of
the Company's Business Cards Tomorrow, Inc., subsidiary ("BCT"). In
February 1989, he accepted the additional responsibilities of Executive
Vice President of BCT. Previously, he was Senior Vice President/Operations
for Business Cards Tomorrow, Inc. (a Florida Corporation), from January
1978. In March 1990, he retired from his position with BCT. Presently, Mr.
Johnson is the owner and operator of Colorful Copies in Las Vegas, Nevada.
Peter Gaughn became a Director of the Company in April 1998. He
currently serves as President and Chief Executive Officer and Director of
PIP Printing, a position he has held since February 1995. Previously, Mr.
Gaughn was President and Chief Operating Officer of the Company from
August 1989 to January 1995.
The following information is set forth for directors of the Company
who are not standing for election in 1998: principal occupations during
the past five or more years, the period of service as a director of the
Company or its predecessor, other directorships and business affiliations
(including public Company directorships), and age:
Name Age Position Director Since
----- --- -------- --------------
William A. Wilkerson 56 Chairman of the January 1978
Board
Bill LeVine 78 Director May 1992
Thomas J. Cassady 76 Director April 1988
Alvin Katz 68 Director October 1996
James H. Kaufenberg 56 Director June 1997
William Wilkerson has been Chairman of the Board and a Director of
the Company since January 1986. In May 1988, he accepted the additional
-5-
<PAGE>
responsibility of Chief Executive Officer, a position he held until
October 1997. He was President and Chief Executive Officer of Business
Cards Tomorrow, Inc. (a Florida Corporation) from January 1978 to January
1982 and Chairman from January 1982 to January 1986.
Bill LeVine became a Director of the Company in May 1992. Mr. LeVine
is the pioneer of the quick printing industry. He founded Postal Instant
Press (PIP Printing) in 1967 and served as its Chairman, Chief Executive
Officer and President until January 1988. Since that time, he has focused
on private investments. Since 1992, Mr. Levine has been a Director of Fast
Frame, Inc., Los Angeles, California. Mr. LeVine has been a Director of
Mellon First Business Bank in Los Angeles, California, since 1982, Rentrak
Company, formerly National Video, Portland, Oregon, since 1987, and
California Closets, Inc., San Francisco, California, since 1994.
Thomas J. Cassady became a Director of the Company in April 1988 and
has been a Director of Photo Control Company, Minneapolis, Minnesota,
since February 1978. Mr. Cassady is a veteran of more than 30 years in the
financial and securities field, having served as President and Chief
Administrative Officer of Merrill, Lynch, Pierce, Fenner & Smith, Inc.,
until his retirement in 1978.
Alvin Katz has been an adjunct professor of management at Florida
Atlantic University, Boca Raton, Florida since 1980. His previous work
experience includes 20 years with United Parcel Service, Inc. from 1957 to
1976, in various staff and operating assignments including Corporate
Director of R&D and Operations Planning. Subsequently, he served as CEO of
a privately owned conglomerate in the Metropolitan New York City area. He
is a director of NASTECH Pharmaceutical Co., a leading provider of nasal
delivery drugs; Blimpies International, Inc., a franchisor of submarine
sandwich restaurants, and AMTECH Systems, Inc., a manufacturer of
semiconductor capital equipment.
Mr. Kaufenberg joined the Company as Chief Operating Officer and
President of BCT in August 1996. In October 1997, Mr. Kaufenberg was
appointed Chief Executive Officer. From 1989 until October 1995, Mr.
Kaufenberg was President and Chief Executive Officer of Insty-Prints,
Inc., Minneapolis, Minnesota, a franchisor of fast turnaround business
printing locations. Prior to joining Insty-Prints, Mr. Kaufenberg spent 15
years in various general and financial management roles in the paper,
computer and telecommunications industries.
-6-
<PAGE>
Executive Officers of the Company
The following table sets forth the age, position and term of office
(with the Company or its predecessor) of each executive officer of the
Company:
Executive
Executive Officer Age Position Officer Since
----------------- --- -------- -------------
William A. Wilkerson 56 Chairman of the Board January 1978
James H. Kaufenberg 56 Chief Executive Officer, September 1996
President and Director
Michael R. Hull 44 Chief Financial Officer, June 1996
Treasurer and Secretary
See information concerning Messrs. Wilkerson and Kaufenberg under
"Election of Directors of the Company", above.
Michael R. Hull joined the Company in May 1996 and became Vice
President/Chief Financial Officer, Treasurer and Secretary effective
beginning May 31, 1996. Mr. Hull is a certified public accountant and a
member of the Florida Institute of Certified Public Accountants and the
American Institute of Certified Public Accountants and has worked in
public accounting since 1985. Prior to joining BCT, Mr. Hull served as an
audit senior manager with the public accounting firm of Price Waterhouse
LLP for three years.
Committees of the Board of Directors of the Company
On January 10, 1986 the Board of Directors established an Audit
Committee, which as of April 1998 consists of Messrs. LeVine (Chairman),
Cassady and Gaughn to monitor the financial controls and reporting of the
Company.
On January 10, 1986 the Board of Directors also established a
Compensation Committee, which as of April 1998 consists of Messrs. LeVine
(Chairman), Wilkerson and Gaughn. This Committee has the responsibility to
review and make recommendations to the Board of Directors regarding
executive compensation, except stock option matters.
There were two meetings of these committees during the fiscal year
ended February 28, 1998.
In April 1998, the Board of Directors established a Stock Option
Committee consisting of Messrs. LeVine (Chairman) and Gaughn. This
committee has the responsibility to review and make recommendations to the
Board of Directors regarding stock options.
The Company has no Nominating Committee.
Meetings of the Board of Directors of the Company
During the Company's fiscal year ended February 28, 1998, four
meetings of the Board of Directors and each Committee of the Board were
held.
-7-
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, a majority of
which is currently comprised of non-employee directors, has overall
responsibility to review and recommend broad-based compensation plans for
executive officers of the Company and its BCT subsidiary to the Board of
Directors. Set forth below is the report submitted by Mr. LeVine in his
capacity as the sole remaining member of the Board's Compensation
Committee following the death of Mr. Raymond J. Kiernan in March 1998,
addressing the Company's compensation policies for fiscal 1998 as they
affected Mr. William A. Wilkerson, Chairman of the Board and Chief
Executive Officer until October 1997, and Mr. James H. Kaufenberg,
President and Chief Executive Officer since October 1997.
Compensation Policies For Executive Officers
The executive compensation program is based on a philosophy which
aligns compensation with business strategy, Company values and management
initiatives. The principles underlying this compensation philosophy are:
the linkage of executive compensation to the enhancement of shareholder
value; maintenance of a compensation program that will attract, motivate
and retain key executives critical to the long-term success of the
Company; creation of a performance oriented environment by rewarding
performance leading to the attainment of the Company's goals; evaluation
of competitiveness of salary and equity incentive opportunities; and
determination of the adequacy and propriety of the annual bonus plan,
including structure and performance measures.
Relationship of Performance Under Compensation Plans
Compensation paid Mr. Wilkerson in fiscal 1998, as reflected in the
following Tables, consisted of base salary, a cash bonus of $50,000, and
an award of options to purchase 70,000 shares of the Company's common
stock, at $2.88 per share (the market price on the date of grant). The
Compensation Committee awarded a bonus of $150,000 to Mr. Kaufenberg in
fiscal 1998. The option award and bonus were in accordance with the
Company's compensation policies for executive officers.
The Company's executive compensation policies are oriented toward
utilization of objective performance criteria. The principal measures of
performance that are utilized by the Compensation Committee are targeted
versus actual operating budget and income growth. Subjective performance
criteria are utilized to only a limited degree.
-8-
<PAGE>
Annual Bonus Arrangements
The Company's annual bonuses to its executive officers, as indicated
on the previous page, are based on both objective and subjective
performance criteria. Objective criteria include actual versus target
annual operating budget performance and actual versus target annual income
growth. Target annual income growth and target annual operating budgets
utilized for purposes of evaluating annual bonuses are based on business
plans which have been approved by the Board of Directors. Subjective
performance criteria encompass evaluation of each officer's initiative and
contribution to overall corporate performance, the officer's managerial
ability, and the officer's performance in any special projects that the
officer may have undertaken. Performance under the subjective criteria was
determined at the end of fiscal 1998 after informal discussions with other
members of the Board.
Mr. Wilkerson's Fiscal 1998 Compensation
During fiscal 1993, the Compensation Committee approved a seven year
employment contract for Mr. Wilkerson for fiscal years beginning in fiscal
1994. All of Mr. Wilkerson's fiscal 1998 compensation was paid pursuant to
this contract. In June 1997, Mr. Wilkerson's contract was extended for an
additional three year term. The agreement calls for minimum annual
remaining salary amounts of $300,000 during the employment term.
In the event that Mr. Wilkerson is substantially incapacitated during
the term of his employment for a period of 90 days in the aggregate during
any twelve month period, the Company has the right to terminate his
employment. Under such termination, Mr. Wilkerson will receive one-half of
his salary in effect on the date of termination for the remaining term of
the agreement. Additionally, in the event of Mr. Wilkerson's death during
his employment, his designated beneficiary or his estate shall be paid
one-half of his salary in effect on the date of his death for the
remaining term of the agreement.
Mr. Wilkerson's fiscal 1998 and 1999 salary was kept at $300,000,
which is the minimum level prescribed for those years in his employment
contract.
Mr. Kaufenberg's Fiscal 1998 Compensation
During fiscal 1997, the Committee approved the terms of Mr.
Kaufenberg's employment. Under the terms of his employment, if Mr.
Kaufenberg is terminated for any reason, he is entitled to receive six
months of severance pay. Mr. Kaufenberg's compensation in fiscal 1998
consisted of a base salary plus a bonus arrangement based upon the
achievement of certain levels of profitability by the Company.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE
COMPANY'S BOARD OF DIRECTORS:
BILL LEVINE
-9-
<PAGE>
Executive Compensation and Transactions
(a) Compensation Tables
The following tables set forth the compensation received for services
in all capacities to the Company during its fiscal years ended February
28, 1998 and 1997 and February 29, 1996, by the three executive officers
of the Company as to whom the total salary and bonus in the most recent
year exceeded $100,000.
<TABLE>
<CAPTION>
BCT International, Inc.
Summary Compensation Table
Fiscal Years 1998, 1997 and 1996
000's omitted
-------------
Long-Term
Annual Compensation Compensation Awards
- ------------------------------------------------------------------------------------------------------------------------------
Form of Payment
Fiscal ---------------
Name Position Year Salary Bonus Cash Shares Options
- ---- -------- ---- ------ ----- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
1998 $294 (1) $50 $344 --- 70 (5)
W. Wilkerson Chairman of 1997 $312 (1) --- $312 --- 50 (2)
the Board 1996 $287 (1) $10 $297 --- ---
J.H. Kaufenberg Chief Executive 1998 $150 (6) $150 $300 --- ---
Officer and 1997 $120 (3) $10 $130 --- 200 (4)
President
M.R. Hull Chief Financial 1998 $88 $31 $119 --- ---
Officer, Secretary 1997 $68 --- $68 --- 15 (7)
and Treasurer
</TABLE>
(1) Includes a $12 car allowance.
(2) Options granted in fiscal 1997, all of which vested immediately.
(3) Includes $50,000 nonaccountable moving allowance.
(4) Options granted in Fiscal 1997, were 200 which vest in equal annual
installments over a four year period ending fiscal 2001.
(5) Options granted in fiscal 1998, all of which vested immediately.
(6) Salary includes a $10 car allowance.
(7) Options granted in fiscal 1997, which vest in equal installments over
a three year period ending in fiscal 2000. BCT International, Inc.
-10-
<PAGE>
BCT International, Inc.
Aggregated Option Exercises and Year-End
Option Values for Fiscal 1998
000's omitted
-------------
<TABLE>
<CAPTION>
Number of Value of
Unexercised In-The-Money
Options at Options at
Shares 2/28/98 (#) 2/28/98 ($)
Acquired on Value Exercisable/ Exercisable/
Name Position Exercise # Realized ($) Unexercisable Unexercisable
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
W. Wilkerson Chairman of
the Board 25 $37 329 / 0 $11 / $0
J.H. Kaufenberg Chief Executive
Officer and President --- $ --- 50 / 150 $0 / $0
M.R. Hull Chief Financial Officer, --- $ --- 5 / 10 $0 / $0
Secretary and Treasurer
</TABLE>
-11-
<PAGE>
BCT International, Inc.
Executive Management Compensation
Option Grants in Fiscal 1998
000's omitted
-------------
<TABLE>
<CAPTION>
Potential
% of Realizable Value
Total at Assumed
Options Annual Rates of
Granted Stock Price
Options to Exercise Expiration Appreciation
Name Position Granted Employees Price Date for Option Term
-------------------------------------------------------------------------------------------------------------------------
5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
W. Wilkerson Chairman of
the Board 70 74% $2.88 08/10/07 $127 / $321
</TABLE>
-12-
<PAGE>
(b) Other Compensation Arrangements
Outside directors of the Company receive director's fees of $750 per
month plus $750 for each Board of Directors meeting attended and $500 for
each telephonic meeting and committee meeting attended.
(c) Performance Graph
The following graph compares the yearly percentage change during the
Company's past five fiscal years in the cumulative total shareholder
return on the Company's Common Stock with the cumulative total shareholder
return during the same period for (i) the NASDAQ Stock Market (U.S.
Companies) and (ii) a peer group index of NASDAQ stocks of companies in
the Company's industry (the printing and graphic arts industry). The graph
was prepared by the University of Chicago Graduate School of Business
Center for Research in Security Prices. The cumulative total return in
each case was calculated by dividing: (i) the sum of (A) the cumulative
amount of dividends for the measurement period, assuming dividend
reinvestment, and (B) the difference between the share price at the end
and the beginning of the measurement period; by (ii) the share price at
the beginning of the measurement period. Raw data forming the basis for
the graph, together with a list of the companies comprising the peer group
index, is also included.
Comparison of Five Year-Cumulative Total Returns
Performance Graph for
BCT INTERNATIONAL, INC.
Prepared by the Center for Research in Security Prices
Produced on 06/09/98 including data to 02/27/98
[GRAPH AND LEGEND APPEARS HERE]
-13-
<PAGE>
(d) Compliance with Section 16(a) of the Exchange Act
The Company has reviewed the Forms 3 and 4 and amendments thereto
furnished to it pursuant to SEC Rule 16a-3(e) during its most recent
fiscal year and Form 5 and amendments thereto furnished to the Company
with respect to its most recent fiscal year. Based solely on such review
and the representations of each director and executive officer, the
Company is aware of one instance involving a late filing of a required
form by a person who, at any time during the fiscal year, was a director,
executive officer or beneficial owner of more than 10% of the Company's
Common Stock and failed to file on a timely basis, as disclosed in the
above-described Forms, reports required by the Securities Exchange Act of
1934 during the most recent fiscal year. A Form 4 relating to the exercise
of options to purchase common stock by the Chairman of the Company was
received by the Securities and Exchange Commission one day after the
filing deadline.
(e) Certain Relationships and Related Transactions
In February 1996, a company of which Mr. Wilkerson, the Chairman of
the Board, is a 50% shareholder, purchased the Honolulu, Hawaii, Company
Franchise for a total purchase price of $400,000 plus accounts receivable
and inventory. The purchase price is payable pursuant to a $325,000
promissory note, representing an assumption of the prior franchisee's debt
to the Company, and a $108,000 promissory note representing the value of
the inventory and accounts receivable acquired. The $325,000 note bears
interest at 8% per year and requires equal monthly payments of principal
and interest for 10 years based on a 15-year amortization, with a balloon
payment due at the end of 10 years. The $108,000 note bears interest at 8%
per year and is payable in five years pursuant to equal monthly payments
of principal and interest. These notes are secured by pledges of
substantially all of the assets of the Hawaii Franchise, as well as the
personal guarantees of the shareholders.
The Hawaii Franchise is 23 months behind on payments under the
$325,000 note and 23 months behind on payments under the $108,000 note.
Further, the Hawaii Franchise's debt to the Company for paper purchases
and royalties totalling $198,000 is more than 90 days past due as of June
15, 1998. In April 1998, the Company advanced $102,000 to the other 50%
shareholder who is an owner of another BCT Franchise to fund a buyout by
the manager of the Hawaii Franchise. In June 1998, the Company advanced
$65,000 to Mr. Wilkerson. The proposed buyout transaction has not been
concluded.
The Company has thus far elected not to exercise its contractual
rights to declare a default, accelerate the Hawaii Franchise's
indebtedness and foreclose its security interest in the Franchise's
assets. This election has been made in accordance with the Company's
policy of working closely with troubled franchisees in an attempt to
restore their financial and operating health and of taking legal action to
collect debts and repossess assets only when the troubled Franchise
appears unable to be successfully turned around. In the case of the Hawaii
Franchise, which was in very poor financial and operating condition when
acquired by Mr. Wilkerson's company, the
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Company believes that the operating performance of the Franchise has
improved significantly in recent months and that, by continuing its
current posture, the Company will maximize the probability of collecting
the indebtedness and of making the Hawaii Franchise a successful Franchise
contributing to the Company's long-term profitability.
(f) Compensation Committee Interlocks and
Insider Participation
Messrs. LeVine and Gaughn are currently members of the Board's
Compensation Committee.
Proposal 1
APPROVE SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected PricewaterhouseCoopers LLP as the
independent auditors for the Company for the fiscal year ending February
28, 1999. This selection is submitted for approval by stockholders at the
Annual Meeting.
The affirmative vote of the holders of a majority of the shares voted
is required for the approval of the foregoing proposal. The holders of the
enclosed proxy will vote to ratify the action of the Board of Directors,
unless otherwise directed.
The Board of Directors recommends a vote FOR this Proposal 1.
Proposal 2
AMENDMENT TO THE 1995 STOCK OPTION PLAN
General. The Company established the BCT International Inc. 1995
Stock Option Plan (the "Plan") to enable executive officers, other key
employees, and directors of the Company to participate in the ownership of
the Company. The Plan is designed to attract and retain executive
officers, other key employees, and directors of the Company and to provide
incentives to such persons to maximize the Company's performance. The Plan
provides for the award to executive officers, other key employees, and
directors of the Company of non-qualified stock options and incentive
stock options. Options granted under the Plan provide participants with
rights to acquire shares of Common Stock at fixed prices for fixed terms.
The Company's officers, directors and employees currently hold non-
qualified options, issued outside of the Plan, to purchase 612,861 shares
of Common Stock. Of these options, 366,750 were issued prior to the
September 1, 1995, effective date of the Plan. These options are
exercisable at prices ranging from $1.25 to $5.00 per share and expire
between 1999 and 2008.
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Under the Plan, not more than 250,000 shares of Common Stock and,
subject to stockholder approval of this Proposal 2, not more than 500,000
shares of Common Stock, are authorized for issuance upon exercise of
non-qualified stock options and incentive stock options. Furthermore, the
value of the shares subject to one or more incentive stock options first
exercisable by any grantee in any calendar year may not exceed $100,000
(determined at the date of grant).
The Compensation Committee of the Company's Board of Directors serves
as the Stock Option Committee under the Plan. As such, the Compensation
Committee, which consists of outside directors only, administers the Plan.
Under the Plan, the Stock Option Committee is authorized to select from
among the eligible participants those individuals to whom options are to
be granted, to determine the number of shares to be subject thereto, to
determine the exercise price and other terms and conditions thereof, and
to make all other determinations and take all other actions necessary or
advisable for the administration of the Plan. The Stock Option Committee
is also authorized to construe and interpret the Plan and to promulgate,
amend and rescind rules and regulations relating to its administration.
Subject to stockholder approval of this Proposal 2, the Board of Directors
will administer the Plan with respect to options granted to members of the
Stock Option Committee.
Options under the Plan may be granted to officers, employees or
directors (other than members of the Stock Option Committee while serving
on the Stock Option Committee) of the Company or its subsidiaries, and,
subject to stockholder approval of this Proposal 2, options under the Plan
may be granted to officers, employees or directors (regardless of whether
they are serving as members of the Stock Option Committee) of the Company
or its subsidiaries.
Incentive stock options are designed to comply with certain
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
providing for preferential tax treatment and will be subject to
restrictions contained in the Code, including the requirement that the
exercise price of such options be equal to at least 100% of fair market
value of Common Stock on the grant date and a 10-year restriction on the
term of such options, but may be subsequently modified to disqualify them
from treatment as an incentive stock option.
Non-qualified stock options provide for the right to purchase Common
Stock at a specified price which, under the Plan, may not be less than
fair market value on the date of grant. These options are not designed to
qualify for preferential tax treatment.
Under the Plan, no option may be exercisable more than 10 years after
the date of grant. In the case of an incentive stock option granted to an
employee owning more than 10% of the Common Stock, the maximum option term
is five years.
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SECURITIES LAWS AND FEDERAL INCOME TAXES
Securities Laws. The Plan is intended to conform to the extent
necessary with all provisions of the Securities Act of 1933 and the
Securities and Exchange Act of 1934 and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder,
including without limitation Rule 16b-3. The Plan will be administered,
and options will be granted and may be exercised, only in such a manner as
to conform to such laws, rules and regulations.
General Federal Tax Consequences. Under current federal laws, in
general, recipients of non-qualified stock options under the Plan are
taxable under Section 83 of the Code upon their receipt of Common Stock
with respect to such options, and the Company will be entitled to an
income tax deduction with respect to the amounts taxable to such
recipients. Under Sections 421 and 422 of the Code, recipients of
incentive stock options are generally not taxable on their receipt of
Common Stock upon the exercise of incentive stock options if the incentive
stock options and option stock are held for certain minimum holding
periods and, in such event, the Company is not entitled to income tax
deductions with respect to such exercises.
AMENDMENT TO THE 1995 STOCK OPTION PLAN
As of April 24, 1998, the Board of Directors adopted and approved,
subject to stockholder approval, the amendment to the Plan to expand the
class of persons eligible to receive stock options thereunder and to
increase the number of shares of Common Stock reserved for issuance
thereunder from 250,000 shares to 500,000 shares. A copy of the Amended
and Restated 1995 Stock Option Plan is set forth as Exhibit 1 to this
Proxy Statement. The Company's stockholders are asked to approve the
adoption of this amendment to the Plan at the 1998 Annual Meeting.
Under the Plan as in effect prior to adoption of the amendment, any
officer or other employee of the Company (or its subsidiaries), or any
director of the Company (or its subsidiaries) other than a member of the
Stock Option Committee while serving on the Stock Option Committee is
eligible to receive options. The Company's Board of Directors believes
that, in order to continue to retain, motivate, and attract directors
essential to the continued success of the Company, it is necessary to make
all of its directors eligible to receive options under the Plan,
irrespective of whether they are serving on the Stock Option Committee.
The Board of Directors believes that expanding such eligibility to all
directors will eliminate any disincentive to serving on the Stock Option
Committee, a committee which performs the important function of
administering the Plan. With respect to options granted to members of the
Stock Option Committee, the Board of Directors, rather than the Stock
Option Committee, will administer the Plan.
Under the Plan as in effect prior to adoption of the amendment, the
aggregate number of shares of Common Stock that may be issued upon the
exercise of options granted thereunder cannot exceed 250,000 shares of
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Common Stock. Due to the Company's need to attract, retain and reward its
key employees and directors, the number of shares issuable pursuant to
options granted under the Plan has reached the 250,000 share limit. The
Company's Board of Directors believes that, in order to continue to
retain, motivate, and attract key personnel essential to the continued
success of the Company, it is necessary to maintain its current practice
of providing meaningful incentive awards such as stock options. The Board
of Directors believes that stock options have played a critical role in
enabling the Company to create a motivated management team and to build a
growing, highly competitive business. The Board of Directors also believes
that the Plan has helped to stimulate a deeper commitment to the Company,
minimize management turnover and reward improvement in financial
performance.
The Board of Directors believes that this amendment to the Plan will
promote the interests of the Company and its stockholders by strengthening
the Company's ability to attract, motivate and retain employees and
directors and by providing a means to encourage stock ownership and
proprietary interest in the Company to valued employees and directors upon
whose judgment, initiative, and efforts the continued financial success
and growth of the business of the Company largely depend.
VOTE REQUIRED
The Board of Directors recommends a vote FOR this Proposal 2.
---------------------
Please complete, date, sign and return the enclosed proxy at your
earliest convenience.
BCT INTERNATIONAL, INC.
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Exhibit 1
AMENDED AND RESTATED
1995 STOCK OPTION PLAN
FOR
BCT INTERNATIONAL, INC.
1. Purpose. The purpose of this Plan is to advance the interests of BCT
INTERNATIONAL, INC., a Delaware corporation (the "Company"), and its
Subsidiaries by providing an additional incentive to attract and retain
qualified and competent persons who provide management and other key
services and upon whose efforts and judgment the success of the Company
and its Subsidiaries is largely dependent, through the encouragement of
stock ownership in the Company by such persons.
2. Definitions. As used herein, the following terms shall have the
meanings indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Committee" shall mean the stock option committee appointed by
the Board pursuant to Section 12 hereof or, if not appointed,
the Board.
(c) "Common Stock" shall mean the common stock, par value $.04 per
share, of the Company.
(d) "Director" shall mean a member of the Board.
(e) "Employee" and "employment" shall, except where the context
otherwise requires, mean or refer to a Director and his
Directorship as well as to a regular employee and his
employment.
(f) "Fair Market Value" of a Share on any date of reference shall be
the Closing Price of the Common Stock on such date, unless the
Committee in its sole discretion shall determine otherwise in a
fair and uniform manner. For this purpose, the Closing Price of
the Common Stock on any business day shall be (i) if the Common
Stock is listed or admitted for trading on any United States
national securities exchange, or if actual transactions are
otherwise reported on a consolidated transaction reporting
system, the last reported sale price of Common Stock on such
exchange or reporting system, as reported in any newspaper of
general circulation, (ii) if Common Stock is quoted on the Nasdaq
SmallCap Market, or any similar system of automated dissemination
of quotations of securities prices in common use, the mean
between the closing bid and asked quotations for such day of
Common Stock on such system, or (iii) if neither clause (i) nor
(ii) is applicable, the mean between the closing bid and asked
quotations for Common Stock as reported by the National Quotation
Bureau, Incorporated, if at least two securities dealers have
inserted both bid and asked quotations for Common Stock on at
least 5 of the 10 preceding business days.
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(g) "Grantee" shall mean a person to whom a stock option is granted
under this Plan or any person who succeeds to the rights of such
person under this Plan by reason of the death of such person.
(h) "Incentive Stock Option" means an option to purchase shares of
Common Stock which is intended to qualify as an incentive stock
option as defined in Section 422 of the Internal Revenue Code.
(i) "Internal Revenue Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.
(j) "Key Employee" means any person, including officers and
Directors, in the regular full-time employment of the Company or
any Subsidiary who, in the opinion of the Committee, is or is
expected to be primarily responsible for the management, growth
or protection of some part or all of the business of the Company
or a Subsidiary.
(k) Non-Employee Director shall have the meaning given to that term
in Rule 16b-3(3)(i) promulgated under the Securities Exchange Act
of 1934, as amended.
(l) "Non-qualified Stock Option" means an option to purchase shares
of Common Stock which is intended not to qualify as an Incentive
stock option as defined in Section 422 of the Internal Revenue
Code.
(m) "Option" (when capitalized) shall mean any option granted under
this Plan.
(n) "Plan" shall mean this 1995 Stock Option Plan for BCT
INTERNATIONAL, INC.
(o) "Share(s)" shall mean a share or shares of the Common Stock.
(p) "Subsidiary" shall mean any corporation (other than the Company)
in any unbroken chain of corporations beginning with the Company
if, at the time of the granting of the Option, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing 50 percent or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
3. Shares and Options. The Company may grant to Grantees from time to time
Options to purchase an aggregate of up to 500,000 Shares from Shares held
in the Company's treasury or from authorized and unissued Shares. Of this
amount, all or any may be optioned as Incentive Stock Options, as
Non-qualified Stock Options, or any combination thereof. If any Option
granted under this Plan shall terminate, expire, or be cancelled or
surrendered as to any Shares, new Options may thereafter be granted
covering such Shares.
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<PAGE>
4. Conditions for Grant of Options.
(a) Each Option shall be evidenced by an Option agreement that may
contain any terms deemed necessary or desirable by the Committee,
including, but not limited to, a requirement that the Grantee
agree that, for a specified period after termination of his
employment, he will not enter into any employment with, or
participate directly or indirectly in, any entity which is
directly or indirectly competitive with the Company, provided
such terms are not inconsistent with this Plan or any applicable
law. Grantees shall be selected by the Committee in its
discretion and shall be Key Employees and Directors who are not
employees; provided, however, that Directors who are not
employees shall not be eligible to receive Incentive Stock
Options.
(b) In granting Options, the Committee shall take into consideration
the contribution the person has made to the success of the
Company or its Subsidiaries and such other factors as the
Committee shall determine. The Committee shall also have the
authority to consult with and receive recommendations from
officers and other personnel of the Company and its Subsidiaries
with regard to these matters. The Committee may from time to time
in granting Options under the Plan prescribe such other terms and
conditions concerning such Options as it deems appropriate,
including, without limitation, (i) prescribing the date or dates
on which the Option becomes exercisable, (ii) providing that the
Option rights accrue or become exercisable in installments over a
period of years, or upon the attainment of stated goals or both,
or (iii) relating an Option to the continued employment of the
Grantee for a specified period of time, provided that such terms
and conditions are not more favorable to the Grantee than those
expressly permitted herein.
(c) The Options granted to Grantees under this Plan shall be in
addition to regular salaries, Directors' fees, pension, life
insurance or other benefits related to their employment or
Directorships with the Company or its Subsidiaries. Neither the
Plan nor any Option granted under the Plan shall confer upon any
person any right to employment or Directorship or continuation of
employment or Directorship by the Company or its Subsidiaries.
(d) The Committee in its sole discretion shall determine in each case
whether periods of military or government service shall
constitute a continuation of employment for the purposes of this
Plan or any Option.
(e) Only Key Employees may be granted Incentive Stock Options under
this Plan.
(f) No employee may be granted any Incentive Stock Option pursuant to
this Plan to the extent that the aggregate fair market value
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(determined at the time the Option is granted) of the Shares with
respect to which Incentive Stock Options granted to the employee
under the terms of this Plan are exercisable for the first time
by the employee during any calendar year exceeds $100,000.
(g) Option agreements with respect to Incentive Stock Options shall
contain such terms and conditions as are necessary to qualify
such Options under Section 422 of the Internal Revenue Code, as
such section may be amended from time to time.
5. Option Price. The option price per Share of any Option shall be any
price determined by the Committee; provided, however, that in no event
shall the option price per Share of any Option be less than (i) 100% or
(ii) in the case of Incentive Stock Options to be granted to an individual
who owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company, 110%, of the Fair Market Value of
the Shares underlying such Option on the date such Option is granted.
6. Exercise of Options. An Option shall be deemed exercised when (i) the
Company has received written notice of such exercise in accordance with
the terms of the Option, (ii) full payment of the aggregate option price
of the Shares as to which the Option is exercised has been made, and (iii)
arrangements that are satisfactory to the Committee in its sole discretion
have been made for the Grantee's payment to the Company of the amount, if
any, that is necessary for the Company or Subsidiary employing the Grantee
to withhold in accordance with applicable Federal or state tax withholding
requirements. Unless further limited by the Committee in any Option
agreement, the option price of any Shares purchased shall be paid in cash,
by certified or official bank check, by money order, by the Grantee's
promissory note, with Shares or by a combination of the above; provided
further, however, that the Committee in its sole discretion may accept a
personal check in full or partial payment of any Shares. If the exercise
price is paid in whole or in part with Shares, the value of the Shares
surrendered shall be their Fair Market Value on the business day
immediately preceding the date the Option is exercised. The Company in its
sole discretion may, on an individual basis or pursuant to a general
program established in connection with this Plan, lend money to a Grantee,
guarantee a loan to a Grantee, or otherwise assist a Grantee to obtain the
cash necessary to exercise all or a portion of an Option granted hereunder
or to pay any tax liability of the Grantee attributable to such exercise.
If the exercise price is paid in whole or part with the Grantee's
promissory note, such note shall (w) provide for full recourse to the
maker, (x) be collateralized by the pledge of the Shares that the Grantee
purchases upon exercise of such Option, (y) bear interest at the prime
rate of the Company's principal lender and (z) contain such other terms as
the Committee in its sole discretion shall reasonably require. No Grantee
or permitted transferee(s) thereof shall be deemed to be a holder of any
Shares subject to an Option unless and until exercise has been completed
pursuant to clauses (i-iii) above. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or
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distributions or other rights for which the record date is prior to the
date of exercise, except as expressly provided in Section 9 hereof.
7. Exercisability of Options. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee shall
provide in the corresponding Option agreement, except as otherwise
provided in this Section 7.
(a) The expiration date of an Option shall be determined by the
Committee at the time of grant, but in no event shall an Option
be exercisable after the expiration of (i) 10 years from the
date of grant of the Option or (ii) in the case of an Incentive
Stock Option granted to an individual who owns stock possessing
more than 10% of the total combined voting power of all classes
of voting stock of the Company, five years from the date of the
grant of the Option.
(b) Except to the extent otherwise provided in any Option agreement,
each outstanding Option shall become immediately fully
exercisable
(i) if there occurs any transaction (which shall include a
series of transactions occurring within 60 days or
occurring pursuant to a plan) that has the result that
stockholders of the Company immediately before such
transaction cease to own at least 51% percent of the
voting stock of the Company or of any entity that
results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or
any other form of corporate transaction;
(ii) if, during any period of two consecutive years,
individuals who at the beginning of such period
constitute the Board cease for any reason to constitute
at least a majority thereof, unless the Board in
existence immediately preceding the two year period
shall have nominated the new Directors whose
Directorships have created the altered Board
composition; or
(iii) if the stockholders of the Company shall approve a plan
of merger, consolidation, reorganization, liquidation or
dissolution in which the Company does not survive
(unless the approved merger, consolidation,
reorganization, liquidation or dissolution is
subsequently abandoned); or
(iv) if the stockholders of the Company shall approve a plan
for the sale, lease, exchange or other disposition of
all or substantially all of the property and assets of
the Company (unless such approved plan is subsequently
abandoned).
(c) The Committee may in its sole discretion accelerate the date on
which any Option may be exercised.
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8. Termination of Option Period.
(a) The unexercised portion of any Option shall automatically and
without notice terminate and become null and void at the time of
the earliest to occur of the following:
(i) three months after the date on which the Grantee's
employment is terminated for any reason other than by
reason of (A) Cause (which, for purposes of this Plan,
shall mean the termination of the Grantee's employment
by reason of the Grantee's willful misconduct or gross
negligence), (B) a mental or physical disability as
determined by a medical doctor satisfactory to the
Committee, or (C) death; provided, however, that the
three-month period may be extended by the Committee in
its discretion to up to 18 months with respect to
Non-qualified Stock Options;
(ii) immediately upon the termination of the Grantee's
employment for Cause;
(iii) six months after the date on which the Grantee's
employment is terminated by reason of a mental or
physical disability as determined by a medical doctor
satisfactory to the Committee;
(iv) (A) twelve months after the date of termination of the
Grantee's employment by reason of death of the Grantee,
or (B) three months after the date on which the Grantee
shall die if such death shall occur during the six-month
period specified in Subsection 8(a)(iii) hereof.
(b) The Committee in its sole discretion may by giving written
notice ("cancellation notice") cancel, effective upon the date
of the consummation of any corporate transaction described in
Subsections 7(b)(iii) or (iv) hereof, any Option that remains
unexercised on such date. Such cancellation notice shall be
given a reasonable period of time prior to the proposed date of
such cancellation and may be given either before or after
stockholder approval of such corporate transaction.
9. Adjustment of Shares.
(a) If, at any time while the Plan is in effect or unexercised
Options are outstanding, there shall be any increase or decrease
in the number of issued and outstanding Shares through the
declaration of a stock dividend or through any recapitalization
resulting in a stock split-up, combination or exchange of
Shares, then and in such event:
(i) appropriate adjustment shall be made in the maximum
number of Shares available for grant under the Plan, so
that the same percentage of the Company's issued and
outstanding Shares shall continue to be subject to being
so optioned; and
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<PAGE>
(ii) appropriate adjustment shall be made in the number of
Shares and the option price per Share thereof then subject
to any outstanding Option, so that the same percentage of
the Company's issued and outstanding Shares shall remain
subject to purchase at the same aggregate option price.
(b) Subject to the specific terms of any Option agreement, the
Committee may change the terms of Options outstanding under this
Plan with respect to the option price or the number of Shares
subject to the Options, or both, when, in the Committee's sole
discretion, such adjustments become appropriate by reason of a
corporate transaction described in Subsections 7(b)(iii) or (iv)
hereof.
(c) Except as otherwise expressly provided herein, the issuance by
the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class,
either in connection with direct sale or upon the exercise of
rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to the number of or
option price of Shares then subject to outstanding Options
granted under the Plan.
(d) Without limiting the generality of the foregoing, the existence
of outstanding Options granted under the Plan shall not affect in
any manner the right or power of the Company to make, authorize
or consummate (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital
structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issuance by the Company of debt securities
or preferred or preference stock that would rank above the Shares
subject to outstanding Options; (iv) the dissolution or
liquidation of the Company; (v) any sale, transfer or assignment
of all or any part of the assets or business of the Company; or
(vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
10. TRANSFERABILITY OF OPTIONS. No Option shall be transferable by the
Grantee otherwise than by will or the laws of descent and distribution or,
in the case of Non-qualified Stock Options, pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder,
nor shall any Option be subject to levy or execution or disposition under
the Bankruptcy Code of 1978, as amended, or any other state or federal law
granting relief to creditors, whether now or hereafter in effect.
11. ISSUANCE OF SHARES. As a condition of any sale or issuance of Shares
upon exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to
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ensure compliance with any applicable federal or state securities law or
regulation including, but not limited to, the following:
(i) a representation and warranty by the Grantee to the
Company, at the time any Option is exercised, that he is
acquiring the Shares to be issued to him for investment
and not with a view to, or for sale in connection with,
the distribution of any such Shares; and
(ii) a representation, warranty and/or agreement to be bound
by any legends that are, in the opinion of the
Committee, necessary or appropriate to comply with the
provisions of any securities law deemed by the Committee
to be applicable to the issuance of the Shares and are
endorsed upon the Share certificates.
12. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by a stock option committee
(herein called the "Committee") consisting of not less than two
Directors, all of whom shall be Non-Employee Directors;
provided, however, that if no Committee is appointed, the Board
may administer the Plan. The Committee shall have all of the
powers of the Board with respect to the Plan. Any member of the
Committee may be removed at any time, with or without cause, by
resolution of the Board, and any vacancy occurring in the
membership of the Committee may be filled by appointment by the
Board.
(b) The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The
determinations and the interpretation and construction of any
provision of the Plan by the Committee shall be final and
conclusive.
(c) Any and all decisions or determinations of the Committee shall
be made either (i) by a majority vote of the members of the
Committee at a meeting or (ii) without a meeting by the
unanimous written approval of the members of the Committee.
13. INTERPRETATION.
(a) If any provision of the Plan should be held invalid for any
reason, such holding shall not affect the remaining
provisions hereof, but instead the Plan shall be construed
and enforced as if such provision had never been included
in the Plan.
(b) This Plan shall be governed by the laws of the State of
Delaware.
(c) Headings contained in this Plan are for convenience only
and shall in no manner be construed as part of this Plan.
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(d) Any reference to the masculine, feminine, or neuter gender
shall be a reference to such other gender as is
appropriate.
(e) This Plan is intended to meet the requirements of Rule
16b-3 promulgated under the Securities Exchange Act of 1934
(the "Exchange Act") in order to provide Directors and
executive officers of the Company with certain exemptions
from the application of Section 16(b) of the Exchange Act.
14. Amendment and Termination of the Plan. The Committee may from time to
time amend or terminate the Plan or any Option consistent with the Plan;
provided, however, that (except to the extent provided in Section 9) no
such amendment may, without approval by the stockholders of the Company,
(a) increase the number of Shares reserved for Options, (b) change the
requirements for eligibility to receive Options, or (c) materially
increase the benefits accruing to participants under the Plan; and
provided, further, that (except to the extent provided in Section 8) no
amendment or termination of the Plan or any Option issued hereunder shall
substantially impair any Option previously granted to any Grantee without
the consent of such Grantee.
15. Effective Date and Termination Date. The effective date of this Plan
shall be September 1, 1995, provided that the Plan is approved by the
Company's stockholders at the 1995 annual meeting, and the Plan shall
terminate on the 10th anniversary of the effective date. After such
termination date, no Options may be granted hereunder; provided, however,
that Options outstanding at such date may be exercised pursuant to their
terms.
Dated as of the BCT INTERNATIONAL, INC.
1st day of September, 1995
By: /s/ William A. Wilkerson
William A. Wilkerson,
Chairman and
Chief Executive Officer
-27-
<PAGE>
BCT INTERNATIONAL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
1998 ANNUAL MEETING OF STOCKHOLDERS ON AUGUST 12,1998
The undersigned hereby appoints William A. Wilkerson and Michael R. Hull
proxies with power of substitution to vote at the Annual Meeting (including
adjournments) of Stockholders of BCT INTERNATIONAL, INC., to be held August 12,
1998, with all powers the undersigned would possess if personally present as
specified on the ballot hereon on the election of directors, on the proposals
set forth, and in accordance with their discretion, on any other business that
may come before the meeting, and revokes all proxies previously given by the
undersigned with respect to the shares covered hereby. A majority (or, if only
one, then that one) of the proxies or their substitutes acting at the meeting
may exercise all powers hereby conferred.
(continued on the reverse side)
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FOLD AND DETACH HERE
DEAR BCT INTERNATIONAL, INC. STOCKHOLDER:
The 1998 Annual Meeting of Stockholders of BCT International, Inc. will be held
at 10:30 a.m. on Wednesday, August 12, 1998, at the Ritz Carlton, 4375 Admiralty
Way, Marina Del Rey, California. You are invited to attend. It is important to
ensure that your shares be represented at the meeting whether or not you plan
personally to attend. We urge you to promptly complete, sign, date, and return
the enclosed proxy in the enclosed envelope. If you attend the meeting, you may
revoke your proxy and vote in person by giving notice to the Secretary in
writing before the proxy is voted.
Sincerely,
William A. Wilkerson
Chairman of the Board
BCT International, Inc.
<PAGE>
Please mark
your vote as [X]
indicated in
this example
I. ELECTION OF CLASS III DIRECTORS
NOMINEES: Henry A. Johnson and Peter Gaughn
FOR all nominees WITHHOLD
listed (except as AUTHORITY
withheld in the (to vote for all
space to right) nominees listed).
[ ] [ ]
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.
- ------------------------------------------------------
II. APPROVE SELECTION OF INDEPENDENT AUDITORS WITHHOLD
The Board of Directors recommends a vote FOR AUTHORITY ABSTAIN
FOR the proposal to select
PricewaterhouseCoopers LLP as the [ ] [ ] [ ]
independent auditors for the Corporation
for the fiscal year ending February 28,
1999.
III. AMENDMENT TO 1995 STOCK OPTION PLAN WITHHOLD
The Board of Directors recommends a FOR AUTHORITY ABSTAIN
vote FOR the proposal to amend the
Company's 1995 Stock Option Plan, [ ] [ ] [ ]
primarily to increase the number of
shares for which options may be granted
under the plan from 250,000 to 500,000.
This proxy when properly executed will be voted
in the manner directed herein by the Stockholder.
If no contrary specification is made, this proxy
will be voted FOR the election of the nominees of
the Board of Directors and FOR the proposal set
forth above and in the appointed proxies' discretion
upon such other business as may properly come before
the meeting.
Please date, sign as your name appears to left, and
return this proxy in the enclosed envelope, whether
or not you expect to attend the meeting. You may
nevertheless vote in person if you do attend.
Date:________________________________________, 1998
PLEASE
SIGN
HERE:______________________________________________
(Executors, administrators, trustees, custodians, etc.,
should indicate capacity in which signing. When stock
is held in the names of more than one person each person
should sign the proxy.)
FOLD AND DETACH HERE
