<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
CYBEX INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1/
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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____________
/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
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CYBEX INTERNATIONAL, INC.
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 23, 2000
----------------
The Annual Meeting of Shareholders of Cybex International, Inc., a New York
corporation (the "Corporation"), will be held at the Corporation's executive
offices located at 10 Trotter Drive, Medway, Massachusetts 02053 on Tuesday,
May 23, 2000 at 2:00 P.M., local time, for the following purposes:
1. To elect two directors.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April 4, 2000 as
the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting.
TO MAKE CERTAIN THAT YOUR SHARES WILL BE VOTED AT THE MEETING, WHETHER OR
NOT YOU PLAN TO ATTEND, PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED
PROXY WHICH IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS.
By Order of the Board of Directors
Joan Carter
Secretary
Medway, Massachusetts
April 18, 2000
<PAGE>
CYBEX INTERNATIONAL, INC.
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To be held on May 23, 2000
----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cybex International, Inc. (the
"Corporation" or the "Company") to be voted at the Annual Meeting of
Shareholders of the Corporation to be held on Tuesday, May 23, 2000 and at any
adjournments of the meeting (the "Annual Meeting"). Shareholders of record at
the close of business on April 4, 2000 will be entitled to notice of, and to
vote at, such meeting.
The mailing address of the Corporation's principal executive offices is 10
Trotter Drive, Medway, Massachusetts 02053. The approximate date on which this
Proxy Statement and the form of proxy were first sent or given to the
shareholders of the Corporation was April 18, 2000.
The Annual Report of the Corporation for the year ended December 31, 1999,
including audited financial statements, accompanies this Proxy Statement.
VOTING RIGHTS
As of the close of business on the record date, the Corporation had
outstanding 8,699,944 common shares, par value $.10 per share ("Common
Shares"). At all meetings of shareholders, holders of Common Shares are
entitled to one vote, exercisable in person or by proxy, for each Common Share
held.
Shareholders who execute proxies may revoke them at any time before they are
voted by notice to the Corporation in writing or at the meeting or by
delivering, at or prior to the meeting, a properly executed later-dated proxy.
Shares represented by an effective proxy given by a shareholder will be voted
as directed, unless authority to vote is withheld. If a signed proxy is
received but no specification is made thereon, the shares represented thereby
will be voted in accordance with the recommendations of the Board of
Directors.
A majority of the outstanding shares entitled to vote must be represented in
person or by proxy at the meeting in order to conduct the election of
directors and any other matters which may come before the meeting. If such a
majority is represented at the meeting, then the two nominees for director who
receive the highest number of votes cast will be elected. The affirmative vote
of at least a majority of the votes cast is required for the approval of any
other matter coming before the meeting. For purposes of determining the number
of votes cast with respect to a particular matter, only those cast "For" or
"Against" are included. Abstentions and broker non-votes are counted only for
purposes of determining whether a quorum is present at the meeting.
ELECTION OF DIRECTORS
(Proposal No. 1)
The Board of Directors currently consists of eight directors divided into
three classes. Two persons are to be elected to the Board of Directors at the
Annual Meeting to serve until the 2003 Annual Meeting. Management's nominees
for election as directors are John Aglialoro and Jerry Lee. Kay Knight Clarke,
a director whose term expires at the Annual Meeting, is not standing for
reelection, and the Board of Directors immediately upon the Annual Meeting
will be reduced in size to seven. The Corporation's remaining five directors
will continue in office for the terms specified below. The persons named in
the enclosed Proxy intend to vote for the
1
<PAGE>
election of the two nominees named above, unless instructions to the contrary
are given therein. Proxies may not be voted for a greater number of persons
than the number of nominees named below.
The nominees have indicated that they are able and willing to serve as
directors. However, if some unexpected occurrence should require the
substitution of some other person or persons for any one or more of the
nominees, the person or persons voting the proxies will vote for such nominees
as the Board of Directors of the Corporation may select.
Nominees for directors who receive a plurality of the votes cast by the
holders of the outstanding Common Shares entitled to vote at the Annual
Meeting will be elected. Abstentions, broker non-votes, and withheld votes are
not counted in determining the number of votes cast for any nominee for
director. The Board of Directors recommends a vote FOR each nominee.
The following table lists the name, age, principal occupation and certain
business experience of each of the two nominees and the five continuing
directors of the Corporation whose terms of office will continue after the
Annual Meeting, the year in which each director's term of office will expire
(assuming, in the case of each of the nominees, such nominees are elected at
the Annual Meeting) and the year in which each director was first elected as a
director of the Corporation.
With the exception of Mr. Aglialoro and Ms. Carter, who are married, there
are no family relationships between the directors and executive officers of
the Company.
<TABLE>
<CAPTION>
Age at Year First
March 31, Principal Occupation and Year Term Became
Name 2000 Certain Business Experience Will Expire Director
- ---- --------- ------------------------------------------- ----------- ----------
<S> <C> <C> <C> <C>
Nominees for Director
John Aglialoro.......... 56 Chairman and Chief Executive Officer of UM 2003 1997
Holdings Ltd. ("UM"), which he co-founded
in 1973. He served as a Director of Trotter
Inc. from 1983 until its merger with the
Company in 1997.
Jerry Lee............... 63 Retired. Partner of Ernst & Young, LLP from 2003 1997
1969 to 1995, including managing partner of
the Philadelphia office from 1979 to 1989.
Director, Premier Research Worldwide, Ltd.
Continuing Directors
James H. Carll.......... 51 Partner since 1983 of Archer & Greiner, A 2001 1997
Professional Corporation, a law firm which
acts as general counsel for the
Corporation.
Joan Carter............. 56 President and Chief Operating Officer of 2002 1997
UM, which she co-founded in 1973. She
served as a Director of Trotter Inc. from
1983 until its merger with the Company in
1997. Chairman of the Board, Federal
Reserve Bank of Philadelphia.
Peter C. Haines......... 49 President and Chief Executive Officer of 2001 1998
the Corporation since May, 1997. Mr. Haines
was employed by Trotter Inc. since 1980,
serving as its President from 1983 until
its merger with the Company in 1997.
Arthur W. Hicks, Jr. ... 41 Vice-President and Chief Financial Officer 2001 1997
of UM since 1988. Mr. Hicks is also a
certified public accountant. Mr. Hicks
served as a director of Trotter Inc. from
1994 until its 1997 merger with the
Company.
Alan H. Weingarten...... 59 President and Chief Executive Officer of 2002 1987
Alan H. Weingarten & Associates, Inc.,
consultants in general management,
marketing and product planning, since 1986.
</TABLE>
2
<PAGE>
Meetings and Committees of the Board of Directors
The Board of Directors of the Corporation held five meetings during 1999.
All directors attended more than 75% of the meetings of the Board and their
respective Board Committees.
The Board of Directors has standing Executive, Audit, Compensation, and
Stock Option Committees.
The Executive Committee consists of Joan Carter, James Carll and John
Aglialoro (Chair). The Executive Committee has, with certain exceptions, all
of the authority of the Board of Directors. In addition, the Executive
Committee makes recommendations to the Board with respect to management
nominees to the Board and reviews and makes recommendations with respect to
such shareholder nominees to the Board as may be submitted to the Corporation.
The Executive Committee will consider the names and qualifications of
candidates for the Board of Directors submitted by shareholders in accordance
with the procedures described in "Shareholder Proposals and Director
Nominations for 2001 Annual Meeting".
The Executive Committee also evaluates the performance of the Corporation's
Chief Executive Officer, recommends committee selections to the Board, and
evaluates and makes recommendations regarding the administration of the Board
of Directors and Director compensation. The Executive Committee held one
meeting during 1999, and also acted by unanimous written consent.
The Audit Committee consists of Alan H. Weingarten, Jerry Lee and Arthur W.
Hicks, Jr. (Chair). The functions of the Committee are to recommend to the
Board of Directors the engagement and discharge of the independent auditors
for the Corporation, analyze the report of such auditors, and make such
recommendations to the Board with respect thereto as such committee may deem
advisable. The Committee held seven meetings in 1999.
The Compensation Committee currently consists of James Carll, Kay Knight
Clarke, and Joan Carter (Chair). The function of the Committee is to make
recommendations to the Board of Directors concerning executive compensation
and benefits policies for the Corporation. The Committee held three meetings
during 1999.
The Stock Option Committee consists of Kay Knight Clarke and Jerry Lee
(Chair). The Committee administers the Corporation's stock option plans,
awarding stock options to key employees and nonemployee directors of the
Corporation and determining the terms and conditions on which the options are
granted. The Committee held four meetings during 1999.
Compensation of Directors
The Company's compensation program for nonemployee directors during 1999
provided that each nonemployee director receive an annual retainer of $18,000,
seventy percent of which was paid in shares of Company Common Stock (using the
price per share on January 1 of such year) pursuant to the Company's 1995
Stock Retainer Plan for Nonemployee Directors (the "Retainer Plan"). In
addition, Committee chairmen receive an annual retainer of $2,400. Directors
also receive $1,000 per day for each Board meeting attended, $500 per
telephone meeting and $500 for each Committee meeting attended. During 1999
pursuant to the Retainer Plan, nonemployee directors received, depending upon
the portion of the year served, between 1,121 shares and 2,965 shares of
Company Common Stock, representing the stock component of their annual
retainer. In addition, and separate from the Retainer Plan, John Aglialoro
receives, for serving as the Chairman of the Board, shares of Company Common
Stock at the rate of 5,000 shares per annum.
3
<PAGE>
Certain Relationships and Related Transactions
On May 23, 1997, Trotter Inc. ("Trotter") and a wholly-owned subsidiary of
the Corporation were merged (the "Merger"). As a result, Trotter, which prior
to the Merger was a wholly-owned subsidiary of UM Holdings Ltd. ("UM"), became
a wholly-owned subsidiary of the Corporation and UM was issued 4,273,056
shares of the Corporation's Common Shares in exchange for all of Trotter's
outstanding shares. John Aglialoro and Joan Carter are executive officers and
directors of UM and effectively own 100% of the stock of UM.
Until the consummation of the Merger, Trotter was included in the
consolidated income tax filings of UM. Trotter, UM and other subsidiaries of
UM entered into a tax sharing agreement pursuant to which Trotter paid to UM
amounts equal to the income taxes which Trotter would otherwise have paid had
it filed separate income tax returns. The portion of the Company's 1997 net
operating loss attributable to Trotter represents a net operating carry
forward available to UM. UM has agreed to remit $585,000 to Cybex upon its
utilization of this net operating carry forward. Pursuant to the tax sharing
agreement, UM has agreed to indemnify Trotter from any liability pertaining to
an adjustment or proposed adjustment of the UM consolidated tax returns, to
the extent pertaining to UM or its subsidiaries other than Trotter and its
subsidiaries; likewise, Trotter has agreed to indemnify UM from any liability
relating to any adjustment or proposed adjustment to the consolidated tax
returns of UM to the extent pertaining to Trotter or any of its subsidiaries.
James H. Carll, a director of the Company, is a stockholder of Archer &
Greiner, P.C., which acts as general counsel of the Corporation.
4
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EXECUTIVE COMPENSATION
Report of the Compensation Committee on Executive Compensation
The Compensation Committee of the Board of Directors consists entirely of
non-management directors and its primary function is to make recommendations
to the Board of Directors concerning executive compensation and benefit
policies for the Company.
The Committee believes that the most effective compensation program is one
that provides executives with competitive base salaries and incentives to
achieve both current and long-term strategic business goals of the Company.
Compensation should reward results, not effort, and be tied to shareholder
value.
The Committee seeks to accomplish this result by having annual incentive
compensation tied to two measurements, earnings per share and revenue growth.
Long-term incentive compensation is based on stock option awards, where the
ultimate value depends upon the future performance of the Company's Common
Stock over the term of the option.
The Company's executive compensation programs are designed to:
1. Align the interests of executive officers with the long-term interests
of shareholders.
2. Motivate and challenge executive officers to achieve both annual and
long-term strategic business goals.
3. Support an environment that rewards executive officers based upon
corporate results.
4. Attract and retain executive officers best qualified to promote the
long-term success of the Company.
The three basic components of executive officer compensation consist of (1)
base salary; (2) annual incentive compensation; and (3) long-term incentives
in the form of stock options. The executive officers also participate in
employee benefit plans available generally to the Company's employees.
Base Salary: In determining executive compensation levels, the Committee
reviewed compensation levels at manufacturing companies of comparable size to
the Company located in the New England region and nationally. The base salary
of each executive officer is determined at levels considered appropriate for
comparable positions at these peer companies. The Committee's policy is to
target base salary at the peer average, ranging to the 75th percentile to
reflect special circumstances. In 1999 executive officer base salaries were as
a general matter at the peer average, and in any event not above the 75th
percentile.
Annual Incentive Compensation: To reinforce the attainment of Company's
goals, the Committee believes that a significant portion of the annual
compensation of executive officers should be in the form of variable incentive
pay. The Committee instituted a performance-based bonus program for executive
officers for 1999 which was based upon earnings per share and revenue targets,
pursuant to which executive officers could have potentially earned 30% of base
salary in cash bonus awards. Based upon actual 1999 performance, no bonuses
were paid pursuant to this program.
Long-Term Incentive in Form of Stock Options. The Committee believes that
significant management ownership of the Company's stock effectively motivates
the building of shareholder wealth and aligns the interests of management with
those of the Company's shareholders. The Committee also recognizes the
dilutive effect that option grants can have on shareholder value. The
Committee seeks to balance the need to provide management motivation with the
shareholder cost of doing so. The goal is to use options as both a reward and
a motivator.
Options are issued at a per share exercise price equal to market price on
the date of grant and generally become exercisable over four years in equal
annual increments, contingent upon the officer's continued employment with the
Company. Option grants are reviewed annually by the Stock Option Committee and
a total of 129,000 options were issued to employees including executive
officers during 1999. For further information
5
<PAGE>
with respect to options to the Named Executive Officers, see the tables under
the headings "Option Grants in 1999" and "Aggregate Option Exercises in 1999
and Option Values at December 31, 1999" below.
Chief Executive Officer Compensation. The compensation plan for Mr. Haines
contains the same elements and operates in the same manner as the compensation
plan described above for the other executive officers. Mr. Haines' base salary
is comparable to CEOs at the peer companies utilized by the Committee.
Mr. Haines has been granted, and currently holds, options to acquire 463,153
shares, including options for 4,000 shares granted in 1999. The 1999 options
become exercisable (contingent upon continued employment) in four equal annual
installments. The Committee believes that the options granted to Mr. Haines
provide a significant incentive to Mr. Haines and aligns his interest directly
with the Company's shareholders. The options also place a significant portion
of Mr. Haines' total compensation at risk since the options' value depends on
the Company's common stock performance over the option term.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the
Internal Revenue Code disallows a tax deduction to publicly-held companies for
compensation paid to certain of their executive officers to the extent that
compensation exceeds $1,000,000 per covered officer in any fiscal year. The
limitation applies only to compensation, which is not considered to be
performance-based. Non-performance-based compensation paid to the Company's
executive officers for 1999 did not exceed the $1,000,000 limit per officer,
and the Committee does not anticipate that the non-performance-based
compensation to be paid the Company's executive officers in the foreseeable
future will exceed that limit.
Members of the Compensation Committee
Joan Carter, Chair
James Carll
Kay Knight Clarke
Compensation Committee Interlocks and Insider Participation
At the end of 1999, the Compensation Committee consisted of James Carll, Kay
Knight Clarke, and Joan Carter (Chair).
Joan Carter is a Director, President and principal stockholder of UM, which
is a major shareholder of the Corporation. James Carll is a stockholder of
Archer & Greiner which acts as general counsel to the Corporation. See
"Certain Relationships and Related Transactions."
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<PAGE>
Performance Graph
The following graph compares the five-year cumulative total return (change
in stock price plus reinvested dividends) on the Common Stock with the total
returns of the American Stock Exchange Market Value Index, a broad market
index covering stocks listed on the American Stock Exchange, and the companies
in the Sporting and Athletic Goods industry (SIC Code 3949), a group
encompassing approximately 19 companies (the "SIC Index").
[GRAPH]
Comparison of 5 Year Cumulative Total Return of
CYBEX International, Inc., Amex Market Value Index
and the SIC Index
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Cybex International, Inc. ........... 100.00 73.53 76.96 95.59 33.33 20.59
SIC Index............................ 100.00 90.01 88.10 86.28 37.58 47.54
Amex Mkt. Value Index................ 100.00 128.90 136.01 163.66 161.44 201.27
</TABLE>
Assumes $100 invested on December 31, 1994 and dividends are reinvested.
Source: Media General Financial Services.
7
<PAGE>
Summary Compensation Table
The following table sets forth information in respect of the compensation
for 1999, 1998 and 1997 of the persons (sometimes collectively referred to as
the "Named Executive Officers") who were, during 1999, the Chief Executive
Officer, and the four other most highly compensated executive officers of the
Corporation at the end of 1999 and up to two additional executive officers who
served as an executive officer at any time during 1999, whose salary and bonus
exceeded $100,000 for the year.
<TABLE>
<CAPTION>
Annual
Compensation(1)
---------------- Long Term Compensation
Name and Principal Securities Underlying All Other
Position Year Salary Bonus Options (#)(2) Compensation(3)
- ------------------ ---- -------- ------- ---------------------- ---------------
<S> <C> <C> <C> <C> <C>
Peter C. Haines........... 1999 $370,888 -- 4,000 $ 9,409
President and Chief 1998 372,019 -- 7,500 9,132
Executive Officer(4) 1997 338,700 $72,250 238,000 5,457
Michael T. Sweeney........ 1999 178,821 -- -- 6,157
Vice President-- 1998 98,365 -- 6,500 2,296
Technology & Development
Karen S. Slein............ 1999 130,187 -- 4,000 5,572
Vice President-- 1998 129,558 -- 5,500 5,807
Human Resources(4) 1997 98,762 -- 5,000 1,936
Gary S. Rosenfield........ 1999 119,231 -- 24,000 128,446
Sr. Vice President--
Sales & Marketing
Thor T. Wallace........... 1999 111,058 25,000 19,000 359
Vice President--
Chief Information Officer
William S. Hurley......... 1999 144,653 -- -- 7,506
former Vice President-- 1998 179,914 -- 7,500 8,484
Chief Financial 1997 150,000 -- 5,000 2,067
Officer(4)
</TABLE>
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(1) In accordance with the rules of the Commission, other compensation in the
form of perquisites and other personal benefits has been omitted in those
instances where the aggregate amount of such perquisites and other
personal benefits constituted less than the lesser of $50,000 or 10% of
the total of annual salary and bonuses for the officer for such year.
(2) This column excludes the following options issued in the 1997 Merger upon
conversion of outstanding Trotter Inc. options: Mr. Haines (213,653), Mr.
Hurley (42,730) and Ms. Slein (10,683).
(3) Consists of the sum of (a) contributions made by the Corporation under
its 401(K) Plan, which for 1999 aggregated $8,366 for Mr. Haines, $5,033
for Mr. Sweeney, $5,020 for Ms. Slein, and $5,031 for Mr. Hurley; and (b)
the taxable portion of group term life insurance over $50,000, which for
1999 aggregated $1,043 for Mr. Haines, $1,124 for Mr. Sweeney, $552 for
Ms. Slein, $305 for Mr. Rosenfield, $359 for Mr. Wallace and $2,475 for
Mr. Hurley. Also includes relocation expenses of $128,146 paid to or on
behalf of Mr. Rosenfield.
(4) Includes compensation received from Trotter Inc. prior to the 1997
Merger.
8
<PAGE>
Option Grants in 1999
The following table shows all grants of options to the Named Executive
Officers of the Corporation in 1999:
<TABLE>
<CAPTION>
Individual Grants(1)
------------------------------------------------- Potential Realizable Value at
% of Total Assumed Annual Rates of Stock
Options Options Granted Exercise Appreciation for Option Term(2)
Granted to Employees in Price Expiration ----------------------------------
Name (# of shares) 1999 ($/Sh) Date 0% ($) 5% ($) 10% ($)
- ---- ------------- --------------- -------- ---------- --------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Peter C. Haines......... 4,000 3.1% $4.0625 9/14/09 $ 0 $10,220 $ 25,898
Michael T. Sweeney...... -- -- -- -- -- -- --
Karen A. Slein.......... 4,000 3.1% 4.0625 9/14/09 0 10,220 25,898
Gary R. Rosenfield...... 4,000 3.1% 4.0625 9/14/09 0 10,220 25,898
20,000 15.5% 4.6625 5/24/09 0 57,387 145,429
Thor T. Wallace......... 4,000 3.1% 4.0625 9/14/09 0 10,220 25,898
15,000 11.6% 4.25 4/26/09 0 40,092 101,601
William S. Hurley....... -- -- -- -- -- -- --
</TABLE>
- --------
(1) The options were granted under the terms of the Corporation's Stock Option
Plan at a per share exercise price equal to the market price of a Common
Share on the date of grant. The options become exercisable either at the
end of three years or over four years in annual increments of 25%
beginning one year after the date of grant. The Stock Option Committee has
the right to accelerate the exercisability of any of the options.
(2) The potential realizable value is the product of (a) the difference
between: (i) the product of the per-share market price at the time of the
grant and the sum of 1 plus the adjusted stock price appreciation rate
(i.e., the assumed rate of appreciation compounded annually over the term
of the option) and (ii) the per-share exercise price of the option; and
(b) the number of securities underlying the grant at fiscal year-end. The
dollar amounts under these columns are the result of calculations at 0%
and the 5% and 10% assumed rates of appreciation prescribed by the
Securities and Exchange Commission, and, therefore, are not intended to
forecast possible future appreciation, if any, of the market price of the
Corporation's Common Shares. The actual value that any Named Executive
Officer may realize, if any, will depend on the amount by which the market
price of the Common Shares at the time of exercise exceeds the exercise
price.
Aggregated Option Exercises in 1999 and
Option Values at December 31, 1999
The following table provides information as to the value of options held by
the Named Executive Officers at year-end measured in terms of the closing price
of a Common Share on December 31, 1999 ($2.625 per share). None of the Named
Executive Officers exercised any options during 1999.
<TABLE>
<CAPTION>
Number of Securities Value of the Unexercised
Shares Value Underlying Unexercised In-the-Money Options at
Acquired on Realized Options at Dec. 31, 1999 (#) Dec. 31, 1999 ($)(2)
Name Exercise (#) ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ -------- ---------------------------- -------------------------
<S> <C> <C> <C> <C>
Peter C. Haines......... -- -- 215,528/247,625 $0/$0
Michael T. Sweeney...... -- -- 1,625/4,875 $0/$0
Karen A. Slein.......... -- -- 14,058/11,125 $0/$0
Gary S. Rosenfield...... -- -- 0/24,000 $0/$0
Thor T. Wallace......... -- -- 0/19,000 $0/$0
William S. Hurley....... -- -- 43,730/0 $0/$0
</TABLE>
- --------
(1) Value realized is the difference between the market price of a Common
Share on the date of exercise and the exercise price of the option,
multiplied by the number of Common Shares underlying the option.
(2) Value of unexercised "in-the-money" options is the difference between the
market price of a Common Share on December 31, 1999 and the exercise price
of the option, multiplied by the number of Common Shares underlying the
option.
9
<PAGE>
Employment Agreements
The Corporation has entered into employment agreements with its executive
officers. Under these agreements, the employment may be terminated with or
without cause at any time. In the event that the Corporation terminates the
officer's employment other than "for cause", the Corporation is obligated to
continue normal salary payments for one year (two years, in the case of Mr.
Haines). The employment agreements of the executive officers provide that upon
a change of control, as defined, the officer may resign and continue to receive
salary for six months (one year, in the case of Mr. Haines). Pursuant to the
agreement, each officer has agreed not to compete with the Corporation during
his employment and for a period of two years thereafter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 2000, information with
respect to the number of Common Shares of the Corporation beneficially owned by
each director and nominee for director of the Corporation, by each of the Named
Executive Officers identified herein under the caption "Summary Compensation
Table", except Mr. Hurley (who is no longer employed by the Company and as to
whom the number of shares owned, if any, is not known), and by all directors
and executive officers of the Corporation as a group. Except as otherwise
indicated, all shares are owned directly.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership of Class
------------------------ -------------------- --------
<S> <C> <C>
UM Holdings Ltd................................. 4,235,856(1) 48.7%
56 Haddon Avenue
Haddonfield, New Jersey 08033
Grace & White, Inc.(2).......................... 864,100 9.9%
515 Madison Avenue
Suite 1700
New York, NY 10022
Surgical Appliance Industries, Inc.(3).......... 529,600 6.1%
3960 Rosslyn Drive
Cincinnati, Ohio 4520
Dimensional Fund Advisors, Inc.(4).............. 478,500 5.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
John Aglialoro, Chairman(5)..................... 4,251,738(6) 48.9%
Joan Carter, Vice Chair(5)...................... 4,240,604(6) 48.7%
Peter C. Haines, President, CEO, Director....... 215,528(7) 2.4%
Gary S. Rosenfield, Sr. Vice President Sales
& Marketing.................................... 5,000(7) *
Thor T. Wallace, Vice President--Chief
Information Officer............................ 3,750(7) *
Michael T. Sweeney, Vice President--Technology
& Development.................................. 1,625(7) *
Karen A. Slein, Vice President--Human
Resources...................................... 14,058(7) *
James H. Carll, Director........................ 8,784 *
Kay Knight Clarke, Director..................... 6,627 *
Arthur W. Hicks, Jr., Director.................. 47,478(7) *
Jerry Lee, Director............................. 14,021(7) *
Alan H. Weingarten, Director.................... 9,615 *
All directors, nominees and executive officers
as a group (consisting of 14 persons).......... 4,577,924(7) 50.9%
</TABLE>
- --------
* Less than 1%
10
<PAGE>
(1) Represent shares owned by its wholly-owned subsidiaries, UM Equity Corp.
and UM Investment Corporation. These shares have been pledged to a
financial institution to secure a loan to UM Holdings Ltd. in the normal
course of its business, which pledge could result in a change of control
of the Corporation.
(2) Information is based upon filing made with the Securities Exchange
Commission. The Corporation assumes no responsibility for the accuracy of
such information.
(3) The information concerning Surgical Appliance Industries, Inc. was
provided by the shareholder. The Corporation assumes no responsibility
for the accuracy of such information. The natural person exercising
voting and investment power over such shares is L. Thomas Applegate,
President and COO of Surgical Appliance Industries, Inc.
(4) Information is based upon filing made with the Securities Exchange
Commission. The Corporation assumes no responsibility for the accuracy of
such information. Shares are owned by funds for which Dimensional Fund
Advisors, Inc. furnishes investment advice or serves as investment
manager, and Dimensional disclaims beneficial ownership.
(5) Mr. Aglialoro and Ms. Carter's address is the same as UM Holdings.
(6) Includes 4,235,856 shares beneficially owned by UM Holdings Ltd., of
which Mr. Aglialoro and Ms. Carter are the principal stockholders and act
as executive officers and directors. While Mr. Aglialoro and Ms. Carter
are married, each has sole voting and investment power with respect to
his or her shares of Common Stock, and the amount next to each person's
name reflects the number of shares owned by such person and excludes
shares owned by the other.
(7) The amount next to individual's name includes shares which the individual
has the right to acquire within sixty days through the exercise of stock
options, as follows: Mr. Haines, 215,528 shares; Mr. Rosenfield, 5,000
shares; Mr. Wallace, 3,750 shares; Mr. Sweeney, 1,625 shares; Ms. Slein,
14,058 shares; Mr. Hicks, 42,730 shares; Mr. Lee, 4,273 shares. The
number of shares which all directors and executive officers as a group
have the right to acquire within sixty days is 286,964 shares of Company
Common Stock. In each case the percent of class is calculated on the
basis that such shares are deemed outstanding. No voting or investment
power exists with respect to shares prior to acquisition.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of l934 requires the
Corporation's officers and directors, and any persons who own more than ten
percent of the Corporation's Common Shares to file reports of initial
ownership of the Corporation's Common Shares and subsequent changes in that
ownership with the Securities and Exchange Commission and the American Stock
Exchange. Officers, directors and greater than ten-percent beneficial owners
are also required to furnish the Corporation with copies of all Section 16(a)
forms they file. Based solely upon a review of the copies of the forms
furnished to the Corporation, or written representations from certain
reporting persons that no Forms 5 were required, the Corporation believes that
during 1999 all Section 16(a) filing requirements were complied with.
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
FOR 2001 ANNUAL MEETING
Any proposals by a shareholder intended to be presented at the 2001 Annual
Meeting of Shareholders must be received by the Corporation no later than
December 19, 2000 and be in compliance with applicable Securities and Exchange
Commission regulations, for inclusion in the Corporation's proxy statement
relating to such meeting.
The Corporation's by-laws provide that any shareholder entitled to vote for
the election of directors at a meeting may nominate persons for election as
directors only if written notice of such shareholder's intent to make such
nomination is given, either by personal delivery or by United States mail,
postage pre-paid, to the Secretary of the Corporation not later than (i) with
respect to an election held at an annual meeting of shareholders, 90 days in
advance of such meeting and (ii) with respect to an election to be held at a
special meeting of
11
<PAGE>
shareholders for the election of directors, the close of business on the
seventh day following the date on which notice of such meeting is first given
to shareholders. A copy of the pertinent by-law provision, which sets forth
additional requirements for the form of such notice, is available on request
to the Corporate Secretary, Cybex International, Inc., 10 Trotter Drive,
Medway, Massachusetts 02053.
In accordance with Rule 14a-4(c) promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, the
holders of proxies solicited by the Board of Directors in connection with the
2001 Annual Meeting may vote such proxies in their discretion on certain
matters as more fully described in such rule, including without limitation on
any matter coming before the meeting as to which the Corporation does not have
notice on or before March 4, 2001.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP, independent public
accountants, to audit the financial statements of the Corporation for the
fiscal year ending December 31, 2000. Representatives of Arthur Andersen LLP
are expected to attend the 2000 Annual Meeting of Shareholders of the
Corporation and will be afforded an opportunity to make a statement and to
respond to appropriate questions.
SOLICITATION OF PROXIES
Proxies may be solicited by directors, officers and a small number of
regular employees of the Corporation personally or by mail, telephone,
telegraph or otherwise, but such persons will not be specially compensated for
such service. Banks and brokers will be requested to solicit proxies from
their customers, where appropriate, and the Corporation will reimburse them
for their reasonable expenses. The cost of such solicitation will be borne by
the Corporation.
OTHER MATTERS
Management is not aware of any matters to be presented for action at the
meeting other than the election of directors and does not intend to bring any
other matters before the meeting. However, if other matters properly come
before the meeting, it is intended that the holders of proxies solicited
hereby will vote thereon in their discretion.
By Order of the Board of Directors
Joan Carter
Secretary
Medway, Massachusetts
April 18, 2000
12
<PAGE>
REVOCABLE PROXY
CYBEX INTERNATIONAL, INC.
PLEASE MARK VOTES
AS IN THIS EXAMPLE
2000 Annual Meeting of Shareholders
PROXY FOR HOLDERS OF COMMON STOCK
Proxy Solicited on Behalf of The Board of Directors
The undersigned hereby appoints Peter C. Haines, Paul O. Webber III and James H.
Carll, or any of them, with full power of substitution, the proxy of the
undersigned to represent the undersigned at the Annual Meeting of Shareholders
of Cybex International, Inc. to be held on May 23, 2000, or at any adjournment
or postponement thereof, and to vote the number of shares of the Common Stock of
Cybex International, Inc. which the undersigned would be entitled to vote if
personally present:
Please be sure to sign and date
this Proxy in the box below.
Date
Shareholder sign above
Co-holder (if any) sign above
E
S
O
P
With- For All
For hold Except
1. The election as directors of all nominees listed (except as marked to the
contrary below):
John Aglialoro Jerry Lee
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
2. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, shares of the Common Stock
represented by this proxy will be voted FOR the election of the nominees listed
above. This proxy may be revoked at any time prior to the time it is voted.
When signing the proxy, please date it and take care to have the signature
conform to the shareholder's name as it appears on this proxy. If shares are
registered in the names of two or more persons, each person should sign.
Executors, administrators, trustees and guardians should so indicate when
signing.
You are urged to sign and return your proxy without delay in the return
envelope provided for that purpose which requires no postage if mailed in the
United States.
Detach above care, sign, date and mail in postage paid envelope provided.
CYBEX INTERNATIONAL, INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
<PAGE>
REVOCABLE PROXY
CYBER INTERNATIONAL, INC.
PLEASE MARK VOTES
AS IN THIS EXAMPLE
2000 Annual Meeting of Shareholders
PROXY FOR HOLDERS OF COMMON STOCK
Proxy Solicited on Behalf of The Board of Directors
The undersigned hereby appoints Peter C. Haines, Paul O. Webber III and James H.
Carll, or any of them, with full power of substitution, the proxy of the
undersigned to represent the undersigned at the Annual Meeting of Shareholders
of Cybex International, Inc. to be held on May 23, 2000, or at any adjournment
or postponement thereof, and to vote the number of shares of the Common Stock of
Cybex International, Inc. which the undersigned would be entitled to vote if
personally present:
Please be sure to sign and date
this Proxy in the box below.
Date
Shareholder sign above
Co-holder (if any) sign above
With- For All
For hold Except
1. The election as directors of all nominees listed (except as marked to the
contrary below):
John Aglialoro Jerry Lee
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
2. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, shares of the Common Stock
represented by this proxy will be voted FOR the election of the nominees listed
above. This proxy may be revoked at any time prior to the time it is voted.
When signing the proxy, please date it and take care to have the signature
conform to the shareholder's name as it appears on this proxy. If shares are
registered in the names of two or more persons, each person should sign.
Executors, administrators, trustees and guardians should so indicate when
signing.
You are urged to sign and return your proxy without delay in the return
envelope provided for that purpose which requires no postage if mailed in the
United States.
Detach above card, sign, date and mail in postage paid envelope provided.
CYBEX INTERNATIONAL, INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
