VIE de FRANCE CORPORATION
85 South Bragg Street
Alexandria, Virginia 22312
(703) 750-9600
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of Stockholders of Vie de
France Corporation (the "Company") will be held at the MGM Grand Hotel, 3799 Las
Vegas Boulevard South, Las Vegas, Nevada 89109 on Thursday, October 30, 1997, at
1:00 p.m. for the following purposes:
1. To elect seven directors to hold office for one year and until their
successors are elected and qualify;
2. To consider and act upon the proposal to amend the Company's 1992
Stock Option Plan to increase to 1,753,000 the number of shares which
may be issued pursuant to the Plan;
3. To consider and act upon a proposal to change the name of the Company
to Cuisine Solutions, Inc.;
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only the stockholders of record at the close of business on September 26,
1997 will be entitled to vote at the meeting.
All stockholders are requested to be present in person or by proxy. For
the convenience of those stockholders who do not expect to attend the meeting in
person and desire to have their stock voted, a form of proxy and an envelope for
which no postage is required, are enclosed. Any proxy may be revoked at any time
prior to its exercise by filing with the Secretary of the Company a written
notice of revocation, by delivering a duly executed proxy bearing a later date,
or by attending the Annual Meeting and voting in person.
Please complete, sign, date and mail promptly the accompanying proxy card
in the return envelope furnished for that purpose, whether or not you plan to
attend the meeting. Your cooperation is appreciated since a majority of the
Common Stock must be represented, either in person or by proxy, to constitute a
quorum for the conduct of business.
By Order of the Board of Directors
Jean-Louis Vilgrain
Chairman of the Board
Alexandria, Virginia
September 27, 1997
<PAGE>
VIE de FRANCE CORPORATION
85 South Bragg Street
Alexandria, Virginia 22312
PROXY STATEMENT
This Proxy Statement is furnished to stockholders of Vie de France
Corporation in connection with the Annual Meeting of Stockholders to be held
October 30, 1997. This Proxy Statement, the notice to stockholders, and the
proxies are being mailed to stockholders on or about September 30, 1997.
SOLICITATION OF PROXIES
Proxies in the form enclosed are solicited by and on behalf of the Board of
Directors of the Company. The individuals named as proxies are Mr. Jean-Louis
Vilgrain and Mr. Stanislas Vilgrain. Proxies may be solicited by use of the
mails, by personal interview, or by telephone and may be solicited by officers
and directors, and by the other employees of the Company. All costs of
solicitation of proxies will be borne by the Company.
All shares represented by proxies received will be voted in accordance with
instructions contained therein. In the absence of voting instructions, the
shares will be voted for the nominees listed herein. Any proxy may be revoked at
any time prior to its exercise by filing with the Secretary of the Company a
written notice of revocation, by delivering a duly executed proxy bearing a
later date, or by attending the Annual Meeting and voting in person.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At the close of business on August 29, 1997, there were 13,822,543 shares
of Common Stock outstanding, which represent all of the voting securities of the
Company. Each share of Common Stock is entitled to one vote. Stockholders do not
have cumulative voting rights in the election of directors. Only stockholders of
record at the close of business on September 26, 1997 will be entitled to vote
at the meeting. Abstention from voting will be counted neither for nor against
the election of any nominee for director.
The following table sets forth, as of August 29, 1997, certain information
as to the number of shares of Common Stock of the Company beneficially owned by
each person who is known by the Company to own beneficially more than 5% of its
outstanding Common Stock based upon reports on schedule 13D filed with the
Securities and Exchange Commission or other reliable information.
<TABLE>
<CAPTION>
TITLE NUMBER PERCENT
NAME AND ADDRESS OF CLASS OF SHARES OF CLASS
- ---------------- -------- --------- --------
<S> <C> <C> <C>
Food Research Corporation Common Stock 7,181,588 52.0%
85 South Bragg Street, Suite 600
Alexandria, Virginia 22312
Gruber McBaine Capital Management Common Stock 1,590,857 11.5%
50 Osgood Place
San Francisco, California 94133
</TABLE>
1
<PAGE>
The following table sets forth as of August 29, 1997 the beneficial
ownership of each director, nominee for director, each named executive officer,
and the directors and executive officers as a group.
<TABLE>
<CAPTION>
NAME OF SHARES OF CLASS
- ---- --------- --------
<S> <C> <C>
Jean-Louis Vilgrain.......................................................... (1)
Alexandre Vilgrain........................................................... (1)
Stanislas Vilgrain (2)....................................................... 195,000 (1) 1.4%
Carl Youngman (2)............................................................ 32,000 *
Michael C. McCloud (2)....................................................... 39,300 *
Leara Dory (2)............................................................... 15,345 *
Arthur Stouffs (2)........................................................... 40,750 *
Directors, nominees and officers
as a group (11 persons)(1)(2).............................................. 7,503,983 54.3%
</TABLE>
* Less than one percent
(1) Jean-Louis Vilgrain, Chairman of the Company, is Chairman and President of
Food Research Corporation ("FRC"). FRC is owned 77% by Secria Europe, S.A.
("Secria Europe") and 23% by the estate of Mrs. Odette Vilgrain, the mother
of Jean-Louis Vilgrain. Jean-Louis Vilgrain, who is also a director of
Secria Europe, the capital of which is held in equal amounts by the five
children of Jean-Louis Vilgrain, including Stanislas Vilgrain, an officer
and director of the Company, and Alexandre Vilgrain a director of the
Company.
As a result of his directorship in Secria Europe and his position as
President and director of FRC, Jean-Louis Vilgrain may be deemed to be the
beneficial owner of the 7,181,588 shares of common stock of the Company
held directly by FRC. In addition, as a result of their ownership of 20%
each of the capital of Secria Europe, Stanislas and Alexandre Vilgrain each
may be deemed to be the beneficial owner of these 7,181,588 shares of
common stock of the Company held by FRC.
(2) Includes options to purchase the Company's Common Stock granted under Stock
Option Plans that are exercisable currently or within 60 days after August
29, 1997 in the amounts of 117,500 shares for Mr. S. Vilgrain, 30,000 for
Mr. C. Youngman, 37,500 for Mr. M. McCloud, 15,312 for Ms. L. Dory and
40,750 for Mr. Stouffs.
ELECTION OF DIRECTORS
Seven nominees for director are to be elected to the Board of Directors for
one year to serve until the annual meeting of stockholders in 1998 and until
their successors are elected and qualified. Six nominees are currently serving
as directors, while one nominee, Mr. Charles McGettigan is being nominated for
his initial term. Mr. George Naddaff has elected not to stand for re-election.
2
<PAGE>
Unless otherwise specified, proxies received will be voted for the election
of the nominees set forth below. All such nominees have indicated that they are
willing and able to serve as directors. If any nominee becomes unable or
unwilling to serve, the accompanying proxy may be voted for the election of such
other person as shall be designated by the Board of Directors. Each director
will be elected by a plurality vote of Common Stock represented, in person or by
proxy, at the annual meeting. Therefore, an abstention from voting will be
counted neither for nor against the election of any nominee for director.
Mr. Jean-Louis Vilgrain, age 63, has been Chairman of the Company since
September 1977 and has served as director since November 1974. In addition, Mr.
Vilgrain served as Chief Executive Officer from September 1977 until October
1993. Mr. J.L. Vilgrain is Chairman and President of the JLVilgrain Group, and
is President of Secria Europe, a French holding company controlling the
JLVilgrain Group. The JLVilgrain Group is an international consortium of food
related businesses and industries with interests ranging from production
engineering to retail food establishments. He is also Chairman and President of
Food Research Corporation, a holding company for Vie de France as well as
African and Pacific Rim companies. Mr. J.L. Vilgrain was President from 1978 to
1989 of Grands Moulins de Paris, an international milling and food processing
company incorporated in France.
Mr. Stanislas Vilgrain, age 38, was appointed President and Chief Executive
Officer in October 1993, having served as President and Chief Operating Officer
since June 1991 and as a director since 1991. He served as President of the Vie
de France Culinary Division from July 1987 to June 1991. Previously, he was
employed by the Company as Director of Staff Operations from August 1986 through
June 1987. He was Manager of the Company's San Francisco bakery from January
1986 through August 1986, after having served as Assistant Manager of the Denver
bakery from July 1984 through December 1985. Prior to joining the Company, he
was Assistant to the Director of Research & Development for the Bakery Division
of Grands Moulins de Paris from June 1983 to July 1984, and was Regional Manager
of Operations and Sales from July 1982 through May 1983 for O.F.U.P., a
publication distributor in Paris, France. Mr. Stanislas Vilgrain is the son of
Mr. Jean-Louis Vilgrain and brother of Mr. Alexandre Vilgrain.
Mr. Alexandre Vilgrain, age 41, has been employed by S.O.M.D.I.A.A., an
international food processing company, since 1980. He has served in the capacity
of Vice General Manager since January 1987. From January 1982 to December 1986
he served as Secretary, and from April 1980 to December 1981 he was Field
Manager of that company. Mr. A. Vilgrain also serves as the President of
DeliFrance Asia. He was elected to the board of directors of Vie de France in
1991. Mr. Alexandre Vilgrain is the son of Mr. Jean-Louis Vilgrain, and the
brother of Mr. Stanislas Vilgrain.
Mr. Bruno Goussault, age 55, has been employed since 1991 by Centre de
Recherche d'Etude pour l'Alimentation (a food industry research center) as
Scientific Managing Director. From 1981 to 1990, he served as Director of
Research for the Institut Superieur de l'Alimentation (Food Industry Institute),
while from 1975 to 1981 he served as Assistant Laboratory Director for the
Institute. Prior to working at the Institute, Mr. Goussault worked in a number
of capacities within the food engineering industry. Mr. Goussault received an
advanced degree in engineering from the world renown National School of
Agricultural and Food Industries. He also holds several other advanced degrees,
including a Doctorate of Economic Development. Mr. Goussault is considered
internationally as a leading expert in the sous vide field. He became a member
of the Company's board of directors in 1993.
3
<PAGE>
Mr. James V. Hackney, age 47, has been legal counsel and advisor in the
arena of international banking and finance for the government and private
sector. Currently Mr. Hackney is a principal with Fieldstone Private Capital
Group, a global investment banking firm with headquarters in New York. From 1995
to 1996 Mr. Hackney worked as a partner with Cooper Liebowitz, Royster & Wright.
From 1993 to 1995, he held the position of Counsellor to the Secretary of the
United States Department of Commerce, advising the Secretary on a range of
strategic policy initiatives. From 1990 to 1993, Mr. Hackney served as principal
for London Manhattan Company, a boutique private international merchant banking
firm. Prior to that, he has worked as an attorney for White & Case and
previously for Steptoe & Johnson. Mr. Hackney holds B.A. and J.D. degrees from
the University of Pennsylvania.
Mr. Carl M. Youngman, age 55, was appointed Chief Financial Officer in
February 1996 and Treasurer in October 1996. Mr. Youngman has over twenty five
years of experience in executive-level positions. During this period he has been
an executive in over twenty companies and an advisor to over fifty other
companies. From 1993 to the present, Mr. Youngman has been the senior partner of
Youngman and Charm, a professional firm which specializes in corporate renewal
and corporate finance. Mr. Youngman holds a B.S. degree in Electrical
Engineering from Worcester Polytechnic Institute and a Master's Degree from
Harvard Business School.
Carl M. Youngman, signed a consent decree December 4, 1995, to resolve an
action brought against him by the SEC for alleged insider-trading in violation
of federal securities laws. The transaction at issue occurred in 1992 and
involved Youngman's purchase of shares of American Biltrite Inc., ("ABL")
allegedly on the basis of material non-public information conveyed to him by a
friend who was ABL's Chief Operating Officer. By signing the decree, Youngman
consented to an Order issued by the United States District Court for the
District of Massachusetts, enjoining him from future violation of Section 10(b)
of the Securities Exchange Act of 1934 (15 U.S.C. ss.78j(b)) and rule 10b-5
thereunder (17 C.F.R. ss.240.10b-5), as well as requiring him to pay
approximately $9,000 to the SEC representing the profits from the transaction
plus interest, and a penalty.
Mr. Charles McGettigan, age 52, was a co-founder and is a general partner
of Proactive Investment Managers, L.P. which is the general partner of Proactive
Partners, L.P., a San Francisco-based merchant banking fund. Mr. McGettigan is a
graduate of Georgetown University and has been an investment banker since
receiving his MBA in Finance from the Wharton School at the University of
Pennsylvania in 1969. From 1970 to 1978 Mr. McGettigan was with Blyth Eastman
Dillon's corporate finance department in New York and then in San Francisco from
1978 to 1980. In 1975, he was made a partner at Blyth and a Senior Vice
President in 1978 . He was a Senior Vice President of Dillon, Read & Co.,
running its corporate finance activities in San Francisco from 1980 through
1982. In January 1983, Mr. McGettigan was a founding partner of Woodman,
Kirkpatrick & Gilbreath, which was sold to Hambrecht & Quist in September 1984.
Mr McGettigan was a co-founder, in Novermber 1988, and continues to be a
managing director of McGettigan, Wick & Co., Inc., an investment banking firm.
Mr McGettigan currently serves on the Boards of Directors of Digital Dictation,
Inc., I-Flow Corporation, Modtech Inc., Onsite Energy Corporation, PMR
Corporation, Phoenix Network Inc., Sonex Research, Inc. Tanknology-NDE Corp.,
and Wray-Tech Instruments, Inc.
The Company's Board adopted a Nominating Committee at the June 29 Board
Meeting consisting of Mr. Charles McGettigan and Mr. Carl Youngman. Active
committees of the Board include the Audit Committee, the Stock Option Committee
and the Technology Committee.
4
<PAGE>
During FY 97 the Audit Committee consisted of Mr. James Hackney. Mr. Carl
Youngman was a permanent invitee to all Committee meetings. The Audit
Committee's functions include making recommendations to the Company regarding
the selection of independent accountants, conferring with the independent
accountants and reviewing the scope and fees of the prospective annual audit and
the results of their work, reviewing the financial statements and reviewing the
adequacy of the internal auditing, accounting, and financial controls and
procedures. The committee held one meeting during the fiscal year.
The Stock Option Committee was established pursuant to the adoption of the
1992 Stock Option Plan, and was made up of Mr. Youngman and Mr. Hackney. The
Stock Option Committee's function is to grant options to eligible employees, and
to administer, the 1992 Stock Option Plan. The committee did not hold any
meetings during the fiscal year. Mr. Charles McGettigan is being nominated as a
member of the Stock Option Committee for FY 98.
The Technology Committee is made up of Mr. Goussault and Mr. Stanislas
Vilgrain. The Technology Committee's function is to oversee the implementation,
application, efficiency and quality standards of sous vide technology to the
Company's production facilities. This committee meets through on-site inspection
and performs written recommendations to Company management on an as-needed
basis. Both committee members were present at all meetings of the committee
during the fiscal year.
During fiscal year 1997, there were three regular meetings of the Board of
Directors. Each Board member attended the meeting during his respective
directorship, with the exception that Mr. A. Vilgrain and Mr. G. Naddaff were
unable to attend two meetings.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires Vie de France
Corporation's officers, directors and persons who own more that ten percent of a
registered class of Vie de France Corporation Common Stock to file reports of
beneficial ownership and changes in beneficial ownership with the Securities and
Exchange Commission and to furnish copies of all Section 16(a) forms to Vie de
France Corporation.
Based solely on the Company's review of the copies of such forms received
by it, or written representations from certain reporting persons that no Form
5's were required for those persons, the Company believes that during the last
fiscal year all required filings were timely made as required by Section 16.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides information concerning compensation paid by
the Company to each of the named executive officers of the Company for each of
the Company's last three fiscal years.
<TABLE>
<CAPTION>
Summary Compensation Table
- ----------------------------------------------------------------------------------------------------------------------
Annual Compensation Long term
Stock All Other
Option Compen-sation
Awards ($)(2)
(#)
--------------------------------------
Other
Salary ($) Bonus ($) annual
compensation
($)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stanislas Vilgrain (1)
President and Chief Executive Officer 1997 181,100 -- 16,000 200,000 3,374
President and Chief Executive Officer 1996 117,000 25,000 6,000 8,000 3,254
President and Chief Executive Officer 1995 110,000 7,000 6,000 8,000 4,956
- ----------------------------------------------------------------------------------------------------------------------
Carl Youngman
Chief Financial Officer 1997 59,200 -- -- 120,000 --
- ----------------------------------------------------------------------------------------------------------------------
Michael McCloud
Executive Vice President 1997 123,000 -- 5,300 150,000 --
- ----------------------------------------------------------------------------------------------------------------------
Leara Dory
Secretary 1997 77,000 7,500 1,000 50,000 276
1996 54,500 600 -- 3,750 --
- ----------------------------------------------------------------------------------------------------------------------
Gerard Bertholon
Vice President - Culinary Services 1997 110,900 1,600 1,250 -- 2062
1996 92,000 6,500 27,500 1830
1995 83,000 12,000 27,500 1843
- ----------------------------------------------------------------------------------------------------------------------
Arthur J. Stouffs
Vice President - Culinary Sales 1997 100,000 1,000 4,358 1,912
1996 100,000 None 4,358 -- 2,981
1995 150,000 None 4,358 5,000 3,890
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Stanislas Vilgrain could be deemed to own a majority of the stock of the
Company. See "VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF", Note 1.
(2) All other compensation consists of: (a) $3,374, $276, $2062 and $1912 for
401(k) and supplemental retirement plan matching funds for Mr. S. Vilgrain, Ms.
L. Dory, Mr. G. Bertholon and Mr. Stouffs, respectively.
6
<PAGE>
Stock Options
The following table sets forth certain information regarding stock options
granted to the executive officers named in the Summary Compensation Table during
the Company's 1997 fiscal year. Certain stock options granted in FY 97 were
revalued to the lower of the market price of $1.38 on June 26, 1997, or the
value of the original issue on the date of grant.
<TABLE>
<CAPTION>
Option Grants in Fiscal Year 1997
- ---------------------------------------------------------------------------------------------------------------
Current Year Individual Grants Potential realizable
value at assumed annual
rates of stock price
appreciation for option
term (2)
- ---------------------------------------------------------------------------------
Name Options Percent of Exercise Expiration
Granted total options or base Date
(#) (1) granted to price
employees in ($/Sh)
fiscal year
---------------------------
5% ($) 10% ($)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stanislas Vilgrain (3) 200,000 21.02% 1.375 11/07/06 172,946 438,279
Carl Youngman (4) 120,000 15.77% 1.375 11/07/06 103,768 262,968
Michael McCloud (4) 150,000 12.61% 1.375 11/07/06 129,710 328,709
Leara Dory (4) 10,000 1.05% 1.375 03/25/07 8,647 21,914
40,000 4.20% 1.375 06/26/07 34,589 87,656
Gerard Bertholon 0
Arthur J. Stouffs 0
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Under the 1992 Plan, each option granted under the Plan may be exercised
during the period of the employee's continuous employment by the Company, or
within three months thereafter, or within one year after the employee's death or
total and permanent disability, if the death or total and permanent disability
occurs while employed or if the death occurs during the three months after
termination; provided that no option is exercisable after its expiration date.
All options granted in fiscal year 1997 expire within ten years from the date of
grant. All unvested options of an optionee become fully vested and exercisable
upon the death or total and permanent disability of an optionee and all unvested
options of all optionees become fully vested and exercisable upon a change of
control of the Company. Change of control is defined as an event, the result of
which would be that more than 50% of the voting stock of the Company would be
owned by persons or entities other than Food Research Corporation or any persons
controlling or controlled by Food Research Corporation.
(2) The potential realizable value uses the hypothetical rates imposed by the
Securities and Exchange Commission and is not intended to forecast future
appreciation, if any, of the Company's stock price. Note that the value
indicated is a net amount, since the aggregate exercise price has been deducted
from the final appreciated value.
7
<PAGE>
(3) The options were granted pursuant to the 1992 Stock Option Plan. Grants
become fully exercisable three years from the date of grant.
(4) The options were granted pursuant to the 1992 Stock Option Plan. Grants
become exercisable to the extent of 25% of the total on the day of grant, and
25% of the total on each of the first three anniversaries of the date of grant.
The following table sets forth certain information regarding stock options
exercised by the executive officers named in the Summary Compensation Table
during the Company's 1997 fiscal year and the year-end values of unexercised
options held by such executive officers.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1997 Fiscal Year
and Fiscal Year-End Option Values
- -------------------------------------------------------------------------------------------------------------------
Name Shares Value realized Number of unexercised Value of unexercised
acquired on ($) options at FY-End in-the-money options at
exercise Exercisable\ FY-End
Unexercisable exercisable\
unexercisable
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stanislas Vilgrain None None 113,500 \ 206,000 $0 \ $0
Carl Youngman None None 30,000 \ 90,000 $0 \ $0
Michael McCloud None None 37500 \ 112500 $0 \ $0
Leara Dory None None 15,312 \ 38,438 $0 \ $0
Gerard Bertholon None None 57,625 \ 14,375 $0 \ $0
Arthur J. Stouffs None None 38,250 \ 3750 $0 \ $0
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Compensation of Directors
Each Director, except for the Chairman and the President receives $7,000
per year for serving on the Board of Directors and attending meetings. For
fiscal 1997, the Chairman of the Board received a total of $1,000 for serving in
that capacity. Members of the Committees receive $1,000 each for service on each
committee. No fees are paid to members of the Technology Committee, except as
set forth below. The Company also reimburses directors for their costs incurred
in attending meetings of the Board of Directors.
Mr. Goussault, who serves on the Technology Committee, provides engineering
consulting services to the Company through his own company, at his normal
billing rates. As a member of the Technology Committee, Mr. Goussault is paid an
annual fee of $15,000, less the amount of any engineering consulting fees paid
to him during the fiscal year.
8
<PAGE>
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
In fiscal year 1997 the full Board approved the Company's compensation
policy.
Executive Compensation Objectives and Policies
The Board of Directors evaluates and sets the base salary for the CEO. The
CEO evaluates and sets the base salaries for all other executive officers. In
addition, the Board evaluates and sets the parameters for the Executive
Incentive Compensation Plan ("EICP"). The Stock Option Committee of the Board of
Directors administers the Company's 1992 Stock Option Plan.
The major objective of the Company's compensation program is to align
compensation with business results. The Company's program is designed to (1)
attract, retain, and reward senior management who are able to meet and exceed
business objectives, (2) tie a meaningful portion of compensation to the
achievement of improved earnings growth and other business objectives, and (3)
provide stock-based long term incentives to executives that directly link their
compensation to stock appreciation. To this end, the components of the
compensation program include base salary, results-based cash incentives, and
long-term equity-based rewards.
Base Salary
The Directors set the base salary for the CEO based upon the historical
salary levels for the past five years, along with Company performance and
prevailing food service industry conditions. The CEO sets base salary for each
other executive officer based on the relative level of responsibility of the
respective position within the organization, and the base salaries paid to
executives holding similar positions within the same industry.
Incentive Compensation
The EICP provides the opportunity for eligible executives to earn a
specified percentage of division and/or Company operating income, or achievement
of pre-determined objectives. The Board establishes the percentages and goals
for the CEO, and the CEO establishes the percentages and the goals for each
other eligible participant based on the responsibility of each participant's
position. The percentage so established for each executive officer is then
applied to revenues, profits, and achievement of targeted profit levels, or a
combination thereof, as deemed appropriate by the Board or the CEO, as the case
may be. No profit related incentive compensation is paid to these executives
should the results of the division be unprofitable.
Stock Option Program
The 1992 Stock Option Plan was established to provide additional incentive
and reward to those executives who deliver the results that maximize stockholder
value. Stock Options valued at fair market value as of the date of grant provide
potential reward based on the Company's future stock performance. Additionally,
the option program for executives utilizes vesting periods to encourage key
executives to continue in the employ of the Company. One of the factors
considered by the Stock Option Committee in granting options is the relative
level of responsibility of the executive officer's position within the Company.
9
<PAGE>
Compensation of the Chief Executive Officer
The compensation level for Mr. Stanislas Vilgrain, CEO is a combination of
salary, incentive compensation, and stock options. The Compensation Committee
reviews the salary level of the CEO on an annual basis and makes a
recommendation to the Board, after consideration of company performance relative
to its business plan, individual performance of the CEO, the expected objectives
for the coming year, and other factors that the Board may, in its discretion,
deem relevant at that time.
In recognition of the responsibilities of the CEO, including that of
attaining the goal of Company profitability, the Board established Mr. S.
Vilgrain's incentive compensation program to include 3.5% consolidated after tax
profit if above budget, and other discretionary compensation as the Board deems
appropriate.
In preparation for making any decision regarding the grant of stock
options, the Stock Option Committee evaluates Mr. S. Vilgrain's past
achievements and his critical leadership role in the Company's future success.
In addition, the Stock Option Committee is mindful of the goals described above
and its intent to use the Stock Option Plan as a means to align the financial
interest of the CEO with those of the Company's stockholders.
Jean-Louis Vilgrain
Stanislas Vilgrain
Alexandre Vilgrain
Bruno Goussault
James Hackney
George Naddaff
Carl Youngman
The Board of Directors of the Company
10
<PAGE>
FIVE-YEAR PERFORMANCE COMPARISON
The following graph shows the changes over the past five-year period in the
value of $100 invested in Common Stock of the Company, the NASDAQ Stock
Market-US Index and the Dow Jones Food Index.
[THE FOLLOWING TABLE WAS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG VIE de FRANCE CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE DOW JONES FOOD INDEX
6/92 6/93 6/94 6/95 6/96 6/97
VIE FRANCE CORPORATION 100 165 188 153 106 62
NASDAQ STOCK MARKET (U.S.) 100 126 127 169 218 265
DOW JONES FOOD 100 101 101 128 151 200
* $100 INVESTED ON 6/30/92 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS
FISCAL YEAR ENDING JUNE 30.
11
<PAGE>
CERTAIN TRANSACTIONS
The Company currently is owed $4,408,000 of principal in the form of Notes
Receivable from Food Research Corporation, the majority stockholder of the
Company. Interest is assessed to FRC at rates which the Company believes to
approximate prevailing market rates. The notes are collateralized by Food
Research Corporation's shares of the Company's stock and assets of Food Research
Corporation.
The Company receives consulting services under an agreement with Food
Investors Corporation ("FIC"), which is majority owned by the Secria Europe,
S.A. FRC, the majority stockholder of the Company, is also majority owned by
Secria Europe. Pursuant to the consulting agreement, FIC provides services
related to management, planning, strategy development and pursuing world-wide
interests of the Company. This agreement is renewable by the Company annually.
The amount paid by the Company to FIC in fiscal year 1997 was $144,000.
12
<PAGE>
PROPOSAL TO AMEND THE COMPANY'S 1992 STOCK OPTION PLAN
The Board of Directors held a meeting declaring and advising the amendment
of the Company's 1992 Stock Option Plan ("the Plan") to increase to 1,753,000
the number of shares which may be issued pursuant to the Plan, and directed that
amendment to the Plan be submitted to the shareholders for their approval at the
next annual Shareholders meeting. Because options have been granted for
substantially all of the 1,300,000 shares initially reserved for issuance under
the Plan, the Board believes that the Plan should be amended to permit
additional options to be granted.
The 1992 Stock Option Plan was established to provide additional incentive
and reward to those executives who deliver the results that maximize stockholder
value. Stock Options valued at fair market value as of the date of grant provide
potential reward based on the Company's future stock performance. Additionally,
the option program for executives utilizes vesting periods to encourage key
executives to continue in the employ of the Company. One of the factors
considered by the Stock Option Committee in granting options is the relative
level of responsibility of the executive officer's position within the Company.
The Board believes that these additional shares are neede to attain and attract
key employees.
The Plan is administered by the Stock Option Committee. The Stock Option
Committee determines which eligible employees will be granted options and the
amount of options granted. Under the Plan, grants become exercisable to the
extent of 25% of the total on the day of grant, and 25% for each of the first
three anniversaries from the date of grant. Each option granted under the Plan
may be exercised during the period of the employee's continuous employment by
the Company, or within three months thereafter, or within one year after the
employee's death or total and permanent disability, if the death or total and
permanent disability occurs while employed or if the death occurs during the
three months after termination; provided that no option is exercisable after its
expiration date. All options granted under the plan expire within ten years from
the date of grant. All unvested options of an optionee become fully vested and
exercisable upon the death or total and permanent disability of an optionee and
all unvested option of all optionees become fully vested and exercisable upon a
change of control of the Company. Change of control is defined as an event, the
result of which would be that more than 50% of the voting stock of the Company
would be owned by persons or entities other than Food Research Corporation or
any persons controlling or controlled by Food Research Corporation.
The proposed amendment to the Plan requires the approval by majority of the
votes cast at the annual meeting. The Board recommends a vote FOR adoption of
the amendment of the Vie de France Corporation 1992 Stock Option Plan.
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PROPOSAL TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has considered the advisability of changing the name
of the Company to reflect the Company's current strategic focus and its intent
to expand its commercial operations by offering the foodservice market a
business as well as a meal solution. The proposed new name is Cuisine Solutions,
Inc. The Board believes that the new name will help establish the Company's new
identity as the banquet meal provider of choice
Based upon its review, the Board of Directors adopted a resolution
declaring the advisability of changing the name of the Company to Cuisine
Solutions, Inc., and recommending that the stockholders approve an amendment to
the Company's certificate of incorporation so changing the Company's name. The
Board of Directors further directed that the proposal to change the name of the
Company be submitted for approval to the stockholders of the Company at the
Annual Meeting of Stockholders.
A majority of the outstanding shares of Common Stock of the Company
currently held by the stockholders of the Company must be voted in favor of the
proposal to approve the name change and authorize the amendment of the Company's
certificate of incorporation changing the Company's name. The Board recommends a
vote FOR adoption of the amendment to the Company's certificate of incorporation
changing the Company's name to Cuisine Solutions, Inc.
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP, of Washington, DC was selected by the Board of
Directors as independent accountants to examine the financial statements of the
Company for the fiscal year ended June 28, 1997. KPMG Peat Marwick LLP was first
engaged in May 1996. It is anticipated that representatives of KPMG Peat Marwick
LLP will be present at the meeting, and will be given an opportunity to respond
to appropriate stockholder questions and to make a statement, if they so desire.
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STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of stockholders intended to be presented at the next annual
meeting in order to be included in the 1998 proxy statement must be received by
the Corporate Secretary, Vie de France Corporation, 85 South Bragg Street,
Alexandria VA 22312, no later than June 10, 1998.
By Order of the Board of Directors
Jean-Louis Vilgrain
Chairman of the Board
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PROXY
Vie de France Corporation
85 S. Bragg Street, Suite 600
Alexandria, VA 22312
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jean-Louis Vilgrain and Stanislas Vilgrain,
and each of them, as proxies, with power of substitution and hereby authorizes
them to represent and to vote, as designated below, the shares of common stock
of Vie de France Corporation held of record by the undersigned on September 26,
1997 at the annual meeting of stockholders to be held on October 30, 1997 or any
adjournment thereof.
The Board of Directors recommends a vote FOR its nominees.
1. ELECTION OF DIRECTORS:
[_] FOR all nominees listed (except as marked to the contrary below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below
Jean-Louis Vilgrain, Stanislas Vilgrain, Alexandre Vilgrain, Bruno Goussault,
James V. Hackney, Carl M. Youngman and Charles McGettigan
(INSTRUCTION: To withhold authority to vote for any individual nominee mark that
nominee's name in the space provided below.)
2. Approval of the amendment to the 1992 Stock Option Plan:
[_] FOR [_] AGAINST [_] ABSTAIN
3. Approval of change of Company name to Cuisine Solutions, Inc.:
[_] FOR [_] AGAINST [_] ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before this meeting.
(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE.)
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THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 & 3 LISTED ON THE REVERSE SIDE.
Please sign below exactly as name appears on the account. 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 in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
DATE:________, 1997
- --------------------------------------
Signature
- --------------------------------------
Signature if held jointly.
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
