FIND/SVP, INC.
625 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10011
___________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - JUNE 19, 1997
___________________
TO THE SHAREHOLDERS OF FIND/SVP, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of FIND/SVP,
Inc. will be held at the Hotel Inter-Continental, 111 E. 48th Street, New
York City, New York, on June 19, 1997, at 11:30 a.m., New York City time,
for the following purposes:
1. To elect the Board of Directors to serve until the next Annual Meeting
of Shareholders and until their successors are duly elected and qualified.
2. To ratify the selection by the Board of Directors of KPMG Peat Marwick
LLP to serve as independent auditors for the year ending December 31, 1997.
3. To transact such other business as may properly be presented for action
at the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 5, 1997 as
the record date for the determination of shareholders entitled to notice of,
and to vote at, this meeting or any adjournment thereof.
Holders of a majority of the outstanding shares must be present in person
or by proxy in order for the meeting to be held. WHETHER OR NOT YOU EXPECT
TO ATTEND THE ANNUAL MEETING, YOUR PROXY VOTE IS IMPORTANT. ACCORDINGLY, YOU
ARE REQUESTED TO MARK, SIGN AND DATE THE ENCLOSED PROXY FORM AND RETURN IT
IN THE ACCOMPANYING STAMPED ENVELOPE. The giving of such proxy will not
affect your right to revoke such proxy before it is exercised or to vote
in person should you later decide to attend the meeting.
All shareholders are cordially invited to attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/
PETER J. FIORILLO, SECRETARY
Dated: May 13, 1997
IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM BE
COMPLETED AND RETURNED PROMPTLY.
<PAGE>
FIND/SVP, INC.
625 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10011
___________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 19, 1997
SOLICITATION AND REVOCATION OF PROXIES
___________________
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of FIND/SVP, Inc., a New York corporation (the
"Company"), of proxies to be voted at the Annual Meeting of Shareholders
of the Company to be held at the Hotel Inter-Continental, 111 E. 48th St.,
New York City, New York, on June 19, 1997, at 11:30 a.m., New York City time,
and any adjournment thereof.
A form of proxy is enclosed for use at the meeting. The proxy may be
revoked by a shareholder at any time before it is voted by execution of a
proxy bearing a later date or by written notice to the Secretary before the
meeting, and any shareholder present at the meeting may revoke his or her
proxy thereat and vote in person if he or she so desires. When such proxy is
properly executed and returned, the shares it represents will be voted at the
meeting in accordance with any instructions noted thereon. If no direction is
indicated, all shares represented by valid proxies received pursuant to this
solicitation (and not revoked prior to exercise) will be voted FOR the
election of the nominees for directors herein and FOR the ratification of
the appointment of KPMG Peat Marwick LLP as independent auditors.
The cost of soliciting proxies on behalf of the Board of Directors will
be borne by the Company. In addition to solicitation by mail, proxies may be
solicited by directors, officers or regular employees of the Company (who
will receive no extra compensation for these services) in person or by
telephone or telegraph. The Company will also request brokerage houses,
custodians, nominees and fiduciaries to forward these proxy materials to
the beneficial owners of the Common Stock, par value $.0001 per share, of
the Company ("Common Stock") and will reimburse such holders for their
reasonable expenses in connection therewith. The approximate date of mailing
of this Proxy Statement and accompanying proxy is May 13, 1997. All votes
will be tabulated by the inspectors of election appointed for the meeting,
who will separately tabulate affirmative and negative votes, abstentions and
broker non-votes. Abstentions will be counted towards the tabulation of
votes cast on proposals presented to the shareholders and will
have the same effect as negative votes. Broker non-votes are counted
towards a quorum, but are not counted for any purpose in determining whether
a matter has been approved.
Only shareholders of record on the close of business on May 5, 1997 will
be entitled to notice of, and to vote at, the Annual Meeting. At the close
of business on such record date, the Company had issued an outstanding
6,601,984 shares of Common Stock. Each share entitles the holder thereof
to one vote and a vote of a majority of the shares present, or represented,
and entitled to vote at the meeting is required to approve each proposal to
be acted upon at the meeting.
<PAGE>
NOMINATION AND ELECTION OF DIRECTORS
Seven directors, all of whom are members of the present Board of Directors,
are nominees for election to hold office until the next annual meeting and
until their respective successors are elected and qualified. Unless authority
to vote for the election of directors shall have been withheld, it is
intended that proxies in the accompanying form will be voted at the meeting
for the election of the seven nominees named below. If any nominee, for any
reason presently unknown to the Company, should refuse or be unable to serve,
the shares represented by proxy will be voted for such person as shall be
designated by the Board of Directors to replace any such nominee.
The following information is submitted concerning the nominees named for
election as directors based upon information received by the Company from
such persons:
Director
Nominee Age Office Since
- ------- ---- ------ --------
Andrew P. Garvin 51 Chairman of the Board, 1969
President, Chief
Executive Officer
and Director
Brigitte de Gastines 53 Director 1982
Howard S. Breslow 57 Director 1986
Frederick H. Fruitman 46 Director 1989
Charles Baudoin 77 Director 1990
Jean-Louis Bodmer 55 Director 1993
James L. Luikart 51 Director 1996
Mr. Garvin is a founder of the Company and has served as its Chief
Executive Officer and Chairman of the Board since 1972 and as its President
since 1978. Mr. Garvin has been a director of the Company
since its inception. Mr. Garvin was the Treasurer of the Company from its
inception until 1997. From 1979 to 1982, Mr. Garvin was a member of the Board
of Directors of the Information Industry Association and served as Chairman
of the 1979 National Information Conference and Exposition. He currently
remains active in the Association. Mr. Garvin is the author of The Art of
Being Well Informed, an information resource handbook for executives. Mr.
Garvin received a B.A. degree in political science from Yale University and
a M.S. degree in Journalism from the Columbia Graduate School of Journalism.
Mr. Garvin is a director of Esquire Communications, Inc., a publicly held
company engaged in court reporting services.
Ms. de Gastines has been a director of the Company since 1982. She has
served as the General Manager of SVP International since 1985 and SVP, S.A.
since 1976.
Mr. Breslow has been a director of the Company since 1986. He has been a
practicing attorney in New York City for more than 29 years and has been a
member of the law firm of Breslow & Walker, LLP, New York, New York for more
than 25 years, which firm is currently the Company's general counsel. Mr.
<PAGE>
Breslow currently serves as a director of Cryomedical Sciences, Inc., a
publicly held company engaged in the research, development and sale of
products for use in low-temperature medicine; Vikonics, Inc., a publicly
held company engaged in the design and sale of computer-based security
systems; Lucille Farms, Inc., a publicly held company engaged in the
manufacturing and marketing of cheese products; and Excel Technology,
Inc., a publicly held company engaged in the development and sale of
laser products.
Mr. Fruitman has been a director of the Company since June 1989. Since
April 1990, Mr. Fruitman has been a Managing Director of Loeb Partners
Corporation, an investment banking firm. From January 1989 to April 1990,
he was an independent financial consultant. From 1986 to December 1988, Mr.
Fruitman was a Senior Vice President of The Stuart-James Company
Incorporated, an investment banking firm. From 1984 to 1986, he was an
associate at E.M. Warburg, Pincus & Co., Inc. From 1982 to 1984, Mr. Fruitman
was a Vice President of Investors in Industry Corporation, a venture capital
firm. Mr. Fruitman is a director of Micro Warehouse, Inc., a publicly held
company which is a direct marketer of microcomputer software and peripheral
products.
Mr. Baudoin has been a director of the Company since November 1990 and
previously served as a director of the Company from 1981 to June 1989.
Since 1951, Mr. Baudoin has served as the President of Bova Trading, Inc.,
a financial management firm. From 1954 to 1963, he served as President of
the Dutch America Mercantile Corporation, a finance company. From 1963 to
1967, he was the President of C.I.F. Inc., a finance company. From 1967 to
1983, Mr. Baudoin served as the President of Merban Corporation, a finance
company. From 1983 to 1987, he also served as Chairman and Chief Executive
Officer of Contitrade Services Corporation and Merban Americas Corporation,
finance companies. Since 1987, Mr. Baudoin has served as the Chairman of
ECOBAN Finance Ltd.
Mr. Bodmer has been a director of the Company since 1993. He has served as
General Manager of SVP France since 1974. Other positions which he currently
holds are Chief Executive Director of SVP, S.A., President and Chief
Executive Officer of SVP Participation, President of SVP Belgium and
President of SVP United Kingdom.
Mr. Luikart has been a director of the Company since December 1996. Mr.
Luikart has been Executive Vice President of Furman Selz Investments LLC
since 1995. From 1988 to 1994, he was Vice President of Citicorp Venture
Capital Ltd.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held eight meetings during the year ended December
31, 1996. Each of the directors standing for re-election attended at least
75% of the meetings in 1996 during their tenure, except that Mr. Bodmer
attended two meetings and Ms. de Gastines attended one meeting.
The Company has a Stock Option Committee of the Board of Directors, currently
consisting of Howard S. Breslow, Charles Baudoin and Frederick H. Fruitman.
The Stock Option Committee held five meetings in 1996. The Company has no
other compensation committee or any audit, nominating or other committees
performing similar functions.
No family relationship exists between any director or executive officer and
any other director or executive officer.
<PAGE>
BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES
The following table sets forth, as of March 31, 1997, certain information
with respect to the beneficial ownership of the Common Stock by each person
known by the Company to be the beneficial owner of 5% or more of its
outstanding Common Stock, by each director and director nominee of the
Company and by all officers and directors as a group.
NAME AND ADDRESS AMOUNT OF PERCENT
BENEFICIAL OWNER SHARES OWNED(1) OF CLASS
- ---------------- --------------- --------
Andrew P. Garvin (2) 1,254,754 17.7%
625 Avenue of the Americas
New York, N.Y. 10011
Amalia S.A. (3) 1,438,374 21.1%
Brigitte de Gastines (4) 20,500 Less than 1%
Howard S. Breslow (4)(5) 29,320 Less than 1%
Frederick H. Fruitman (6) 56,179 Less than 1%
Charles Baudoin (4)(7) 59,725 Less than 1%
Jean-Louis Bodmer (8) 10,500 Less than 1%
James L. Luikart (9) 2,500 Less than 1%
Asset Value Fund Ltd. 973,400 14.7%
c/o Asset Value Management, Inc.
PT 376 Main St., Box 74
Bedminster, NJ 07921-2602
Furman Selz SBIC, L.P. 900,000 12.0%
230 Park Avenue
New York, NY 10169 (10)
All Officers and Directors 1,706,478 23.1%
as a group (9 persons) (11)
______________________________________________
<PAGE>
(1) Unless otherwise indicated below, all shares are shares of Common Stock
owned beneficially and of record.
(2) Includes 488,500 shares issuable under outstanding options.
(3) Includes the 211,111 shares issuable under outstanding warrants held by
SVP, S.A., the 732,500 shares of Common Stock owned by SVP, S.A. and the
494,763 shares of Common Stock owned by SVP International, which are
subsidiaries of Amalia S.A. Brigitte de Gastines owns in excess of 99% of
the stock of Amalia S.A. In addition, Ms. de Gastines is President,
General Manager and a director of SVP, S.A., and General Manager of SVP
International. The shares owned by Amalia S.A. are not shown in the
table as being owned by Ms. de Gastines.
(4) Includes 15,500 shares issuable under outstanding options.
(5) Includes the 13,820 shares of Common Stock owned by Breslow &
Walker, LLP, a law firm in which Mr. Breslow is a partner.
(6) Includes 13,000 shares issuable under outstanding options.
(7) Includes 39,225 shares of Common Stock owned of record by Bova Trading,
of which Charles Baudoin has beneficial ownership.
(8) Includes 10,500 shares issuable under outstanding options.
(9) Includes 2,500 shares issuable under outstanding options.
(10) Includes the 900,000 shares issuable under outstanding warrants to
Furman Selz SBIC, L.P. Mr. Luikart is Executive Vice President of Furman
Selz Investments LLC, the General Partner of Furman Selz SBIC, L.P. The
shares owned by Furman Selz SBIC, L.P. are not shown in the table as being
owned by Mr. Luikart.
(11) Includes 780,000 shares issuable under outstanding options and 4,000
shares issuable under outstanding warrants.
The following persons have failed to file on a timely basis certain
reports required by Section 16(a) of the Exchange Act of 1934 (the "Exchange
Act"): During the year ended December 31, 1996, Mr. Garvin filed two late
reports, each a Form 4, the first disclosing the acquisition of options, and
the second disclosing the exercise of options. Mr. Baudoin filed one late
report, a Form 4, disclosing the exercise of options. Mr. Fiorillo filed
three late reports, each a Form 4, two disclosing the acquisition of options,
and one disclosing an exercise and sale transaction. Mr. Luikart filed one
late report, a Form 3. The Company is not aware of any other late filings
of, or failure to file, the reports required by Section 16(a) of the Exchange
Act.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company during each of the Company's last three years to the
Company's Chief Executive Officer and to each of the Company's executive
officers who received salary and bonus payments in excess of $100,000 during
the year ended December 31, 1996.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUT
------------------- ------ ------
RESTRICTED SECURITIES
NAME AND OTHER STICK UNDERLYING LTIP ALL
PRINCIPAL SALARY BONUS ANNUAL AWARD(S) OPTIONS PAYOUT OTHER
POSITION YEAR ($) ($) COMP. ($) (#)(1) ($) COMP.
--------- ---- ------ ----- ------ ------- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Andrew P. Garvin 1996 249,976 12,500 - - 350,000 - -
Chairman of the Board, 1995 235,937 25,000 - - 69,000 - -
President,Chief 1994 232,726 - - - 61,500 - -
Executive Officer
and Director
Peter J. Fiorillo 1996 154,476 12,000 - - 125,000 - -
Executive Vice President, 1995 154,476 10,000 - - 6,000 - -
Chief Financial Officer, 1994 149,976 10,075 - - 27,000 - -
Treasurer and Secretary
John D. Kuranz 1996 149,976 - - - - - -
Vice President, 1995 149,976 12,850 - - - - -
Managing Director, 1994 144,976 - - - 57,000 - -
Published Research
Division
- --------------------
(1) Options to acquire Common Stock
</TABLE>
<PAGE>
OPTION GRANTS DURING 1996
The following table provides information related to options granted to the
named executive officers during the year ended December 31, 1996:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION (1)
----------------- -----------------------------
% OF TOTAL
OPTIONS
OPTION/SARS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#)(2) FISCAL YEAR $/SHARE DATE 0% 5%($) 10%($)
- ---- ----------- ------------ ----------- ---------- -- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Andrew P. Garvin 50,000 7.4% $2.062 1/29/01 - $28,492 $62,959
300,000 44.3% (2) 4/15/01 - (2) (2)
Peter J. Fiorillo 50,000 7.4% 2.125 9/20/01 - 29,355 64,867
75,000 11.1% 1.9375 12/12/01 - 40,147 88,715
John D. Kuranz - - - - - - -
(1) The potential realizable value portion of the foregoing table illustrates
value that might be received upon exercise of the options immediately prior
to the expiration of their term, assuming the specified compounded rates
of appreciation on the Company's Common Stock over the term of the options.
These numbers do not take into account provisions of certain options
providing for termination of the option following termination of
employment.
(2) Represent number of shares of Common Stock underlying stock options. The
exercise prices equal the fair market of the Common Stock on the date of
grant with the exception of the 300,000 options granted to Mr. Garvin.
The exercise price on these options will be equal to the fair market value
of the Common Stock on the vesting date, or 110% of such fair market
value if Mr. Garvin is a holder of 10% or more of the outstanding shares
of Common Stock on such date. The vesting date is contingent upon the
Company achieving certain earnings levels during the life of the option.
</TABLE>
<PAGE>
OPTION EXERCISES DURING 1996
AND YEAR END OPTION VALUES
The following table provides information related to options exercised by
the named executive officers during the year ended December 31, 1996 and
the number and value of options held at year end. The Company does not have
any outstanding stock appreciation rights.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMVER OF SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT
AT YEAR END (#) YEAR END ($)(1)
--------------- ---------------
Shares Acquired Value
NAMES on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Andrew P. Garvin 200,000 395,935 188,500 300,000 26,639 -
Peter J. Fiorillo 50,000 71,875 53,000 109,000 8,750 3,438
John D. Kuranz - - 38,600 22,400 10,123 5,200
(1) The closing bid price of the Company's Common Stock as reported by NASDAQ
on December 31, 1996 was $1.8125. Value is calculated on the difference
between the option exercise price of in-the-money options and $1.8125
multiplied by the number of shares of Common Stock underlying the option.
</TABLE>
EMPLOYMENT AND RELATED AGREEMENTS
On January 1, 1996, the Company entered into an Employment Agreement with
Andrew P. Garvin commencing on January 1, 1996 and terminating on December
31, 2001 (the "Employment Agreement"). Such Employment Agreement was amended
and restated on December 12, 1996. The Employment Agreement provides for a
base salary of $250,000 which will be adjusted each January 1 for a cost of
living increase based on the Consumer Price Index for New York City for the
twelve month period immediately preceding such January 1 date. Mr. Garvin
will also be entitled to additional increases in base salary as may be
determined from time to time by the Board of Directors or any compensation
committee appointed by the Board of Directors. Mr. Garvin received a $12,500
signing bonus upon execution of the Employment Agreement. In addition, Mr.
Garvin will be entitled to receive performance bonuses equal to 10% per
annum of the pre-tax profits of the Company in excess of $1,000,000 for
each of the years ended December 31, 1996, 1997, 1998, 1999,
2000, and 2001. The Employment Agreement limits the bonus to $250,000 in any
year, and states that Mr. Garvin is entitled to receive a cash bonus of
$50,000 in each of January 1997 and January 1998.
The Employment Agreement provides that (i) if Mr. Garvin voluntarily leaves
the employ of the Company on account of the Company being acquired and its
principal office being moved to a location which is greater than 50 miles
from New York City; and (ii) if Mr. Garvin voluntarily leaves the employ of
the Company on account of a Change in Control, then, in each such case, he
shall be entitled to receive the compensation described in the immediately
preceding paragraph for the balance of the term; provided,
<PAGE>
however, that if such termination occurs at a time when there is less than
one year left in the term, the compensation shall continue for a period of
two years from the date of termination on the same basis that the employee
received compensation during the last year of the term. Change of Control is
defined in the Employment Agreement to include the acquisition by a party of
30% or more of the outstanding shares of Common Stock of the Company or a
change in the majority of the Incumbent Board of Directors (as defined in the
Employment Agreement). In the event that the Company terminates Mr.
Garvin's employment for cause, and a court of law or other tribunal
ultimately determines that such termination was without cause,
then he shall be entitled to receive double the amount of compensation
described above until the end of the term. Mr. Garvin has agreed to a non-
competition covenant for a period of two years after the term of the
Employment Agreement.
The Company has entered into a deferred compensation agreement with Mr.
Garvin, which provides for a schedule of payments to him or his designated
beneficiary(ies). The agreement entered into in 1984 provides that in the
event during the course of employment Mr. Garvin (i) dies, (ii) becomes
totally disabled or (iii) elects to retire after June 30, 1994 and prior to
age 65, he or, in the event of death, his designated beneficiary(ies), shall
receive monthly payments ranging from $1,250 to $1,800 for a period of ten
years from the date of death, disability or retirement. In the event Mr.
Garvin retires at age 65 or over, Mr. Garvin shall receive $4,750 per month
for ten years from the date of his retirement.
The Company entered into an additional deferred compensation agreement with
Mr. Garvin in 1990. Pursuant thereto, in the event during the course of
employment Mr. Garvin (i) dies, (ii) becomes totally disabled or (iii) elects
to retire after July 25, 1992 and prior to age 65, he or, in the event of
death, his designated beneficiary(ies), shall receive monthly payments
ranging from $618.81 to $2,351. These payments are to continue for a period
of ten years from the date of death, disability or retirement. In the event
he retires at age 65 or over, Mr. Garvin shall receive $2,475.24 per month
for ten years from the date of his retirement. The benefits under the two
agreements are cumulative.
On January 11, 1995, the Company entered into severance agreements with
Peter J. Fiorillo and John D. Kuranz. The severance agreements provide for
the payment of the current base salary (with set minimum limits for purposes
of the payment) to the respective individual for a period of one year from
the date of termination for (i) termination without cause; and (ii) if the
individual voluntarily leaves the employ of the Company because of a change
of control or because Andrew P. Garvin is no longer Chief Executive Officer.
Additionally, if the above occurs, all options granted to the respective
individual by the Company shall become immediately vested and exercisable.
Change of control is defined in the severance agreements to include the
acquisition by a party of 30% or more of the outstanding shares of Common
Stock of the Company or a change in the majority of the incumbent Board of
Directors. In the event that the Company terminates Mr. Fiorillo or Mr.
Kuranz for cause, and a court of law or other tribunal ultimately determines
that such termination was without cause, then the respective individual shall
be entitled to receive double the amount of compensation described above.
Directors are not compensated for their services as such, except that the
1996 Stock Option Plan of the Company provides for the automatic grant to
outside directors of five-year non-incentive options to purchase 2,500 shares
of Common Stock on the first business day of each new year, the exercise
price being the fair market value on the date of the grant.
<PAGE>
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company operates in the research, business intelligence and knowledge
service industry and must attain high levels of quality in the servicing of
its clients. In order to succeed, the Board believes that it must be able
to attract and retain qualified experienced executives. To achieve this
goal, the Company has offered competitive executive compensation to attract
and retain key executives with relevant experience in the industry or in
growth companies in related industries. Executive compensation has also
been structured to align management's interests with the success of the
Company by making a portion of compensation dependent on long term success
of the Company.
During 1996, the entire Board of Directors held primary responsibility for
determining executive compensation levels. The Board as a whole has
maintained a philosophy that compensation of executive officers, specifically
including that of the President and Chief Executive Officer, should be
directly linked to operating achievements and, to a lesser extent, stock
performance.
Over the past five years the revenues of the Company have increased over
78% and the retainer client base has grown each quarter since the Company's
inception. These achievements have been reflected in executive compensation
and, specifically, in the compensation of the Company's President and Chief
Executive Officer. The President and Chief Executive Officer's compensation
package is divided into three components: a base salary, a performance bonus
based upon pre-tax profits above a predetemined level and stock options. In
addition, the Company has utilized stock options to link other executives'
compensation to stock price performance. All executive officers, including
the President and Chief Executive Officer, have been granted stock options
so that they will benefit financially from long term success of the Company
and increases in the price of the Company's Common Stock.
THE BOARD OF DIRECTORS
Andrew P. Garvin, Chairman
Brigitte de Gastines
Howard S. Breslow
Frederick H. Fruitman
Charles Baudoin
Jean-Louis Bodmer
James L. Luikart
<PAGE>
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Company's Common Stock for a period of five
years ended December 31, 1996, with the cumulative total return of the NASDAQ
Stock Market Index (U.S. companies), a broad market index, prepared for
NASDAQ by the Center for Research in Securities Prices ("CRSP")
at the University of Chicago, and a Peer Group Index, an index prepared by
CRSP made up of the selected NASDAQ traded companies. The comparison for
each of the periods assumes that $100 was invested on December 31, 1991, in
each of the Common Stock of the Company, the stocks included in the NASDAQ
Stock Market Index (U.S. Companies) and the stocks included in the Peer Group
Index. These indices which reflect the assumption of reinvestment of
dividends, do not necessarily reflect returns that could be achieved by
individual investors.
[STOCK PERFORMANCE CHART}
1. The Peer Group Index consists of NASDAQ stocks in STC # 8740-8749 U.S.
companies.
2. Annualized returns for FIND/SVP, Inc., the CRSP Index for NASDAQ Stock
Market (U.S. companies) and the Peer Group Index are comprised of
total market return for all stocks in the index.
3. The CRSP Index for the NASDAQ Stock Market (U.S. companies) includes
total returns on all domestic common shares and ADR's traded
on the NASDAQ National Market and NASDAQ Small-Cap Market and is
comprised of their annualized total market return.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since 1971, the Company has been a licensee of SVP International. Pursuant
to this license agreement, the Company pays royalties to SVP International
for the use of the SVP name and participation in the SVP International
network. The royalties for 1996 to SVP International were approximately
$137,000. SVP International is a subsidiary of Amalia S.A., a principal
shareholder of the Company.
Howard S. Breslow, a director of the Company, is a member of Breslow &
Walker, LLP, general counsel to the Company. During 1996, Breslow & Walker,
LLP received legal fees of $130,078.
During 1996, pursuant to an advisory agreement with the Company extended
to include 1996, Frederick H. Fruitman, a director of the Company, performed
financial advisory services for which he received fees of $18,000.
Andrew P. Garvin, Chairman of the Board, President and Chief Executive
Officer of the Company, entered into an Agreement (the "First Refusal
Agreement"), dated as of November 6, 1992, with Amalia S.A. and its
subsidiaries, SVP International and SVP, S.A. (Collectively "Amalia").
Amalia beneficially owns 1,438,374 shares of Common Stock, or 21.1% of
outstanding shares, and Brigitte de Gastines, a director of the Company,
owns in excess of 99% of the stock of Amalia S.A. The First Refusal Agreement
provides for mutual rights of first refusal in the event that either Mr.
Garvin or Amalia desires to dispose, in a public or private transaction,
any of the shares of Common Stock owned by them. In the event that a party
declines to exercise its right of first refusal, the proposed selling party
may consummate such sale within the time period permitted under the First
Refusal Agreement. The First Refusal Agreement terminates upon the earlier
of (i) the consent of the parties, (ii) October 1997 or (iii) the institution
by Mr. Garvin, Amalia or any majority owned subsidiary of either party
of a tender offer for the Common Stock without the consent of the other
party.
James L. Luikart, a director of the Company, is Executive Vice President
of Furman Selz Investments LLC, which is the General Partner of Furman Selz
SBIC, L.P., which holds warrants to purchase 900,000 shares of Common Stock
of the Company and notes in the Company in the principal amount of
$2,025,000, which were purchased in 1996.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected the accounting firm of KPMG Peat
Marwick LLP to serve as independent auditors of the Company to perform
the annual audit for the year ending December 31, 1997 and proposes the
ratification of such decision. A representative of KPMG Peat Marwick LLP
is expected to be present at the annual meeting. He or she will have the
opportunity to make a statement if he or she so desires to do so and will
be available to respond to appropriate shareholder questions.
The Board of Directors recommends a vote FOR ratification of the selection
of KPMG Peat Marwick LLP as independent auditors for the Company for the year
ending December 31, 1997.
<PAGE>
SHAREHOLDERS PROPOSAL
Shareholders who wish to present proposals for action at the 1998 Annual
Meeting of Shareholders should submit their proposals in writing to the
Secretary of the Company at the address of the Company set forth on the first
page of this Proxy statement. Proposals must be received by the Secretary no
later than January 19, 1998 for inclusion in next year's proxy materials.
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to Shareholders of the Company for the year ended
December 31, 1996, including audited financial statements, has been mailed
to the shareholders concurrently herewith, but such report is not
incorporated in this Proxy Statement and is not deemed to be a part of
the proxy solicitation material.
OTHER MATTERS
The Board of Directors of the Company does not know of any other matters
that are to be presented for action at the Annual Meeting of Shareholders. If
any other matters are properly brought before the meeting or any adjournment
thereof, the persons named in the enclosed proxy will have the discretionary
authority to vote all proxies received with respect to such matters in
accordance with their best judgments.
BY ORDER OF THE BOARD OF DIRECTORS
/s/
PETER J. FIORILLO, SECRETARY
New York, New York
May 13, 1997
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND
YOUR COOPERATION WILL BE APPRECIATED.
<PAGE>
PROXY
FIND/SVP, INC.
625 Avenue of the Americas
New York, New York 10011
This Proxy is solicited on behalf of the Board of Directors
The undersigned, acknowledging receipt of the proxy statement dated
May 13, 1997 of FIND/SVP, Inc., hereby constitutes and appoints Andrew P.
Garvin and Peter J. Fiorillo, and each or any of them, attorney, agent and
proxy of the undersigned, with full power of substitution to each of them,
for and in the name, place and stead of the undersigned, to appear and vote
all the shares of stock of FIND/SVP, Inc., standing in the name of the
undersigned on the books of said corporation on May 5, 1997 at the Annual
Meeting of Shareholders of FIND/SVP, Inc., to be held at the Hotel
Inter-Continental, 111 E. 48 St., New York City, New York, on June 19, 1997
at 11:30 a.m., New York City time, and any and all adjournments thereof.
When properly executed, this proxy will be voted as designated by the
undersigned. If no choice is specified, the proxy will be voted FOR the
election of directors and FOR the ratification of the appointment of KPMG Peat
Marwick LLP as independent auditors for the year ending December 31, 1997,
which are set forth in the Proxy Statement.
1. ELECTION OF DIRECTORS
( ) FOR all nominees listed below (except as written in on the line below)
Andrew P. Garvin, Brigitte de Gastines, Howard S. Breslow, Frederick
H. Fruitman, Charles Baudoin, Jean-Louis Bodmer, James L. Luikart.
( ) WITHHOLD AUTHORITY
( ) For ALL Nominees
( ) For the individual(s) listed below (Instruction: To withhold
authority to vote for any individual nominee, please write in
name on line below)
( ) ABSTAIN
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1997.
( ) FOR ( ) AGAINST ( ) ABSTAIN
<PAGE>
3. FOR SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING AND
ANY ADJOURNMENTS THEREOF.
-------------------------------------------------------, 1997
Date
-------------------------------------------------------------
Signature
-------------------------------------------------------------
Signature, if held jointly
Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, 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.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
