<PAGE>
================================================================================
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
SEATTLE FILMWORKS INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
- - --------------------------------------------------------------------------------
(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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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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Notes:
<PAGE>
SEATTLE FILMWORKS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, FEBRUARY 11, 1998
To the Shareholders of
SEATTLE FILMWORKS, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of SEATTLE
FILMWORKS, INC. (the "Company") will be held at 10:00 a.m. local time on
Wednesday, February 11, 1998, at The Four Seasons Hotel, Metropole Room, 411
University Street, Seattle, Washington 98101, for the following purposes:
1. To elect one (1) Director to serve for a three year term.
2. To consider and vote upon such other business as may properly come
before the meeting.
Shareholders of record on the books of the Company at the close of business
on December 8, 1997, will be entitled to notice of and to vote at the meeting
and any adjournment or postponement thereof.
By Order of the Board of Directors
//s// Mich Kele Earl
Mich Kele Earl
Secretary
1260 - 16th Avenue W.
Seattle, Washington 98119
December 31, 1997
_______________________________________________________________________________
YOUR VOTE IS IMPORTANT
======================
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED STAMPED ENVELOPE. THIS
WILL ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. PROMPTLY SIGNING, DATING
AND RETURNING THE PROXY WILL SAVE THE COMPANY THE EXPENSE OF ADDITIONAL
SOLICITATIONS. THE GIVING OF THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE AT
THE MEETING IF THE PROXY IS REVOKED IN THE MANNER SET FORTH IN THE ACCOMPANYING
PROXY STATEMENT.
_______________________________________________________________________________
-1-
<PAGE>
SEATTLE FILMWORKS, INC.
1260 - 16TH AVENUE WEST
SEATTLE, WASHINGTON 98119
PROXY STATEMENT
INFORMATION REGARDING PROXIES
This proxy statement and the accompanying form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of SEATTLE
FILMWORKS, INC. (the "Company") for use at the Annual Meeting of shareholders to
be held on Wednesday, February 11, 1998, at 10:00 a.m. local time at the Four
Seasons Hotel, Metropole Room, 411 University Street, Seattle, Washington 98101
and at any adjournment or adjournments thereof (the "Annual Meeting"). Only
shareholders of record on the books of the Company at the close of business on
December 8, 1997 (the "Record Date") are entitled to notice of and to vote at
the Annual Meeting. It is anticipated that these proxy solicitation materials
and a copy of the Company's 1997 Annual Report to Shareholders will be first
sent to shareholders on or about December 31, 1997.
A proxy in the accompanying form which is properly signed, dated, returned
and not revoked will be voted in accordance with the instructions contained
therein. In the absence of instructions to the contrary, such shares will be
voted for the nominee for the Company's Board of Directors listed in this proxy
statement and in the form of proxy. Any shareholder executing a proxy has the
power to revoke it at any time prior to the voting thereof on any matter
(without, however, affecting any vote taken prior to such revocation) by
delivering written notice to the Secretary of the Company, by executing and
delivering to the Company another proxy dated as of a later date or by voting in
person at the meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The only voting securities of the Company are shares of Common Stock, $.01
par value (the "Common Stock"), each of which is entitled to one vote. At
December 8, 1997, the Record Date for the Annual Meeting, there were issued and
outstanding 16,459,131 shares of Common Stock of the Company. The presence in
person or by proxy of holders of record of a majority of the outstanding shares
of Common Stock is required to constitute a quorum for the transaction of
business at the Annual Meeting. Under Washington law and the Company's Amended
and Restated Articles of Incorporation and Bylaws, if a quorum is present, the
single nominee for election to the Board of Directors who receives the greatest
number of affirmative votes cast for election of directors shall be elected.
Abstentions and broker non-votes will be considered represented at the Annual
Meeting for the purpose of calculating a quorum and will have no effect on the
election of directors. Proxies and ballots will be received and tabulated by
ChaseMellon Shareholder Services, an independent business entity not affiliated
with the Company.
The Company's Common Stock trades on the NASDAQ National Market tier of the
NASDAQ Stock Market under the symbol FOTO. The last sale price for the Common
Stock of the Company as reported by NASDAQ on December 8, 1997, was $10.938 per
share.
-2-
<PAGE>
The following table sets forth information, as of November 30, 1997, with
respect to all shareholders known by the Company to be the beneficial owners of
more than five percent (5%) of its outstanding Common Stock. Except as noted
below, each person or entity has sole voting and investment powers with respect
to the shares shown.
<TABLE>
<CAPTION>
Amount and Nature Percent of
Name and Address of Beneficial Ownership (4) Class
---------------- --------------------------- -----------
<S> <C> <C>
T. Rowe Price Associates, Inc. (1) 1,425,000 8.7%
T. Rowe Price Small Cap Fund, Inc.
100 East Pratt Street
Baltimore, MD 21202
Robert A. Simms (2) 1,262,250 7.7%
230 Park Avenue
New York, NY 10169
Gary Christophersen (3) 918,840 5.6%
1260 16th Avenue West
Seattle, WA 98119
_____________________________________
</TABLE>
(1) The holding shown is as of February 14, 1997, as reported by T. Rowe Price
Associates, Inc. ("Price Associates") in a Schedule 13G filed by Price
Associates pursuant to Rule 13d-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Price Associates has indicated that
these shares are held by it in its capacity as investment advisor to
various individual and institutional investors. According to the Schedule
13G filed by Price Associates, it has sole dispositive power, and T. Rowe
Price Small Cap Fund, Inc. has sole voting power, with respect to these
shares.
(2) The holding shown is as of November 1, 1993 as reported by an amendment to
a Schedule 13D filed by Mr. Simms pursuant to Rule 13d-1 under the Exchange
Act.
(3) Includes options to purchase 116,245 shares of Common Stock granted under
the Company's 1987 Stock Option Plan which are presently exercisable or
exercisable within 60 days.
(4) All share data have been retroactively adjusted to reflect a three-for-two
stock split distributed on March 17, 1997.
ELECTION OF DIRECTORS
The Board of Directors of the Company currently consist of five directors
classified into three classes. The sole member of Class I is currently Douglas
A. Swerland. Class II directors are Peter H. Van Oppen and Craig E. Tall and
Class III directors are Gary R. Christophersen and Sam Rubinstein. At the
Annual Meeting, the shareholders will vote on the election of one Class I
director for a three-year term expiring at the Annual Meeting of shareholders in
2001. At present, Class II directors will hold office until the Company's 1999
Annual Meeting and Class III directors will hold office until the Company's 2000
Annual Meeting. All directors hold office until the Annual Meeting of
shareholders at which their terms expire and the election and qualification of
their successors.
The Board of Directors has unanimously nominated Douglas A. Swerland for
re-election to the Board as the sole Class I director. Although the Board of
Directors anticipates that Mr. Swerland will be available to serve as a director
of the Company, should he not accept the nomination, or otherwise be unable or
unwilling to serve, it is intended that proxies will be voted for the election
of a substitute nominee designated by the Board of Directors. The single Class
I nominee receiving the highest number of votes cast in the election of director
shall be elected the sole Class I director.
-3-
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR DOUGLAS A. SWERLAND.
Unless otherwise instructed, it is the intention of the persons named in
the accompanying form of proxy to vote shares represented by properly executed
proxies for election of Mr. Swerland.
The following chart indicates ownership of the Company's Common Stock by
each director of the Company, each executive officer named in the compensation
tables appearing later in this Proxy Statement, and by all directors and
executive officers as a group, all as of November 30, 1997.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Directors: Age Ownership Class
- - -------------------------- ----------------- ---------- -----
<S> <C> <C> <C>
Gary R. Christophersen (1) 51 918,840 5.6%
Sam Rubinstein (2) 80 521,186 3.1%
Douglas A. Swerland (3) 52 95,063 *
Craig E. Tall (4) 51 174,719 1.1%
Peter H. van Oppen (5) 45 23,500 *
Additional Named Executives:
- - ----------------------------
Michael F. Lass (6) 43 381,521 2.3%
Case H. Kuehn (7) 45 31,714 *
Bruce A. Ericson (8) 48 245,128 1.5%
All current directors and
executive officers as a group
(8 persons) (9) 2,391,671 13.7%
</TABLE>
- - ----------------------------
* Percent of class is less than 1%
(1) Includes options to purchase 116,245 shares of Common Stock granted under
the Company's 1987 Stock Option Plan which are presently exercisable or
exercisable within 60 days. Does not include 22,275 shares of Common Stock
held in trust for Mr. Christophersen's minor children, beneficial ownership
of which Mr. Christophersen disclaims.
(2) Includes options to purchase 184,500 shares of Common Stock which are
presently exercisable or exercisable within 60 days.
(3) Includes options to purchase 83,250 shares of Common Stock which are
presently exercisable or exercisable within 60 days.
(4) Includes options to purchase 103,500 shares of Common Stock which are
presently exercisable or exercisable within 60 days.
(5) Includes options to purchase 22,500 shares of Common Stock which are
presently exercisable or exercisable within 60 days.
(6) Includes options to purchase 235,687 shares of Common Stock which are
presently exercisable or exercisable within 60 days.
(7) Includes options to purchase 28,124 shares of Common Stock which are
presently exercisable or exercisable within 60 days.
(8) Includes options to purchase 192,656 shares of Common Stock which are
presently exercisable or exercisable within 60 days.
(9) Includes options to purchase 966,462 shares of Common Stock which are
presently exercisable or exercisable within 60 days.
-4-
<PAGE>
GARY R. CHRISTOPHERSEN, the Company's President and Chief Executive Officer
since August 1988, joined the Company in January 1982 as Vice President-
Operations and has served as a Director of the Company since 1982. From May
1983 to August 1988, Mr. Christophersen was a Senior Vice President of the
Company and its General Manager.
SAM RUBINSTEIN became a Director of the Company in March 1986. From June 1985
to May 1988, he was the Chairman of the Board and Chief Executive Office of
Farwest Fisheries, Inc., a seafood processing and marketing firm. From 1974 to
December 1987, Mr. Rubinstein was the Chairman of the Board and Chief Executive
Officer of Bonanza Stores, Inc., an operator of variety stores and drugstores,
and, from February 1984 to January 1986, the Chairman of the Board and Chief
Executive Officer of Whitney-Fidalgo Seafoods, Inc., a seafood processor.
DOUGLAS A. SWERLAND became a Director of the Company in October 1988. In
December 1993, Mr. Swerland founded and became the Chairman, President, and
Chief Executive Officer of SAVI, Inc., a clothing superstore retailer
specializing in men's and women's apparel and accessories. Mr. Swerland had
been employed by Jay Jacobs, Inc., the operator of a chain of specialty retail
apparel stores, in various capacities beginning in 1969, most recently as
President and a director from 1978 to November 1993. Jay Jacobs, Inc., filed a
voluntary petition for Chapter 11 bankruptcy protection in May 1994 and emerged
therefrom in November 1995.
CRAIG E. TALL became a Director of the Company in October 1988. Since September
1990, Mr. Tall has been an Executive Vice President of Washington Mutual, Inc.,
a bank holding company. In addition, since April 1987, Mr. Tall has been an
Executive Vice President of Washington Mutual Bank.
PETER H. VAN OPPEN became a Director of the Company in October 1988. Since
February 1994, Mr. van Oppen has been Chairman and Chief Executive Officer of
Advanced Digital Information Corporation ("ADIC"), a manufacturer of automated
tape data libraries for network and workstation markets. ADIC was a wholly-
owned subsidiary of Interpoint Corporation, a diversified publicly-traded
manufacturer, until it was spun-off as a separate public company in October
1996. Mr. van Oppen served as a Director of Interpoint from 1984 to 1996,
President and Chief Executive Officer from 1989 to 1996 and Chairman and Chief
Executive Officer from 1995 through October 1996. Mr. van Oppen is also a
Director of ADIC.
BOARD AND COMMITTEE MEETINGS
The Board of Directors of the Company held a total of twelve meetings
during the fiscal year ended September 27, 1997. Each of the incumbent
Directors attended at least 75% of the aggregate of the total number of meetings
held by all committees of the Board of Directors on which they served.
The Board of Directors has an Audit Committee which consists of Messrs.
Rubinstein, Swerland, Tall, and van Oppen. The function of the Audit Committee
is to meet with the accounting staff of the Company and the independent
certified public accountants engaged by the Company to review (i) the scope and
findings of the annual audit, (ii) accounting policies and procedures and the
Company's financial reporting and (iii) internal controls employed by the
Company. The Committee's findings and recommendations are reported to
management and the Board of Directors for appropriate action. The Audit
Committee held one meeting during fiscal 1997.
The Board of Directors has a Compensation Committee which consists of
Messrs. Swerland, Tall, and van Oppen. The Committee is responsible for
establishing the policies which govern the compensation of executive officers of
the Company, setting compensation levels for the President and Chief Executive
Officer and reviewing the compensation packages for other executive officers
recommended by the President. The Compensation Committee has been appointed by
the Board of Directors to administer the Company's stock option and stock
purchase plans. The Compensation Committee held two separate meetings and one
joint meeting with the Board during fiscal 1997.
-5-
<PAGE>
The Board of Directors does not have a standing nominating committee. The
Board of Directors will consider written proposals from shareholders for
nominees or directors which are submitted to the Secretary of the Company in
accordance with the procedures described below under the caption, "Shareholder
Proposals for the 1999 Annual Meeting of Shareholders."
DIRECTORS' COMPENSATION
Currently, Directors who are not employees of the Company are each paid
$500 each quarter and $200 for each Board of Directors meeting attended and $100
for each telephonic meeting of the Board. In addition, Directors are entitled
to reimbursement for reasonable travel expenses, including lodging, incurred in
connection with attendance at Board meetings. Pursuant to the terms of the
Company's 1987 Stock Option Plan, each Director who is not an employee of the
Company is automatically granted an option to purchase 11,250 shares of the
Company's Common Stock, annually on the first Wednesday of March. Options
granted to non-employee Directors have an exercise price equal to the fair
market value of the Common Stock on the date of grant and vest at the end of the
fiscal year in which they are granted.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") requires directors, certain officers and greater-than-10%
shareholders ("Reporting Persons") of all publicly-held companies to file
certain reports ("Section 16 Reports") with respect to beneficial ownership of
such companies' equity securities.
Based solely on its review of the Section 16 Reports furnished to the
Company by its Reporting Persons and, where applicable, any written
representation by them that no Form 5 was required, all section 16(a) filing
requirements applicable to the Company's Reporting Persons during and with
respect to fiscal 1997 have been complied with on a timely basis.
-6-
<PAGE>
REMUNERATION OF EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
compensation paid by the Company for services rendered during fiscal years 1997,
1996 and 1995 to any person who served as Chief Executive Officer during fiscal
1997 and the three most highly compensated executive officers of the Company at
September 27, 1997 whose total salary and bonus exceeded $100,000 in fiscal 1997
(the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Annual Compensation ---------------------
Name and Fiscal ------------------- Securities Underlying All Other
Principal Position Year Salary Bonus Options Compensation (1)
- - ------------------ ------ ------ ----- --------------------- ----------------
<S> <C> <C> <C> <C> <C>
Gary R. Christophersen 1997 $150,000 $ 70,315 33,750 $11,842
President, Chief Executive 1996 150,530 126,100 33,750 11,565
Officer and Director 1995 150,530 82,850 0 10,569
Michael F. Lass 1997 $125,765 $ 25,611 11,250 $11,819
Vice President - Operations 1996 118,955 55,023 11,250 11,565
1995 112,389 43,505 0 10,467
Bruce A. Ericson 1997 $ 99,580 $ 22,584 11,250 $10,867
Vice President - Marketing 1996 103,548 47,638 11,250 10,902
1995 97,941 37,601 0 9,121
Case H. Kuehn 1997 $111,058 $ 27,738 11,250 $11,602
Vice President - Finance, 1996 105,170 47,015 11,250 8,463
Chief Financial Officer 1995 61,941 23,796 50,625 212
and Treasurer (2)
</TABLE>
- - ---------------------------
(1) These amounts represent Company contributions to the Seattle FilmWorks 401K
Plan and payments for term life insurance, short-term disability insurance
and long-term disability insurance.
(2) Mr. Kuehn joined the Company on February 8, 1995.
-7-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The Company has stock option plans pursuant to which options to purchase
Common Stock are granted to officers and key employees of the Company. The
following tables show stock option grants and exercises pertaining to the named
Executive Officers of the Company during fiscal year 1997, and the year-end
potential realizable value of all their outstanding options.
<TABLE>
<CAPTION>
Individual Options Granted Potential Realizable
---------------------------------------- Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation For
Underlying Granted to Option Term (3)
Options Employees in Exercise Expiration ---------------------
Granted (1) Fiscal Year Price (2) Date 5% 10%
------------ ------------ --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Gary R. Christophersen 33,750 17.39% $12.00 3/05/2002 $111,893 $247,256
Michael F. Lass 11,250 5.80% $12.00 3/05/2002 $ 37,297 $ 82,418
Case H. Kuehn 11,250 5.80% $12.00 3/05/2002 $ 37,297 $ 82,418
Bruce A. Ericson 11,250 5.80% $12.00 3/05/2002 $ 37,297 $ 82,418
</TABLE>
____________________________
(1) The Company's stock option plans are administered by the Compensation
Committee of the Board of Directors, which determines to whom options are
granted, the number of shares subject to each option, the vesting schedule
and the exercise price. The options granted in fiscal year 1997 vest in
equal annual installments over four years. All options granted to officers
of the Company may be exercised for a period of 190 days following
termination of employment.
(2) All options are granted with an exercise price equal to the fair market
value of the Company's Common Stock on the date of grant. The exercise
price may be paid by delivery of shares already owned by the option holder
with a market value equal to the aggregate exercise price. With the
permission of the Compensation Committee, the exercise price may also be
paid by withholding shares that would otherwise be received by the option
holder.
(3) Potential realizable value is based on the assumption that the stock price
of the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the five year option
term. These values are calculated based upon requirements of the Securities
and Exchange Commission and do not reflect the Company's estimate or
projection of future stock price performance. The actual value realized may
be greater or less than the realizable value set forth in this table.
The vesting of options may be accelerated at the discretion of the
administrator of the option plans. Also, outstanding options will become
immediately vested and fully exercisable on the day before the first to occur of
the following events, unless a majority of the Board of Directors in office on
the date such an event occurs shall approve a resolution providing otherwise
within three business days after the event occurs:
(i) the acquisition by any person (with certain exceptions) of 30% or
more of any class of the Company's voting equity securities;
(ii) the purchase of 30% or more of any class of the Company's stock
pursuant to any tender or exchange offer, other than one made by the
Company; or
-8-
<PAGE>
(iii) approval of any merger, consolidation, reorganization or other
transaction providing for the conversion or exchange of more than 50%
of the outstanding shares of the Company's stock into securities of a
third-party, or cash, or property, or a combination of any of the
foregoing.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table sets forth certain information as of September 27, 1997
regarding options to purchase Common Stock held as of September 27, 1997 by each
of the Named Executive Officers, as well as the exercise of such options during
the fiscal year ended September 27, 1997. In addition, the following table
reports the values for in-the-money options, which values represent the positive
spread between the exercise price of such options and the fair market value of
the Company's Common Stock as of September 27, 1997.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
at September 27, 1997 (2) at September 27, 1997 (3)
Shares Acquired Value ------------------------------ -------------------------
Upon Exercise Realized (1) Exercisable/Unexercisable Exercisable/Unexercisable
--------------- ------------ ------------------------------ -------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gary R. Christophersen 100,625 $1,057,707 266,245 59,063 $2,959,017 $ 0
Michael F. Lass 0 $ 0 286,312 19,688 $3,159,524 $ 0
Case H. Kuehn 0 $ 0 28,124 45,001 $ 166,461 $166,468
Bruce A. Ericson 10,125 $ 109,563 205,312 19,688 $2,229,838 $ 0
</TABLE>
____________________________
(1) Value realized is calculated by subtracting the exercise price of the
option from the market value of a share of the Company's Common Stock on
the date of exercise and multiplying the difference thereof by the number
of shares purchased.
(2) Future exercisability is subject to vesting and the option holder remaining
employed by the Company.
(3) This value is the aggregate number of outstanding options at fiscal year
end multiplied by the difference between the closing price of the Common
Stock reported on the NASDAQ National Market System on September 26, 1997,
less the exercise price of such options. There is no guarantee that if and
when these options are exercised they will generate this value.
-9-
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of non-employee, outside directors. The Committee is
responsible for establishing the policies which govern the compensation of
executive officers of the Company, setting compensation levels for the President
and Chief Executive Officer and reviewing the compensation packages for other
executive officers recommended by the President. The goal of the Committee in
administering executive compensation is to create a compensation plan which (i)
rewards individual performance, (ii) aligns the interests of the executive with
the immediate and long-term interests of the shareholders of the Company, (iii)
ties a significant portion of compensation to improvements in the Company's
financial performance and (iv) assists the Company in attracting and retaining
key executives critical to the long-term success of the Company.
The compensation package provided to executive officers consists primarily
of base salary, incentive bonus and long-term incentive in the form of stock
options.
Base Salary. It is the goal of the Committee that the combination of base
salary and incentive bonus paid to the Chief Executive Officer be within the
approximate range of cash remuneration paid to executives performing similar
duties for companies of comparable size in the Pacific Northwest. Although
generally available data on the compensation of chief executive officers in the
Pacific Northwest is considered, the experience of the members of the Committee
and their knowledge of the community and industry practice have been the primary
bases for this determination.
At his request, the base salary of the Chief Executive Officer has been
maintained at the present level since 1993. The Chief Executive Officer has
requested additional benefits each year, primarily additional vacation days, in
lieu of a salary increase.
Base salaries for executive officers other than the CEO are determined
annually by the President and reviewed by the Committee. In determining salary
adjustments for executive officers, the CEO considers the individual officer's
historical performance against his or her job responsibilities and personal
compensation packages provided to executives performing similar duties for
companies of comparable size in the Pacific Northwest, the rate of inflation,
salary adjustments to be awarded to other executive officers of the Company and
other subjective factors. In addition, in fiscal 1996 the Company reviewed
salaries based on a survey prepared for the Company by Towers Perrin, an
international management consulting firm.
Incentive Bonus. The Company has an annual incentive compensation plan
pursuant to which executive officers and other managers and supervisory
personnel (approximately 65 persons during fiscal 1997) are eligible to receive
cash bonuses based on the Company's and their personal performance during the
year (the "Incentive Plan"). The factors used in determining pay outs under the
Incentive Plan are a specified percentage of each participant's base salary
("eligible base salary"), his or her performance against personal performance
goals and the overall difference between the Company's actual operating income
before tax and bonus compared to the targeted growth in such income for the year
("Corporate Performance Percentage"). The Incentive Plan sets eligible base
salary percentages for the CEO and all other executive officers at 60 percent
and 30 percent, respectively. The portion of each participant's eligible base
salary which will be multiplied by the Corporate Performance Percentage for the
year is determined based on points awarded for each participant's actual
performance against his or her personal performance goals. Performance goals
for each executive officer are determined by the CEO at the beginning of the
fiscal year and reviewed by the Committee. Examples of individual performance
goals for fiscal 1997 included net revenue targets, labor costs, administrative
and overhead expenses. The portion of the CEO's eligible base salary which is
used for determining his annual Incentive Plan pay out is based on a weighted
average of the performance scores of the various managers who report to him.
The total pay out pursuant to the Incentive Plan is subject to a maximum of 15%
of income before tax and bonuses and no pay out will occur for any year for
which the Company falls more than 43% short of targeted income before tax and
bonuses for that year. Subjective assessments of performance may result in
adjustments in individual awards.
-10-
<PAGE>
Stock Option Plans. The Committee administers the Company's stock option
plans under which options to purchase the Company's Common Stock may be granted
in an effort to align the interests of management with those of shareholders and
provide a reward for long-term performance. Historically, options granted by
the Company have been granted with an exercise price equal to the market price
of the Company's stock on the date of grant. Accordingly, options will have
value to the holder only if the Company's stock price increases. Outstanding
options generally become exercisable at a rate of 25% per year. All grants are
subject to possible acceleration of vesting in connection with certain events
leading to a change in control of the Company. Options are granted from time to
time to executive officers and other management and supervisory personnel based
on recommendations of the CEO, with the size of grants generally falling within
predetermined ranges tied to job grade. In administering the Company's stock
option plans, the Committee generally has sought to limit outstanding options to
approximately ten percent of outstanding shares. At the end of fiscal 1997,
outstanding options as a percent of the outstanding shares of common stock was
11.5% due in part to the repurchase of 1,687,500 shares of common stock in
fiscal year 1994 and 80,000 shares of common stock in fiscal year 1997.
Under the Omnibus Budget Reconciliation Act of 1993, the federal income tax
deduction for certain types of compensation paid to the chief executive officer
and four other most highly compensated executive officers of publicly held
companies is limited to $1 million per officer per fiscal year unless such
compensation meets certain requirements. The Committee is aware of this
limitation and believes no compensation paid by the Company during 1998 will
exceed the $1 million limitation.
COMPENSATION COMMITTEE
Peter van Oppen, Chairman
Douglas A. Swerland
Craig E. Tall
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended September 27, 1997, the Compensation Committee
of the Board of Directors consisted of Messrs. Swerland, Tall and van Oppen.
None of these individuals has served at any time as an officer or employee of
the Company.
-11-
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
Shown on this page is a line-graph comparing cumulative total shareholder
return on Seattle FilmWorks, Inc. Common Stock for each of the last five fiscal
years to the cumulative total return for the NASDAQ Composite Index and the
NASDAQ Retail Index. This cumulative return includes the reinvestment of cash
dividends.
COMPARISON OF 5-YEAR CUMULATIVE RETURN
Among Seattle FilmWorks, Inc.
NASDAQ Composite Index and NASDAQ Retail Index
<TABLE>
<CAPTION>
MEASUREMENT PERIOD SEATTLE NASDAQ NASDAQ
(FISCAL YEAR COVERED) FILMWORKS, INC. COMPOSITE INDEX RETAIL INDEX
<S> <C> <C> <C>
1992 $100 $100 $100
1993 174 130 113
1994 353 132 111
1995 639 182 122
1996 915 216 146
1997 763 297 167
</TABLE>
-12-
<PAGE>
INDEPENDENT AUDITORS
The Company has selected Ernst & Young LLP to continue as its independent
auditors for the current year. Representatives of Ernst & Young LLP are
expected to be present at the Annual Meeting and have the opportunity to make a
statement if they so desire and respond to appropriate questions.
OTHER BUSINESS
As of the date of this Proxy Statement, management knows of no other
business which will be presented for action at the meeting. If any other
business requiring a vote of the shareholders should come before the meeting,
the persons designated as your proxies will vote or refrain from voting in
accordance with their best judgment.
SHAREHOLDER NOMINATIONS AND PROPOSALS FOR THE
1999 ANNUAL MEETING OF SHAREHOLDERS
The Company's Bylaws provide that advance notice of nominations for the
election of directors at a meeting of shareholders must be delivered to or
mailed and received by the Company ninety (90) days prior to the date one year
from the date of the immediately preceding annual meeting of shareholders or, in
the case of a special meeting of shareholders to elect directors, the close of
business on the 10th day following the date on which notice of such meeting is
first given to shareholders. The Bylaws also provide that advance notice of
proposals to be brought before an annual meeting by a shareholder must be
submitted in writing and delivered to or mailed and received by the Company not
later than ninety (90) days prior to the date one year from the date of the
immediately preceding annual meeting of shareholders.
Each notice of a nomination or proposal of business must contain, among
other things, (i) the name and address of the shareholder who intends to make
the nomination or proposal; (ii) a representation that the shareholder is a
holder of record of stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice or to vote at the meeting for the proposal;
(iii) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder and any material interest of such shareholder in any proposal to
be submitted to the meeting; (iv) such other information regarding each nominee
or proposals as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (v)
with respect to any nominations, the consent of each nominee to serve as a
director of the Company if elected.
A copy of the full text of the provisions of the Company's Bylaws dealing
with shareholder nominations and proposals is available to shareholders from the
Secretary of the Company upon written request.
In order to be included in the Company's proxy statement and form of proxy
relating to its Annual Meeting of Shareholders, shareholder proposals or
nominations to be presented at the Annual Meeting of Shareholders held in 1999
must be received by the Secretary at the Company's executive offices by
September 3, 1998.
-13-
<PAGE>
SOLICITATION OF PROXIES
The proxy accompanying this Proxy Statement is solicited by the Board of
Directors of the Company. Proxies may be solicited by officers, directors, and
regular supervisory and executive employees of the Company, none of whom will
receive any additional compensation for their services. In addition, the
Company may engage an outside proxy solicitation firm to render proxy
solicitation services and, if so, will pay a fee for such services.
Solicitations of proxies may be made personally, or by mail, telephone,
telecopier or messenger. The Company, if requested, will pay persons holding
shares of Common Stock in their names or in the names of nominees, but not
owning such shares beneficially, such as brokerage houses, banks and other
fiduciaries, for the expense of forwarding materials to their principals. All
of the costs of solicitation of proxies will be paid by the Company.
By Order of the Board of Directors
//s// Mich Kele Earl
Mich Kele Earl
Secretary
December 31, 1997
Seattle, Washington
-14-
<PAGE>
SEATTLE FILMWORKS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD FEBRUARY 11, 1998.
The undersigned hereby appoints Gary R. Christophersen and Case H. Kuehn, and
each of them, as Proxies, with full power of substitution, and hereby authorizes
them to represent and vote, as directed below, all the shares of Common Stock of
SEATTLE FILMWORKS, INC. held of record by the undersigned on December 8, 1997,
at the Annual Meeting of Shareholders to be held February 11, 1998, or any
adjournment or postponement thereof.
(Continued, and to be signed on the other side)
<PAGE>
Please mark your votes as indicated in this example (X)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" NOMINEE IN ITEM 1.
1. ELECTION OF DIRECTOR: Election of the following nominee to serve a three
year term or until his respective successor is elected and qualified.
Douglas A. Swerland
For ( ) Withhold ( )
"Please Mark Inside Boxes so that Data Processing Equipment will Record Your
Vote."
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment or postponement
thereof. This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" ITEM 1.
Signature(s)______________________________ Dated_________________________ 1998
NOTE: Please sign exactly as your name appears on your stock certificate. When
shares are held jointly, each person sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. An
authorized person should sign on behalf of corporations, partnerships, and
associations and give his or her title.
Please Mark, Sign Date and Return Card Promptly.
