SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to section 240.14a-11(c) or section
240.14a-12
ALPNET, INC.
(Name of Registrant as Specified in its Charter)
ALPNET, INC.
Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) 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:
( ) 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:
ALPNET, INC.
4444 SOUTH 700 EAST, SUITE 204
SALT LAKE CITY, UTAH 84107-3075
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 8, 1995
To the Shareholders of ALPNET, Inc.:
Notice is hereby given that the Annual Meeting of the Shareholders of
ALPNET, Inc. (the "Company"), will be held on Thursday, June 8, 1995, at 1:00
p.m., Mountain Daylight Time, in the offices of ALPNET, Inc., 4444 South 700
East, Suite #204, Salt Lake City, Utah, for the following purposes:
1. To elect directors for the terms specified in the enclosed Proxy
Statement;
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the year 1995; and
3. To transact any other business which may properly come before the
meeting.
Only the shareholders of record at the close of business on March 17,
1995 are entitled to receive notice and to vote at the meeting and any
adjournments thereof. A list of shareholders as of such date will be
available for examination by any shareholder for any appropriate purpose
relating to the meeting, at the offices of the Company, for ten days prior to
June 8, 1995.
The solicitation of proxies in the enclosed form is made on behalf of
the Board of Directors of the Company.
By Order of the Board of Directors
D. Kerry Stubbs
Secretary
Salt Lake City, Utah
March 27, 1995
IT IS IMPORTANT THAT ALL SHAREHOLDERS BE REPRESENTED AT THE MEETING.
Shareholders who are unable to attend in person SHOULD IMMEDIATELY MARK,
SIGN, DATE AND RETURN the accompanying form of proxy in the enclosed self-
addressed envelope. If you attend the meeting, you may, if you wish, revoke
your proxy and vote in person. The proxy may be revoked at any time prior to
its exercise in the manner described in the Proxy Statement.
ALPNET, INC.
4444 SOUTH 700 EAST, SUITE 204
SALT LAKE CITY, UTAH 84107-3075
MARCH 27, 1995
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
by the Board of Directors of ALPNET, Inc. (the "COMPANY"), of proxies to be
voted at the Annual Meeting of Shareholders of the Company to be held in the
offices of ALPNET, Inc., 4444 South 700 East, Suite #204, Salt Lake City,
Utah, on Thursday, June 8, 1995, at 1:00 p.m., Mountain Daylight Time, and at
any and all adjournments thereof. This proxy statement and the accompanying
form of proxy will be first sent or given to shareholders on or about April
10, 1995.
Your vote is important. Accordingly, you are urged to sign and return
the enclosed proxy whether or not you plan to attend the meeting. If you do
attend, you may vote by ballot at the meeting, thereby canceling any proxy
previously given.
ANY SHAREHOLDER WHO EXECUTES A PROXY MAY REVOKE IT ANY TIME BEFORE IT
IS VOTED BY NOTIFYING THE SECRETARY OF THE COMPANY, IN WRITING, OF THE
REVOCATION, OR BY DULY EXECUTING ANOTHER PROXY BEARING A LATER DATE, OR BY
ATTENDING THE MEETING AND EXPRESSING A DESIRE TO VOTE HIS OR HER SHARES IN
PERSON.
The cost of this solicitation will be borne by the Company. The
Company will use its own employees to assist in the solicitation of proxies.
Although there is no formal agreement to do so, the Company may also
reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding proxy materials to
their principals.
VOTING SECURITIES
The Company's authorized capital stock consists of 40 million shares of
no par value Common Stock and 2 million shares of Preferred Stock. As of
March 17, 1995 (the "RECORD DATE"), shares which are entitled to vote at the
meeting include: (i) 15,562,223 shares of Common Stock; (ii) 459,411 shares
of series B Preferred Stock which has voting rights as if the preferred
shares had been converted to common shares at the ratio of three common
shares for each preferred share, for a total equivalent number of 1,378,233
common shares; and (iii) 584,257 shares of series C Preferred Stock which has
voting rights as if the preferred shares had been converted to common shares
at the ratio of nine common shares for each preferred share, for a total
equivalent number of 5,258,313 common shares. Only those shareholders of
record at the close of business on the Record Date will be entitled to vote.
Each shareholder of Common Stock will be entitled to one vote for each common
share owned by him or her. Each shareholder of series B Preferred Stock will
be entitled to three votes for each series B preferred share owned by him or
her and each shareholder of series C Preferred Stock will be entitled to nine
votes for each series C preferred share owned by him or her. The affirmative
vote of a majority of shares represented at the meeting will be the act of
the shareholders. Unless contrary instructions are given, all shares
represented by the persons named in the enclosed form of proxy will be voted
"FOR" each of the proposals and otherwise in the discretion of any of the
persons acting as proxies.
PRINCIPAL SHAREHOLDERS
<TABLE>
The following table sets forth, as of March 17, 1995, the beneficial
ownership of the Company's Common Stock and Common Stock equivalents by (i)
each person known to the Company to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock, and (ii) all directors and
executive officers as a group. Detailed information regarding voting
securities beneficially owned by directors and director nominees are
disclosed under Election of Directors, below. The information shown below
was furnished to the Company by the respective persons listed.
<CAPTION>
Shares of
Common Stock
and Equivalents Percent of
Beneficially- Common Stock
Name and Address Owned As of and Equivalents
of Beneficial Owner March 17, 1995 (1)(2) Outstanding (1)(2)
<S> <C> <C>
H. F. Boeckmann, II 6,790,939(3) 32.45%
15505 Roscoe Boulevard
Sepulveda, CA 91343
NFT Ventures, Inc. 3,112,364(4) 18.49%
10050 North Wolfe Road
Suite SW2-240
Cupertino, CA 95014
Ogilvy & Mather (Canada) Ltd. 1,068,076 6.86%
33 Yonge Street
Toronto, Ontario
Canada M5E 1X6
Richard L. Warner 1,064,097(5) 6.84%
770 South West Temple, Suite #201
Salt Lake City, UT 84101
All executive officers and 846,626(6) 5.37%
directors as a group
(6 persons)
<FN>
(1) The persons named in the table above have sole voting power with
respect to all shares of Common Stock and Common Stock equivalents
beneficially owned by them, subject to joint tenancy and community
property laws, where applicable, and the information contained in the
notes to this table.
The percentages indicated in the table have been computed assuming that
each shareholder has exercised all of his available options to acquire
Common Stock and has converted all of his Preferred Stock to Common
Stock and that no other shareholder has made the same exercise or
conversion, thus indicating the maximum percentage share of ownership
possible.
The Preferred Stock has voting rights as if the Preferred Stock has
been converted to Common Stock, at the ratio of three common shares for
each preferred share of series B Preferred Stock and at the ratio of
nine common shares for each preferred share of series C Preferred
Stock. Holders of the Preferred Stock have these voting rights even if
the Preferred Stock is never converted to Common Stock.
(2) These amounts do not include shares reserved for issuance pursuant to
exercise of stock options granted under the Company's 1983 Non-
Statutory Stock Option Plan which options are not exercisable within 60
days of March 17, 1995.
(3) Includes: (i) 90,800 shares of Common Stock owned by Mr. Boeckmann's
immediate family, as to which he disclaims beneficial ownership; (ii)
617,646 shares of Common Stock issuable upon the exercise of the right
to convert series B Preferred Stock which right is exercisable within
60 days of March 17, 1995; and (iii) 4,749,219 shares of Common Stock
issuable upon the exercise of the right to convert series C Preferred
Stock which right is exercisable within 60 days of March 17, 1995.
(4) Includes: (i) 760,587 shares of Common Stock issuable upon the
exercise of the right to convert series B Preferred Stock which right
is exercisable within 60 days of March 17, 1995; and (ii) 509,094
shares of Common Stock issuable upon the exercise of the right to
convert series C Preferred Stock which right is exercisable within 60
days of March 17, 1995.
(5) Includes: (i) 587,485 shares owned by a corporation of which Mr. Warner
is a principal shareholder, officer and director, as to which he
disclaims beneficial ownership; and (ii) 5,110 shares of Common Stock
owned by Mr. Warner's immediate family, as to which Mr. Warner
disclaims beneficial ownership. All of the Common Stock reported as
beneficially owned by Mr. Warner has been assigned to NFT Ventures,
Inc. and related entities as collateral security for certain business
obligations unrelated to the Company.
(6) Includes: (i) 632,137 shares of Common Stock issued and outstanding;
and (ii) 214,489 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of March 17, 1995.
</FN>
</TABLE>
ELECTION OF DIRECTORS
At the meeting, four directors are to be elected to hold office for one
year or until their successors shall be elected and qualified or until they
resign. Unless authority is withheld, it is the intention of the persons
named in the enclosed form of proxy to vote "FOR" the election of the persons
identified as nominees for director in the table below. If the candidacy of
any one or more of such nominees should, for any reason, be withdrawn, the
proxies will be voted "FOR" such other person or persons, if any, as may be
nominated by the Board of Directors. The Board of Directors has no reason to
believe that any nominee named herein will be unable or unwilling to serve.
The election of each director requires the affirmative vote of not less than
a majority of the issued and outstanding Common Stock and Preferred Stock
represented and entitled to vote at the meeting. Each share of Common Stock
will be entitled to one vote for each director; each share of series B
Preferred Stock will be entitled to three votes for each director; and each
share of series C Preferred Stock will be entitled to nine votes for each
director.
No arrangement or understanding exists between any director or
executive officer and any other person pursuant to which any director or
executive officer was nominated or is to be elected as a director or officer.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTORS OF THE COMPANY.
INFORMATION ABOUT DIRECTORS
<TABLE>
The following table sets forth the name and age of each nominee, the
position and office with the Company held by each nominee, the year each
first became a director, and the beneficial ownership of stock in the Company
of each. The information below the table sets forth the principal
occupation, employment and business experience of each nominee during the
past five years.
<CAPTION>
Shares of
Common Stock
and Equivalents Percent of
First Beneficially Owned Common Stock
Name, Address Became As of and Equivalents
and Position Age a Director March 17, 1995(1)(2) Outstanding(1)(2)
Nominees for Director
<S> <C> <C> <C> <C>
James R. Morgan 48 1990 1,000 *
54 West 700 South
Suite #200
Salt Lake City, UT 84101
Director and Chairman
Michael F. Eichner 49 1988 349,786 2.25%
69A Parkhall Road
West Dulwich
London SE21 8EX
Director
Thomas F. Seal 41 1989 117,000(3) *
4444 South 700 East
Suite #204
Salt Lake City, UT 84107
President and Chief
Executive Officer,
Director
John W. Wittwer 49 1993 116,000(4) *
4444 South 700 East
Suite #204
Salt Lake City, UT 84107
Executive Vice President,
Director
<FN>
* Less than 1%
(1) The persons named in the table have sole voting power with respect to
all shares of Common Stock and Common Stock equivalents beneficially
owned by them, subject to joint tenancy and community property laws,
where applicable, and the information contained in the notes to this
table.
The percentages indicated in the table have been computed assuming that
each director or nominee has exercised all of his available options to
acquire Common Stock and that no other shareholder has made the same
exercise, thus indicating the maximum percentage share of ownership
possible.
(2) These amounts do not include shares reserved for issuance pursuant to
exercise of stock options granted under the Company's 1983 Non-
Statutory Stock Option Plan which options are not exercisable within 60
days of March 17, 1995.
(3) Includes 95,489 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of March 17, 1995.
(4) Includes 114,000 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of March 17, 1995.
<FN>
</TABLE>
JAMES R. MORGAN. Mr. Morgan has served as a director of the Company since
May 1990 and is currently the Chairman of the Board of Directors. Mr. Morgan
is an attorney currently serving as Vice President and Director of NFT
Ventures, Inc., a private investment company, which is a principal
shareholder of the Company. In addition, Mr. Morgan serves as a director of
several computer-related hardware and software start-up companies. Prior to
his affiliation with NFT Ventures, Inc. and its related companies, Mr. Morgan
was a founder and director of a real estate syndication firm from 1983 to
1987. From December of 1979 through June 1983 he was employed by CFS
Financial Corporation serving in the General Counsel's office. From 1974
through 1979, he maintained a private law practice. Mr. Morgan holds a B.S.
degree from Brigham Young University and a J.D. degree from the University of
Utah.
MICHAEL F. EICHNER. Mr. Eichner is chairman of EUROSIS Group P.L.C. of
London, England, a company involved in providing language interpretation
services. He served from 1985 to March 1988 as the Executive Chairman of
Interlingua Group Ltd. of London, England, then the largest translation
company in Europe. He joined Interlingua in 1978 and served as its Managing
Director until 1985, when he assumed the position of Executive Chairman. In
1988, the Company acquired Interlingua Group Ltd. Mr. Eichner has served as
a director of the Company since May 1988.
THOMAS F. SEAL. Mr. Seal joined the Company in January 1987 as its Vice
President of Research and Development. In June 1988, Mr. Seal assumed
responsibility for the Company's Canadian operations, and he resided in
Canada from October 1988 to March 1989 where he directed the restructuring of
Canadian operations. In April 1989, Mr. Seal returned to the U.S., and was
named President and Chief Executive Officer on May 16, 1989. Mr. Seal was
elected to the Board of Directors in June 1989. Mr. Seal received his B.S.
degree in Computer Science from Brigham Young University in 1975, and since
that time has held a variety of technical and management positions in
companies related to the computer industry.
JOHN W. WITTWER. Mr. Wittwer is one of the founders of the Company. He is
currently serving as Executive Vice President, and has been employed by the
Company since 1982 serving in various positions including Vice President of
Finance and Administration, Director of Administration, Executive Vice
President, Chief Executive Officer, Treasurer and Chief Financial and
Accounting Officer. Mr. Wittwer served as Executive Vice-President of R. L.
Warner Enterprises from 1978 to 1982. Mr. Wittwer is a Certified Public
Accountant and practiced public accounting with Ernst & Young and other
certified public accounting firms from 1968 to 1978. Mr. Wittwer has served
as a director of the Company since May 1993.
COMMITTEES OF THE BOARD OF DIRECTORS
AND MEETING ATTENDANCE
The Board of Directors has the responsibility of establishing broad
corporate policies and overseeing the overall performance of the Company.
Regular meetings of the Board of Directors are held once each quarter, and
special meetings are scheduled when required. There were four meetings of
the Board of Directors during fiscal 1994. One director attended three of
the 1994 Board meetings, and all of the other directors attended all of the
meetings.
The Company has a standing Audit and Budget Committee of the Board of
Directors composed of Messrs. Eichner and Morgan. The principal audit-
related functions of the Audit and Budget Committee are to consider and
recommend the selection of independent public accountants to audit the
Company's financial statements, to review the Company's internal accounting
policies and controls, to review with the independent public accountants the
scope and content of their audit and their recommendations and comments with
respect to internal controls and accounting systems, and to reinforce the
independence of the independent public accountants. The principal budget-
related function of the Committee is to review and recommend for approval the
annual budget of the Company. During fiscal 1994, the Audit and Budget
Committee held one meeting.
The Company also has a standing Compensation Committee. Currently, the
only member of the Compensation Committee is Mr. Morgan. The functions of
the Compensation Committee include reviewing and making recommendations
concerning the compensation of executive officers, the granting of stock
options to employees, and the compensation policies of the Company. The
Compensation Committee held one meeting in 1994.
COMPENSATION OF DIRECTORS
Members of the Board of Directors are paid a quarterly fee of $200 for
services as a director. In addition, each director is paid $200 for
attendance at each meeting of the Board of Directors and $75 for attendance
at each meeting of any committees thereof. During 1994, $15,000 of
directors' fees were paid, most of which related to amounts earned in prior
years. As of December 31, 1994, $3,150 of directors' fees were accrued and
unpaid for 1994.
In addition to the above remuneration, Mr. Eichner was paid a total of
$24,996 for independent consulting services provided to the Company during
1994.
CERTAIN SIGNIFICANT EMPLOYEES
In addition to the directors who also serve as officers, the Company
has certain significant employees who are engaged in management positions in
its international translation operations, as follows:
FRANCISCO CIVIT, 35. Country Manager of ALPNET Spain. Born in
Barcelona, Mr. Civit is a Telecommunications Engineer and completed his
studies at the Engineer of Telecommunications Superior Technical School of
Barcelona in 1988. He worked as a Product Manager for Square D Company Spain
for several years. Later, he was General Manager of a lighting manufacturing
company before joining ALPNET in December of 1991. Mr. Civit is fluent in
Spanish and English.
J. DAVID HOLT, 57. Sales Director of ALPNET U.K. Mr. Holt has over 15
years of experience in the translation services business and has served as
U.K. Regional Director. Before joining ALPNET, Mr. Holt spent a number of
years doing research and development work and project management of advanced
avionic systems for the British Defense Department. Mr. Holt speaks English
and German.
RAYMOND J. KING, 38. Operations Director of ALPNET U.K. Mr. King
obtained his Bachelor of Arts degree in German in 1979, with additional
studies in French and English. He has been with the U.K. operation for 12
years and presently manages ALPNET U.K.'s international project management
team as well as its in-house electronic publishing group. Mr. King speaks
English and German.
GERALDINE LIM, 41. Director of ALPNET Asia. Ms. Lim was born in
Singapore and attended both Chinese and English schools developing her talent
with languages. Her professional career started in the travel industry in
the Far East. In the Singapore Foreign Service, she headed the Consular and
Administrative Departments of the Singapore Commission in Hong Kong.
Thereafter, she was a freelance journalist. She is currently responsible for
ALPNET's Far East operations in Singapore, Hong Kong and Korea. Ms. Lim is
fluent in Chinese and English.
DAVID J. MARSHALL, 33. Regional Director and Finance Director of
ALPNET U.K. Mr. Marshall graduated with a degree in French and German from
the University of Durham in 1984. He qualified as a Chartered Accountant
with Arthur Andersen & Co. before joining ALPNET in 1988. Mr. Marshall has
operational responsibility over several of the U.K. offices and also
coordinates accounting and finance matters between European subsidiaries and
U.S. corporate headquarters. Mr. Marshall is fluent in English, French and
German.
DENIS MARTIN, 34. Country Manager of ALPNET France. Born in French
Canada, Mr. Martin graduated with a degree in French-English Translation from
the Concordia University in 1986. After two years in freelance translation,
he joined ALPNET Canada as Medical Translation Manager. He held positions in
marketing and production in Canada before moving to France where he took over
the management of ALPNET France. Mr. Martin is fluent in French and English.
DR. FRANCOIS MASSION, 40. Country Manager of ALPNET Germany. Dr.
Massion graduated as a translator from the University of Mayence. He
obtained his Doctorate at Erlangen University. He worked in Germany for 11
years for a large Munich bank, for Erlangen University, and for a large
manufacturing company before joining ALPNET in 1989. Dr. Massion is fluent
in French, German and English.
D. KERRY STUBBS, 40. Chief Financial Officer, Treasurer, and
Secretary. Mr. Stubbs joined the Company in November 1993 as Vice President
Finance. He has been Chief Financial Officer and Treasurer since June 1994
and Secretary since February 1995. His responsibilities include coordinating
the international accounting, finance and taxation functions of the Company
as well as managing and directing these functions in the U.S. A Certified
Public Accountant, he practiced with Ernst & Young for 13 years prior to
joining the Company.
CHRIS VAN KROONENBURG, 47. Business Director, ALPNET U.K. Core
Operations. Mr. van Kroonenburg graduated with a degree in Italian and
French from the University of London in 1969. He gained international
commercial experience with four years in the food importing industry before
joining ALPNET in 1974. Based in Croydon, he now heads up the Core
Operations department concentrating on expanding and developing the U.K.
company's traditional translation market. Mr. van Kroonenburg speaks
English, Dutch, Italian and French.
DANIEL D. VINCENT, 40. Country Manager of ALPNET Canada. Mr. Vincent
is a Certified Management Accountant (Canada) and holds an M.B.A. degree from
Concordia University and a Bachelor of Business Administration with Honors
from Bishops University. Mr. Vincent has been managing ALPNET Canada since
1988. Previously, Mr. Vincent spent three years as Vice President of Finance
and Administration at Comp-U-Card Canada, a large telemarketing service, and
six years as Corporate Controller/Treasurer for a subsidiary of RCA. Mr.
Vincent is fluent in French and English.
EXECUTIVE COMPENSATION
The information set forth below regarding Executive Compensation has
been prepared in compliance with the SEC's Regulation S-B. Regulation S-B
simplifies ongoing disclosure and filing requirements for qualifying small
businesses in an effort to reduce the compliance burdens placed on them by
the Federal securities laws. Accordingly, the Company is exempt from some of
the expanded executive compensation reporting requirements.
<TABLE>
The following Summary Compensation Table sets forth the cash
compensation and certain other components of the compensation of Thomas F.
Seal, the President and Chief Executive Officer of the Company, and the other
most highly compensated executive officers (named executives) of the Company,
whose total annual salary and bonus exceeded $100,000 in 1994.
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
Other Securities
Annual Restricted Underlying All other
Compen- Stock Options/ LTIP Compen-
Name and Salary Bonus(1) sation(2) Award(s) SARs Payouts sation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas F. Seal 1994 120,000 0 1,600 0 0 0 0
President and Chief
Executive Officer 1993 113,420 8,750 1,600 0 50,000 0 0
1992 107,000 0 1,600 0 20,000 0 0
John W. Wittwer 1994 118,000 0 1,600 0 0 0 0
Executive Vice President 1993 111,300 8,750 800 0 50,000 0 0
1992 105,000 0 0 0 20,000 0 0
<FN>
(1) Certain of these amounts were paid in 1994.
(2) Represents directors' fees earned for the
respective years.
</FN>
</TABLE>
OPTION GRANTS IN 1994
No options to purchase Common Stock were granted during 1994 to the
executives named in the Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN 1994
AND DECEMBER 31, 1994 OPTION/SAR VALUES
<TABLE>
The following table sets forth certain information concerning the
exercise in 1994 of options to purchase Common Stock by the Executives named
in the Summary Compensation Table and the unexercised options to purchase
Common Stock held by such individuals at December 31, 1994.
<CAPTION>
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Shares Options/SARs at Options/SARs at
Acquired Value 12/31/94 (#) 12/31/94 (2) ($)
on Exercise Realized(1) Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Thomas F. Seal 0 0 91,489 / 52,000 0 / 0
John W. Wittwer 0 0 110,000 / 52,000 0 / 0
<FN>
(1) The value realized equals the aggregate amount of the excess of the fair
market value on the date of exercise (the average of high and low prices
of Common Stock as reported in the NASDAQ System statistical report for
the exercise date) over the relevant exercise price.
(2) The value is calculated based on the aggregate amount of the excess of
the average of the high and low prices of Common Stock as reported in the
NASDAQ System statistical report for December 31, 1994 ($.3125) over the
relevant exercise price(s). Options are "in-the-money" if the fair
market value of the underlying securities exceeds the exercise price of
the option.
</FN>
</TABLE>
COMPENSATION PURSUANT TO PLANS
INCENTIVE STOCK OPTION PLAN
As of December 31, 1994, 136,577 shares were reserved for issuance under
the 1981 Incentive Stock Option Plan (the "1981 PLAN"). As of December 31,
1994, an aggregate of 47,677 shares of Common Stock had been issued upon
exercise of options granted under the 1981 Plan, and no options were
outstanding. No options were granted during 1994. The Company is no longer
granting new options under the 1981 Plan primarily because of changes in the
U.S. individual income tax laws.
1983 NON-STATUTORY STOCK OPTION PLAN
The Company originally reserved 800,000 shares of Common Stock for
issuance under its 1983 Non-Statutory Stock Option Plan, as amended (the
"1983 PLAN"). The 1983 Plan is administered by the Board of Directors (with
recommendations from the Compensation Committee), which selects the optionees
and determines: (i) the number of shares subject to each option; (ii) when
the option becomes exercisable; (iii) the exercise price; and (iv) the
duration of the option, which cannot exceed ten years from the date of the
grant. The options granted pursuant to the Company's 1983 Plan are reserved
for issuance to key employees, executive officers, directors and independent
contractors of the Company and its subsidiaries. Generally, the options
expire if employment is terminated and are non-transferable except by Will or
the laws of descent and distribution as to accrued or vested portions. The
Board of Directors may also grant stock appreciation rights ("SAR's") in
connection with specific options granted under the 1983 Plan. Each SAR
entitles the holder to either cash (in an amount equal to the excess of the
fair market value of a share of the Company's Common Stock over the option
price of the related option) or Common Stock (with the number of shares
issued being determined by dividing the SAR's cash value by the fair market
value of a share on the SAR exercise date). SAR's may be granted at the same
time options under the 1983 Plan are granted and to holders of previously
granted options. In 1988, the initial term of the 1983 Plan expired. The
Board of Directors has extended the term of the 1983 Plan to 1998.
In August 1989, the shareholders of the Company approved a reallocation
of 263,423 of the shares originally reserved under the Company's 1981
Incentive Stock Option Plan as additional shares reserved for issuance under
the 1983 Plan. Accordingly, the number of shares reserved for issuance under
the 1983 Plan at December 31, 1994 was 1,063,423.
At December 31, 1994, 105,631 shares of Common Stock had been issued
upon exercise of options granted under the 1983 Plan, and options to purchase
an aggregate of 830,389 shares of the Company's Common Stock (net of
exercises and cancellations) were outstanding under the 1983 Plan. No SAR's
have been granted under the 1983 Plan.
PROFIT SHARING 401(K) PLAN
On January 2, 1986, the Company adopted a contributory profit sharing
plan ("PLAN") which is designed to meet the requirements for qualification
under Section 401(k) of the Internal Revenue Code. The adoption of the Plan
was approved by the Board of Directors in November 1985. Under the
provisions of the Plan, a covered employee may elect a salary reduction and
have an amount equal to the reduction of salary contributed to the Plan for
his or her benefit, which contribution is excluded from the covered
employee's taxable income. The Company has the discretion to make additional
contributions to the Plan for the benefit of the employees. However, the
total of the Company's deductible annual contribution may not exceed the
lesser of 15% of the employee's annual compensation or $30,000, reduced by
such employee's elective deferral of compensation, which may not exceed
$9,240 per annum. Company contributions to the Plan were $1,700 in 1994.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
<TABLE>
As of December 31, 1993, the Company's long-term debt to affiliates
consisted of the following:
<CAPTION>
Thousands of dollars
<S> <C>
Secured note payable to H.F. Boeckmann, II, due in quarterly
installments commencing March 31, 1994 through June 30, 1996,
interest at prime plus 1.5% payable monthly $1,632
Secured note payable (300,000 Swiss francs) to Michael F. Eichner,
due in quarterly installments commencing March 31, 1994 through
June 30, 1996, interest at 9% payable monthly 243
Unsecured note payable to NFT Ventures, Inc., due in quarterly
installments commencing March 31, 1994 through September 30, 1995,
interest at prime plus 3% payable quarterly 175
2,050
Less current portion 822
$1,228
</TABLE>
In June 1994, the Company completed a capital restructuring with all
three of the shareholders holding the debt described above. The agreements
with these shareholders provided for the following:
(1) Conversion of the debt owed to H.F. Boeckmann, II and NFT Ventures,
Inc. into a new series of Convertible Preferred Stock of the Company;
(2) Deferral of the due dates for repayment of the 300,000 Swiss franc
($243,000) note payable to Michael F. Eichner to 1996 and beyond; and
(3) Elimination of all of the outstanding warrants held by these
shareholders to purchase up to 8,390,000 additional shares of the
Company's Common Stock.
The conversion of $1,807,000 of debt ($1,743,000, net of related
costs) to preferred shares resulted in the issuance of 584,257 shares of Series
C Preferred Stock. H.F. Boeckmann, II, received 527,691 shares and NFT
Ventures, Inc. received 56,566 shares. This Preferred Stock is convertible
at the option of the shareholders into common shares at a rate of nine common
shares for each preferred share, has voting rights as if the preferred shares
were already converted, and features a 10% non-cumulative dividend subject to
the discretion of the Board of Directors.
In conjunction with the capital restructuring, the Company entered
into a "financial monitoring agreement" with H.F. Boeckmann, II which requires
the Company, among other things, to obtain prior approval for major financing
transactions, significant asset purchases or sale of a major portion of the
Company's assets.
During 1994 and 1993, the Company paid interest of approximately
$40,700 and $122,800, respectively, to Mr. Boeckmann, approximately $19,900 and
$19,500, respectively, to Mr. Eichner, and approximately $3,900 and $0,
respectively, to NFT Ventures, Inc.
During 1994 and 1993, the Company paid legal fees totaling
approximately $37,000 and $109,000, respectively, to the law firm of Jardine,
Linebaugh, Brown & Dunn, a P.C., of which Mr. Leo A. Jardine was Chairman of
the Board. Mr. Jardine served as Secretary of the Company and was also a
director until January 1995.
As of December 31, 1994, the Company has a $76,100 unsecured promissory
note receivable, bearing interest at prime plus 3%, from J.W. Wittwer,
Executive Vice President and director. The note balance was $84,300 at
December 31, 1993.
LITIGATION INVOLVING EXECUTIVE OFFICERS AND DIRECTORS
No executive officer or director of the Company has been during the
past five years, nor is presently, involved in any litigation material to
such executive officer's or director's ability to serve as such or as to his
integrity.
RATIFICATION OF SELECTION OF AUDITORS
Subject to ratification by the shareholders, the Board of Directors,
upon the recommendation of the Audit Committee, has selected the accounting
firm of Ernst & Young LLP to serve as auditors of the financial records of
the Company and its subsidiaries for the fiscal year ending December 31,
1995. The accounting firm of Ernst & Young LLP, and its predecessors, has
been the independent auditor of the Company and its subsidiaries since 1983.
If the shareholders do not ratify the selection of Ernst & Young LLP, the
Audit Committee will propose other auditors for selection by the Board of
Directors.
One or more representatives of Ernst & Young LLP are expected to be
present at the annual meeting and will have an opportunity to make a
statement and respond to appropriate questions.
THE SELECTION OF ERNST & YOUNG LLP WILL BE SUBMITTED FOR RATIFICATION
BY THE SHAREHOLDERS AT THE ANNUAL MEETING. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" RATIFICATION OF THE SELECTION.
VOTE NECESSARY FOR APPROVAL
A majority of the outstanding shares of Common Stock and Common Stock
equivalents of the Company represented at the annual meeting shall constitute
a quorum of the shareholders. Each matter to be voted upon at the annual
meeting for which this proxy statement is provided will be approved and
adopted if at least a majority of all outstanding shares of Common Stock and
Common Stock equivalents of the Company voted at the meeting are cast in
favor of such approval and adoption.
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at the 1996 Annual
Meeting of Shareholders must be received by the Company by November 27, 1995
to be considered by the Company for inclusion in the Company's proxy
statement and form of proxy relating to that meeting.
OTHER MATTERS
Neither the Company nor any of the persons named as proxies know of
matters other than those stated above to be presented and voted on at the
annual meeting. However, if any other matters should properly come before
the meeting, it is the intention of the persons named in the proxy to vote
the proxy in accordance with their judgment on such matters.
ANNUAL REPORT
The Annual Report to Shareholders of the Company for the fiscal year
ended December 31, 1994 includes the Company's Annual Report on Form 10-K and
has been mailed with this proxy statement to shareholders of record as of
March 17, 1995, but it is not deemed a part of the proxy soliciting
materials.
FINANCIAL STATEMENTS
Financial statements for the Company and its subsidiaries are included
in the Annual Report to Shareholders for the Year 1994.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO D. KERRY STUBBS, VICE
PRESIDENT FINANCE, ALPNET, INC., 4444 SOUTH 700 EAST, SUITE 204, SALT LAKE
CITY, UTAH, 84107-3075, A COPY OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE PROVIDED
WITHOUT CHARGE.
By Order of the Board of Directors
D. Kerry Stubbs
Secretary
Salt Lake City, Utah
March 27, 1995
PROXY FOR 1995 ANNUAL MEETING
OF SHAREHOLDERS OF
ALPNET, INC.
4444 SOUTH 700 EAST, SUITE 204
SALT LAKE CITY, UTAH 84107-3075
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas F. Seal and John W.
Wittwer, and each of them, as proxies of the undersigned, with
full power of substitution and revocation to each of them, for
and in the name of the undersigned to vote all shares of Common
Stock of ALPNET, Inc. (the "COMPANY"), which the undersigned
would be entitled to vote if personally present at the Company's
Annual Meeting of Shareholders to be held on June 8, 1995, and
at any adjournment or adjournments thereof, with all the powers
the undersigned would possess if personally present, with
authority to vote (i) as specified by the undersigned below, and
(ii) in the discretion of any proxy upon such other business as
may properly come before the meeting. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" 1 AND 2.
1. ELECTION OF DIRECTORS
o FOR all nominees listed below o WITHHOLD AUTHORITY
(except as marked to the contrary below) To vote for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Thomas F. Seal, Michael F. Eichner, James R. Morgan, and John W. Wittwer
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF THE COMPANY.
o FOR o AGAINST o ABSTAIN
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. IF NO DIRECTION
IS MADE, THE PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND
OTHERWISE IN THE DISCRETION OF ANY OF THE PROXIES.
Please sign exactly
as your name
appears on the
label to the left.
When shares are
held by joint
tenants, both
should sign. When
signing as
attorney, executor,
administrator,
trustee or
guardian, please
give full title as
such. If a
corporation, please
sign full corporate
name by President
or other authorized
officer. If a
partnership, please
sign in partnership
name by authorized
person.
Stockholder Signature
DATED this day of 1995.
PLEASE VOTE, SIGN, DATE, AND RETURN THIS Stockholder Signature
PROXY USING THE ENCLOSED ENVELOPE. (Joint Signature if Applicable)
