<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SELFIX, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
SELFIX, INC.
4501 WEST 47TH STREET
CHICAGO, ILLINOIS 60632
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 1996
To the Stockholders of Selfix, Inc.:
The Annual Meeting of Stockholders of Selfix, Inc., a Delaware corporation
(the "Company"), will be held on Tuesday, May 21, 1996 at 10:30 AM local time at
the Company's General Offices, 4501 West 47th Street, Chicago, Illinois 60632
for the following purposes, as more fully described in the accompanying Proxy
Statement:
1. To elect six (6) directors to serve until the next annual meeting of
stockholders or until their successors are elected and qualified;
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record of the Company's Common Stock, par value $0.01 per
share, at the close of business on March 21, 1996, the record date fixed by the
Board of Directors, are entitled to notice of, and to vote at, the meeting, also
as more fully described in the Proxy Statement.
All stockholders are cordially invited to attend the meeting. Those who
cannot attend are urged to sign, date and otherwise complete the enclosed proxy
and return it promptly in the envelope provided. Any stockholder giving a proxy
has the right to revoke it at any time before it is voted.
For the Board of Directors,
JAMES R. TENNANT
James R. Tennant
Chairman of the Board
Chicago, Illinois
April 5, 1996
<PAGE> 3
SELFIX, INC.
4501 WEST 47TH STREET
CHICAGO, ILLINOIS 60632
------------------------
PROXY STATEMENT
------------------------
APPROXIMATE DATE PROXY MATERIAL
FIRST SENT TO STOCKHOLDERS:
APRIL 5, 1996
------------------------
The following information is provided in connection with the solicitation
of proxies for the Annual
Meeting of Stockholders of Selfix, Inc., a Delaware corporation (the "Company"),
to be held on Tuesday, May 21, 1996, and adjournments thereof (the "Meeting"),
for the purposes stated in the Notice of Annual Meeting of Stockholders
preceding this Proxy Statement.
GENERAL INFORMATION
SOLICITATION OF PROXIES
A form of proxy is being furnished herewith by the Company to each
stockholder and, in each case, such proxy is solicited on behalf of the Board of
Directors of the Company for use at the Meeting. The entire cost of soliciting
these proxies will be borne by the Company. Solicitation will be made by mail,
and may also be made by telephone or telegraph by directors, officers and
regular employees of the Company, but these persons will not be separately
compensated for such solicitation services. The Company may pay persons holding
shares in their names or the names of their nominees for the benefit of others,
such as brokerage firms, banks, depositories and other fiduciaries, for costs
incurred in forwarding proxy solicitation material to their principals.
AUTHORITY CONFERRED BY PROXIES
Each proxy duly executed and returned by stockholders and received by the
Company before the Meeting will be voted FOR the election of all of the nominee
directors specified herein, unless a contrary choice is specified in the proxy.
Where a contrary specification is indicated as provided in the proxy, the shares
represented by the proxy will be voted in accordance with the specification
made. As to the other matters, if any, to be voted upon at the Meeting, the
persons designated as proxies in the accompanying form of proxy will take such
action as they, in their discretion, may deem advisable. The persons named as
proxies were selected by the Board of Directors and one is a director and
officer of the Company and the other is an officer of the Company.
REVOCABILITY OF PROXIES
Execution of the enclosed proxy will not affect your right as a stockholder
to attend the Meeting and to vote in person. Any stockholder giving a proxy has
the right to revoke it at any time by: (i) a later dated proxy, duly executed
and delivered or presented at the Meeting; (ii) a written revocation sent to and
received by the Secretary of the Company prior to the Meeting; or (iii)
attendance at the Meeting and voting in person.
VOTING SECURITIES AND RECORD DATE
The Company's voting securities consist of one class of Common Stock, par
value $0.01 per share (the "Common Stock"), and one class of Preferred Stock,
par value $0.01 per share (the "Preferred Stock"). The Company had 3,861,784
outstanding shares of Common Stock and no shares of Preferred Stock outstanding
<PAGE> 4
as of the close of business on March 21, 1996 (the "Record Date"). Only
stockholders of record on the books of the Company at the close of business on
the Record Date will be entitled to vote at the Meeting. Each share of Common
Stock is entitled to one vote. Representation at the Meeting by the holders of
one-third of the shares of Common Stock outstanding on the Record Date, either
by personal attendance or by proxy, will constitute a quorum.
Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Except for
the election of directors which is decided by a plurality of votes, abstentions
are counted as negative votes in tabulations of the votes cast on proposals
presented to stockholders, whereas broker non-votes are not counted as negative
votes for purposes of determining whether a proposal has been approved.
SECURITY OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT
The following table sets forth information as of March 21, 1996, with
respect to the beneficial ownership of the Company's outstanding Common Stock by
each stockholder known by the Company to be the beneficial owner of more than 5%
of its Common Stock, each director, each executive officer named in the Summary
Compensation table and all the directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENT
NAME AND ADDRESS OF BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
- ------------------------------------------------------------------------- ------------ -------
<S> <C> <C>
Estate of Meyer J. Ragir(1).............................................. 716,155 18.5%
200 North LaSalle Street
Suite 2100
Chicago, Illinois 60606
Estate of Norma L. Ragir(1).............................................. 772,846 20.0
200 North LaSalle Street
Suite 2100
Chicago, Illinois 60606
Jeffrey C. Rubenstein(2)(3).............................................. 20,550 *
Lowell L. Ruffer(4)...................................................... 0 *
William P. Mahoney(5).................................................... 7,000 *
James R. Tennant(6)...................................................... 10,456 *
Charles R. Campbell...................................................... 1,000 *
Daniel B. Shure.......................................................... 1,400 *
Marshall Ragir(7)........................................................ 67,093 *
James E. Winslow......................................................... 5,530 *
Peter L. Graves(8)....................................................... 2,157 *
Michael J. Ricard(9)..................................................... 1,770 *
Theodore W. Lucore....................................................... 2,960 *
All Directors and Executive Officers as a Group (14 persons)(10)......... 1,608,500 41.7
</TABLE>
- -------------------------
* Less than 1%.
(1) Mr. Jeffrey C. Rubenstein, a director of the Company, is the executor of
the estates of Meyer J. Ragir and Norma L. Ragir.
(2) Jeffrey C. Rubenstein is the executor of the estate of Meyer J. Ragir and
the estate of Norma L. Ragir and in such capacity exercises voting and
investment power with respect to the shares of Common Stock beneficially
owned by these estates. Mr. Rubenstein is co-trustee of the MJR/NLR Gift
Trust -- Judith Ragir Separate Trust (157,623 shares), the MJR/NLR Gift
Trust -- Robert Ragir Separate Trust (157,624 shares) and the MJR/NLR Gift
Trust -- Marshall Ragir Separate Trust (157,623 shares) and, in such
capacities, exercises shared voting and investment power with respect to
the shares of Common Stock beneficially owned by such trusts. Mr.
Rubenstein is also co-trustee of the Meyer J. Ragir Family Irrevocable
Trust -- Judith Ragir
2
<PAGE> 5
Separate Trust (66,993 shares), the Meyer J. Ragir Family Irrevocable Trust --
Robert Ragir Separate Trust (66,994 shares) and the Meyer J. Ragir Family
Irrevocable Trust -- Marshall Ragir Separate Trust (66,993 shares) and, in such
capacities, exercises shared voting and investment power with respect to the
shares of Common Stock beneficially owned by such trusts. Mr. Rubenstein in
his various capacities exercises either sole or shared voting and
investment power to 2,162,851 shares of Common Stock or 56% of the
outstanding shares of stock as of March 21, 1996. Mr. Rubenstein disclaims
beneficial ownership of these shares of Common Stock.
(3) Includes 5,050 shares beneficially owned by Mr. Rubenstein's adult
children, as to which 5,050 shares Mr. Rubenstein disclaims beneficial
ownership.
(4) Mr. Ruffer is a co-trustee of the MJR/NLR Gift Trust -- Judith Ragir
Separate Trust (157,623 shares), the MJR/NLR Gift Trust -- Robert Ragir
Separate Trust (157,624 shares) and the MJR/NLR Gift Trust -- Marshall
Ragir Separate Trust (157,623 shares) and, in such capacities, exercises
shared voting and investment power with respect to the shares of Common
Stock owned by such trusts. Mr. Ruffer in his various capacities, exercises
shared voting and investment power with respect to 472,870 shares of Common
Stock or 12% of the outstanding shares of stock as of March 21, 1996. Mr.
Ruffer disclaims beneficial ownership of these shares of Common Stock
(5) Includes 5,000 shares of Common Stock subject to stock options exercisable
within 60 days of March 21, 1996.
(6) Includes 5,000 shares of Common Stock subject to stock options exercisable
within 60 days of March 21, 1996.
(7) Includes 66,963 shares of Common Stock beneficially owned by the Meyer J.
Ragir Family Irrevocable Trust -- Marshall Ragir Separate Trust with
respect to which Mr. Ragir, in his capacity as a co-trustee, exercises
shared voting and investment power. Does not include 157,623 shares of
Common Stock beneficially owned by the MJR/NLR Gift Trust -- Marshall Ragir
Separate Trust with respect to which Mr. Ragir does not exercise sole or
shared voting or investment power.
(8) Includes 1,546 shares of Common Stock subject to stock options exercisable
within 60 days of March 21, 1996.
(9) Includes 1,117 shares of Common Stock subject to stock options exercisable
within 60 days of March 21, 1996.
(10) Includes 15,915 shares of Common Stock subject to stock options exercisable
within 60 days of March 21, 1996.
ELECTION OF DIRECTORS
The By-Laws of the Company currently provide that the Board of Directors
shall consist of at least five directors to be elected at the annual meeting of
stockholders to hold office until the next annual meeting or until their
successors are elected and qualified. The proxies solicited by and on behalf of
the Board of Directors will be voted FOR the election of the six nominees listed
below, unless authority to do so is withheld as provided in the proxy. All
nominees are currently members of the Company's Board of Directors. The proxies
cannot be voted for a greater number of persons than the number of nominees
named. If for any reason one or more of the nominees should be unable to serve
or refuse to serve as a director (an event which is not anticipated), the
persons named as proxies will vote for another candidate or candidates nominated
by the Board of Directors, and discretionary authority to cast such votes is
included in the proxy. The nominees receiving the highest number of votes of
shares of Common Stock, up to the number of directors to be elected, shall be
elected.
NOMINEES
The Board of Directors has nominated for election the following
individuals, all of whom are currently directors:
Charles R. Campbell, age 56, has been a Director of the Company since
September 1994. Mr. Campbell has been President of C. R. Campbell & Associates,
a management consulting firm, since January 1995. From 1985 to 1995 Mr. Campbell
was Senior Vice President, Chief Financial and Administrative Officer of Federal
Signal Corporation, a diversified manufacturer of capital goods. From 1982 to
1985, he was Vice President and Chief Financial Officer of the Masonite
Corporation, a manufacturer of building products. Mr. Campbell is a member of
the Compensation Committee and Audit Committee.
William P. Mahoney, age 60, has been a Director of the Company since
December 1992. Mr. Mahoney, since 1988, has been a management consultant with
The Everest Group. In 1988, he was Executive Vice President of the American
Appraisal Association, Valuation Consultant. From 1983 to 1988 he was Group
President of the Consumer Goods Division of Beatrice Companies. From 1974 to
1983 he was Division President of the Consumer Goods Division of Sara Lee
Corporation. Mr. Mahoney is a member of the Audit Committee. Mr. Mahoney is a
director of Piemonte Foods, Inc.
3
<PAGE> 6
Marshall Ragir, age 51, has been a Director of the Company since July,
1995. Since 1991, Mr. Ragir has been President and Chief Executive Officer of
Know Business Inc., a venture capital and investment company. From 1982 until
1991 Mr. Ragir was a screen writer and film producer for various Hollywood film
companies as well as independent film producers. Mr. Ragir is a member of the
Compensation Committee. Mr. Ragir is a director of several charitable
foundations and non-profit agencies.
Jeffrey C. Rubenstein, age 53, has been a Director of the Company since
September 1986. Mr. Rubenstein is a member of the Company's Audit Committee.
Since 1991, Mr. Rubenstein has been a partner in the law firm of Much Shelist
Freed Denenberg Ament Bell & Rubenstein, P.C., an Illinois professional
corporation which is counsel to the Company. From January 1989 until June 1991,
Mr. Rubenstein was of counsel to the law firm of Sachnoff & Weaver, Ltd., an
Illinois professional corporation and of which he was a principal until July
1988. From March 1988 until January 1989, Mr. Rubenstein was President of
Medical Management of America, Inc. ("MMA"), a management services company for
health care providers. Mr. Rubenstein is a Director of Miller Building Systems,
Inc. and a number of privately held firms.
Daniel B. Shure, age 38, has been a director of the Company since December
1994. Since 1988, Mr. Shure has been President and Chief Executive Officer of
Strombecker Corporation, an international toy manufacturer and distributor. From
1987 to 1988, he was Vice President of Giftco, Inc., a wholesaler and
distributor of non-durable products. From 1986 to 1987, Mr. Shure was Executive
Vice President of North American Bear Company, a toy manufacturer. Mr. Shure is
a member of the Compensation Committee. He is also a director of a number of
privately held firms.
James R. Tennant, age 42, has been Chairman of the Board and Chief
Executive Officer since April 1994 and has been a Director of the Company since
December 1992. Mr. Tennant was a member of the Company's Compensation Committee
until April 1994. Mr. Tennant was President of Foote, Cone & Belding/Direct, an
international advertising firm, from 1982 to 1994. From 1979 to 1982 Mr. Tennant
was employed by Young & Rubicam, an advertising agency, his final position being
Senior Vice President.
COMMITTEES AND ATTENDANCE
The Board of Directors met six times during the fifty-two weeks ended
December 30, 1995. All of the directors attended at least 75% of the meetings
held. The Audit Committee, comprised of directors Charles R. Campbell, Jeffrey
C. Rubenstein and William P. Mahoney, met twice during this period. The Audit
Committee oversees the activities of the Company's independent auditors. The
Compensation Committee, comprised of directors Charles R. Campbell, Marshall
Ragir and Daniel B. Shure, met twice during this period. This Committee reviews
and makes recommendations to the Board of Directors with regard to the salaries,
incentive compensation and related benefits of corporate officers and other
employees. The Company does not have a nominating committee.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company are not separately compensated
for serving on the Board of Directors. Non-employee directors are paid an annual
retainer of $2,500. In addition, they receive a fee of $1,750 for each board
meeting attended. Non-employee directors who are members of board committees
also receive $500 for each committee meeting attended. During 1995, four
non-employee directors (with the exception of Mr. Mahoney who was previously
granted options to purchase 5,000 shares of Common Stock) were each granted
options to purchase 5,000 shares of Common Stock at an exercise price of $5.375
per share, the fair market value as defined in the 1994 Stock Option Plan, on
the date of grant.
THE COMPANY'S BOARD UNANIMOUSLY RECOMMENDS VOTING "FOR" THE NOMINEES SET
FORTH HEREIN.
4
<PAGE> 7
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the 1934 Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the SEC initial reports
of ownership and reports of changes in ownership of common stock and other
equity securities of the Company. Executive officers, directors, and greater
than ten-percent shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely upon review of the copies of such
reports furnished to the Company or written representations that no other
reports were required. The Company believes that during the 1995 fiscal year,
all Section 16(a) filing requirements applicable to its executive officers,
directors and greater than ten-percent beneficial owners were complied with
except that one report, covering an aggregate of three transactions, was
inadvertantly filed late by Daniel B. Shure, a Director of the Company.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation awarded to the chief
executive officer and each of the other four most highly compensated executive
officers of the Company (the "named executive officers"). Mr. Tennant became
Chairman and Chief Executive Officer of the Company in April, 1994, Mr. Winslow
and Mr. Lucore became executive officers of the Company in November 1994 and
January 1995, respectively. The compensation paid to Mr. Graves, Mr. Ricard, and
Mr. Winslow was not required to be disclosed in this table for 1994 or 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARD
------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
----------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS # ($)(1)
- -------------------------------------- ---- ---------- --------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
James R. Tennant...................... 1995 $ 250,000 $ 100,000 350,000(2) $4,243
Chairman of the Board and Chief 1994 175,769 -0- 350,000 -0-
Executive Officer
James E. Winslow...................... 1995 170,000 118,000(3) 60,000(2) 4,141
Senior Vice President, Chief Officer
Financial and Secretary
Peter L. Graves....................... 1995 102,865 34,254 10,000(4) 7,141
Vice President, Marketing
Michael J. Ricard..................... 1995 100,732 32,786 20,000 6,570
Vice President Sales, Shutters, Inc.
Theodore W. Lucore(5)................. 1995 101,539 44,000 20,100(4) 2,729
Senior Vice President, Operations
</TABLE>
- -------------------------
(1) Reflects amounts contributed by the Company to the Company's 401(k) and
Profit Sharing Plan.
(2) Reflects replacement options granted in fiscal 1995 to these executive
officers. See "Ten-Year Option Repricings" table. No other options were
granted to these executive officers in fiscal 1995.
(3) Includes a $50,000 contingent payout pursuant to Mr. Winslow's continued
employment by the Company.
(4) Reflects replacement options granted in fiscal 1995 (with the exception of
100 options granted to Mr. Lucore) to these named executive officers to
replace cancelled options that were also granted in fiscal 1995. See
"Ten-Year Option Repricing" table.
(5) Mr. Lucore retired March 29, 1996.
5
<PAGE> 8
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information on option exercises in fiscal 1995
by the named executive officers and the value of such officers' unexercised
options at December 30, 1995.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN THE
SHARES OPTIONS AT DECEMBER 30, MONEY OPTIONS AT DECEMBER
ACQUIRED ON 1995(#)(1) 30, 1995(2)
EXERCISE VALUE ---------------------------- ----------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James R. Tennant.......... -0- -0- 5,000 350,000 $ -0- $ -0-
James E. Winslow.......... -0- -0- -0- 60,100 -0- 138
Peter L. Graves........... -0- -0- 1,546 10,183 1,880 73
Michael J. Ricard......... -0- -0- 1,117 20,100 -0- 138
Theodore W. Lucore........ -0- -0- -0- 20,100 -0- 150
</TABLE>
- -------------------------
(1) Future exercisability is subject to vesting and the optionee remaining
employed by the Company.
(2) Value is calculated by subtracting the exercise price from the assumed fair
market value of the securities underlying the option at fiscal year-end and
multiplying the result by the number of in-the-money options held. There is
no guarantee that if and when these options are exercised they will have
this value. Fair market value was calculated based on the closing market
price of shares of the Common Stock as reported on the NASDAQ National
Market System on that date ($5.625).
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in fiscal 1995 to
the named executive officers.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENTAGE OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -------------------
GRANTED #(1) FISCAL YEARS(3) ($/SHARE) DATE 5% ($) 10% ($)
------------ --------------- --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
James R. Tennant............ 100,000 16.2% $6.00 12-31-99 $83,722 $223,556
175,000 28.4% 7.00 12-31-99 0 216,223
75,000 12.2% 8.00 12-31-99 0 17,667
James E. Winslow............ 20,000 3.2% 6.00 05-09-05 54,524 145,269
20,000 3.2% 7.00 05-09-05 34,524 125,269
20,000 3.2% 8.00 05-09-05 14,524 105,269
Peter L. Graves............. 3,334 0.5% 6.00 05-09-05 9,603 25,779
3,333 0.5% 7.00 05-09-05 6,270 22,446
3,333 0.5% 8.00 05-09-05 2,937 19,113
Michael J. Ricard........... 6,667 1.1% 6.00 09-27-05 20,327 54,967
6,667 1.1% 7.00 09-27-05 13,660 48,300
6,666 1.1% 8.00 09-27-05 6,994 41,634
Theodore W. Lucore.......... 6,667 1.1% 6.00 05-09-05 19,204 51,551
6,667 1.1% 7.00 05-09-05 12,537 44,884
6,666 1.1% 8.00 05-09-05 5,871 38,218
100 0% 4.13 02-07-05 465 928
</TABLE>
- -------------------------
(1) The options listed in this column, except for the options granted to Mr.
Ricard and 100 options granted to Mr. Lucore, were granted as replacement
options in May, 1995 as shown in the "Ten-Year Option Repricings" table.
(2) Potential realizable value is based on an 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 option term. These numbers are
based on the requirements of the Commission and do not reflect the Company's
estimate of future stock price performance.
(3) The Company granted options representing 616,700 shares in 1995 (includes
460,000 options which were granted as replacement options).
6
<PAGE> 9
TEN-YEAR OPTION REPRICINGS
During 1995, the Company's Board of Directors cancelled options to purchase
460,000 shares of Common Stock held by various members of senior management at
exercise prices ranging from $7.50 to $12.00 per share and issued replacement
options to purchase the same number of shares of Common Stock at prices ranging
from $6.00 to $8.00 per share which exceeded the fair market value, as defined
in the 1994 Stock Option Plan, on the date of grant. The options were cancelled
and repriced to provide a more realistic and attainable incentive based on the
market price of the Common Stock ($4.25) on the date of grant.
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL
SECURITIES OPTION TERM
UNDERLYING MARKET PRICE OF EXERCISE PRICE NEW REMAINING AT
OPTIONS STOCK AT TIME AT TIME OF EXERCISE DATE OF
REPRICED OR OF REPRICING OR REPRICING OR PRICE REPRICING OR
DATE AMENDED (#)(1) AMENDMENT ($) AMENDMENT ($) ($) AMENDMENT
---- -------------- --------------- -------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
James R. Tennant....... 5/95 100,000 4.25 7.50 6.00 49 mos.
5/95 175,000 4.25 10.00 7.00 49 mos.
5/95 75,000 4.25 12.00 8.00 49 mos.
James E. Winslow....... 5/95 20,000 4.25 7.50 6.00 114 mos.
5/95 20,000 4.25 10.00 7.00 114 mos.
5/95 20,000 4.25 12.00 8.00 114 mos.
Peter L. Graves........ 5/95 3,334 4.25 7.50 6.00 117 mos.
5/95 3,333 4.25 10.00 7.00 117 mos.
5/95 3,333 4.25 12.00 8.00 117 mos.
Theodore W. Lucore..... 5/95 6,667 4.25 7.50 6.00 117 mos.
5/95 6,667 4.25 10.00 7.00 117 mos.
5/95 6,666 4.25 12.00 8.00 117 mos.
</TABLE>
- -------------------------
(1) Does not include options to purchase 20,000 shares of Common Stock that were
cancelled and replaced in May 1995 and subsequently cancelled.
EMPLOYMENT AGREEMENTS
James R. Tennant is employed as Chairman of the Board and Chief Executive
Officer pursuant to an employment agreement which commenced May 1, 1994 and
expires December 31, 1996. The employment agreement provides for an annual base
salary of $250,000. Mr. Tennant is also entitled to receive a discretionary
bonus, based on the Company's financial performance. Mr. Tennant's agreement
also includes provisions for severance. In addition, Mr. Tennant is entitled to
receive a $1,000,000 payment from the Company if a change in control of the
Company ownership, as defined in the employment agreement, occurs prior to
January 1, 1998 at a common stock price greater than or equal to $7.50 per
share. Mr. Tennant was also granted 350,000 replacement options at prices
ranging from $6.00 to $8.00 which expire December 31, 1999. The expiration date
of these options can be extended for a period of five years if the trading price
of the Company's Common Stock exceeds $10.00 per share for the entire month of
December, 1999.
COMPENSATION COMMITTEE REPORT
The Compensation Committee ("Committee") determines and administers the
compensation of the Company's executive officers.
Compensation Philosophy
At the direction of the Board of Directors and pursuant to the charter of
the Committee, the Committee endeavors to ensure that the compensation programs
for executive officers of the Company are effective in
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attracting and retaining key executives responsible for the success of the
Company and are administered in an appropriate fashion in the long-term
interests of the Company. The Committee actions related to the compensation of
the chief executive officer of the Company are submitted to the full board for
ratification.
The Committee believes that the Company's overall financial performance
should be an important factor in the total compensation of the Company's
executive officers. At the executive officers level, the Committee has a policy
that a significant portion of the total compensation should consist of variable,
performance-based components, such as stock awards and bonuses, which can
increase or decrease to reflect changes in corporate and individual
performances. These incentive compensation programs are intended to reinforce
management's commitment to enhancement of profitability and shareholder value.
The Committee takes into account various qualitative and quantitative
indicators of the Company and individual performance in determining the level
and composition of compensation for the chief executive officer and other
executive officers. While the Committee considers such Company performance
measures as net income, earnings per share, return on average stockholders'
equity and return on average total assets, the Committee does not apply any
specific quantitative formula in making compensation decisions. The Committee
also appreciates the importance of achievements that may be difficult to
quantify, and accordingly recognizes qualitative factors, such as successful
supervision of major corporate projects, demonstrated leadership ability and
contributions to industry and community development.
Where possible, the Committee will attempt to evaluate the total
compensation of the Company's chief executive officer and other executive
officers in light of information regarding the compensation practices and
corporate financial performance of a peer group consisting of competitive
companies of similar asset size. From time to time, the Committee also receives
assessments and advice regarding the Company's compensation practices from
independent compensation consultants.
Base Salary/Annual Bonus/Stock Option
Base salaries for the chief executive officer and other executive officers
are established at levels considered appropriate in light of the duties and
scope of responsibilities of each officer's position. Salaries are reviewed
periodically and adjusted as warranted to reflect sustained individual officer
performance. The Committee focuses primarily on total annual compensation,
including incentive awards, rather than base salary alone, as the appropriate
measure of executive officer performance and contribution. The Company paid a
performance bonus to Mr. Tennant in 1996 based on the Company's 1995 pre-tax
results (excluding restructuring and other unusual charges) pursuant to the
terms of his Employment Agreement. Certain other executive officers of the
Company received performance bonuses in 1996 based on the 1995 pre-tax results
(excluding restructuring and other unusual charges) of their reporting entity
compared to budget. One executive officer of the Company received a bonus in
1995 based on the sales performance of his reporting entity compared to budget.
In approving grants and awards under the Option Plan, the Committee
considers various quantitative and qualitative factors. The number of options
previously awarded to and held by executive officers is reviewed but is only one
factor in determining the size of current option grants.
During 1995, the Company's Board of Directors cancelled options to Purchase
460,000 shares of Common Stock held by various members of senior management at
exercise prices ranging from $7.50 to $12.00 per share and issued replacement
options to purchase the same number of shares of Common Stock at prices ranging
from $6.00 to $8.00 per share which exceeded the fair market value, as defined
in the 1994 Stock Option Plan, on the date of grant. The options were cancelled
and repriced to provide a more realistic and attainable incentive based on the
market price of the Common Stock ($4.25) on the date of grant.
Chief Executive Officer Compensation
Compensation of the Chief Executive Officer for the 1995 fiscal year was
determined pursuant to the terms of Mr. Tennant's Employment Agreement.
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In May, 1995, Mr. Tennant's Employment Agreement was amended to provide,
among other things, for the grant of bonuses to Mr. Tennant on a qualitative
basis at the discretion of the Board of Directors, and the cancellation of
options to purchase 350,000 shares of Common Stock held by Mr. Tennant at
exercise prices ranging from $7.50 to $12.00 per share and issuance of
replacement options to purchase the same number of shares of Common Stock at
prices ranging from $6.00 to $8.00 which exceeded the fair market value, as
defined in the 1994 Stock Option Plan, on the date of grant . See the "Ten-Year
Option Repricing" table. The Company paid a performance bonus to Mr. Tennant in
1996 based on the Company's 1995 pre-tax results (excluding restructuring and
other unusual charges) pursuant to the terms of his Employment Agreement.
The Committee also approved the compensation of the Company's other
executive officers for 1995, following the principles and procedures outlined in
this report.
Compensation Committee
Charles R. Campbell
Daniel B. Shure
Marshall Ragir
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the 1933 Act or the 1934 Act that might incorporate
future filings, including this Proxy Statement, in whole or in part, the
preceding report and the Performance Graph included in "Company Stock
Performance" shall not be incorporated by reference into any such filings.
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<PAGE> 12
COMPANY STOCK PERFORMANCE
The following line graph sets forth a comparison of the cumulative total
shareholder return on the Company's Common Stock with the cumulative total
return of the companies listed on the NASDAQ Market Index and a group of
companies selected on a industry index (SIC code 3089 - Plastics Products
N.E.C.). The table is for a period of five years and assumes $100 was invested
on January 1, 1991. Total return assumes that dividends, if any, were
reinvested. The stock performance in the table below is not necessarily
indicative of the future price performance.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG SELFIX INC,
NASDAQ MARKET INDEX AND SIC CODE INDEX
[GRAPH]
<TABLE>
<CAPTION>
1/1/91 12/28/91 12/26/92 12/25/93 12/31/94 12/30/95
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Selfix, Inc........................... $100.00 $165.38 $100.00 $219.23 $138.46 $173.08
SIC Code Index........................ 100.00 162.38 159.37 202.74 199.24 241.52
NASDAQ Market Index................... 100.00 128.38 129.64 155.50 163.26 211.77
</TABLE>
CERTAIN TRANSACTIONS
The Company leases its principal office, manufacturing and distribution
facility in Chicago, Illinois from the three separate MJR/NLR Gift Trusts (-
Judith Ragir Separate Trust, - Robert Ragir Separate Trust and - Marshall Ragir
Separate Trust). Marshall Ragir is a director of the Company and is the brother
of Judith Ragir and Robert Ragir. The Company made aggregate payments to the
MJR/NLR Gift Trusts under the lease of $491,417 during the fifty-two weeks ended
December 30, 1995. Rent payments are subject to adjustment every three years to
reflect increases in the Consumer Price Index. The lease expires in July 2010.
The Company believes that the rent paid to the MJR/NLR Gift Trusts under the
lease represents fair market value and that the other terms and conditions are
commercially reasonable.
The Company's Canadian subsidiary leases its distribution facility in
Scarborough, Ontario from the Ragir Children's Building Trust, (the "Building
Trust"), the beneficiaries of which are Marshall Ragir, Judith Ragir and Robert
Ragir. The Company made lease payments to the Building Trust of approximately
$113,409 during the fifty-two weeks ended December 30, 1995. Lease payments are
subject to adjustment every five years to reflect increases in the Consumer
Price Index. The lease expires in October 1999.
The Company entered into three exclusive patent licensing agreements with
Meyer J. Ragir, two in 1971 and one in 1981, relating to patented manufacturing
processes used to produce wood insert molded products and the patented design of
certain suction lock and shower organizer products, which in each case was
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<PAGE> 13
developed by Mr. Ragir. The licensing agreements also cover any improvements
which Mr. Ragir developed with respect to such patents. The licensing agreements
provide for payment of royalties based upon unit sales of licensed products
subject to annual minimum royalties in the aggregate amount of $8,500. Pursuant
to the licensing agreements, the Company paid Mr. Ragir's estate, which
beneficially owns more than 5% of the Company's Common Stock, approximately
$75,385 for the fifty-two weeks ended December 30, 1995.
Mr. Jeffrey C. Rubenstein, a director of the Company, is a partner with the
law firm of Much Shelist Freed Denenberg Amert Bell & Rubenstein P.C. which is
the Company's general counsel.
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders has previously been
sent to the Company's stockholders or accompanies this Proxy Statement. The
Company's Annual Report on Form 10-K for the fifty-two weeks ended December 30,
1995, as filed with the Securities Exchange Commission, is available without
charge to any stockholder upon written request to James E. Winslow, Investor
Relations, Selfix, Inc., 4501 West 47th Street, Chicago, Illinois 60632. Copies
of exhibits filed with the Form 10-K will be furnished, if requested, upon
payment of the Company's reasonable expenses in furnishing those materials.
STOCKHOLDER PROPOSALS
Stockholder proposals submitted for evaluation as to inclusion in the proxy
materials for the Company's 1997 annual meeting of stockholders must be received
by the Company not later than January 31, 1997, at the Company's principal
executive offices at 4501 West 47th Street, Chicago, Illinois 60632.
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the Meeting. If any other matters are properly brought before the Meeting, it is
the intention of the persons named as proxies in the accompanying form of proxy
to vote the shares represented thereby in accordance with their best judgment.
For the Board of Directors,
JAMES R. TENNANT
James R. Tennant
Chairman of the Board
Chicago, Illinois
April 5, 1996
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PROXY
SELFIX, INC.
4501 WEST 47TH STREET
CHICAGO, ILLINOIS 60632
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James R. Tennant and James E. Winslow
as Proxies, (jointly and severally), each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
on the reverse side, all the shares of Common Stock of Selfix, Inc. held of
record by the undersigned on March 21, 1996 at the Annual Meeting of
Stockholders to be held on May 21, 1996 or any adjournment thereof.
In their discretion the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE
SHARES WILL BE VOTED "FOR" ALL NOMINEES FOR DIRECTOR.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and the related proxy statement.
(Continued on the reverse side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 15
<TABLE>
<S><C>
Please mark
your vote as / X /
indicated in
this example
1. ELECTION OF DIRECTORS (Instructions: To withhold authority to vote for any individual nominee, strike a line
through a nominee's name in the list below.)
FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to to vote for all Charles R. Campbell, William P. Mahoney, Marshall Ragir, Jeffrey C. Rubenstein, Daniel B.
to contrary) nominees listed Shure, James R. Tennant
/ / / /
2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
Date: _____________________________________, 1996
_________________________________________________
Signature
_________________________________________________
Signature (if held jointly)
Please sign exactly as name appears hereon. 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.
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENEVELOPE.
- ------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
