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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
NEW HORIZONS WORLDWIDE, INC.
(Name of Registrant as Specified in Its Charter)
NEW HORIZONS WORLDWIDE, INC.
(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 the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
NEW HORIZONS WORLDWIDE, INC. LOGO
----------------
NOTICE OF ANNUAL STOCKHOLDERS' MEETING
TO BE HELD MAY 6, 1997
----------------
TO OUR STOCKHOLDERS:
The Annual Meeting of Stockholders (the Meeting") of New Horizons
Worldwide, Inc. (the "Company") will be held at the Oyster Pointe Hotel,
146 Bodman Place, Red Bank, New Jersey, on Tuesday, May 6, 1997, at 10:00 a.m.,
EDT, to consider and act upon the following:
1. The election of three Directors whose three-year term of office will
expire in 2000;
2. A proposal to approve and adopt stock options granted to
Non-Employee Directors of the Company; and
3. The transaction of such other business as may properly come before
the Meeting or any adjournments thereof.
Holders of Common Stock of record at the close of business on March 28,
1997 are entitled to notice of and to vote at the Meeting.
Whether or not you expect to be personally present at the Meeting, please
be sure that the enclosed proxy is properly marked, signed and dated, and
returned without delay in the enclosed prepaid envelope. Such action will not
limit your right to vote in person or to attend the Meeting, but will ensure
your representation if you cannot attend.
By Order of the Board of Directors,
/S/ STUART O. SMITH
---------------------------
Stuart O. Smith
SECRETARY
April 11, 1997
<PAGE>
NEW HORIZONS WORLDWIDE, INC.
500 CAMPUS DRIVE
MORGANVILLE, NJ 07751
----------------
PROXY STATEMENT
MAILED ON APRIL 11, 1997
----------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 6, 1997
Proxies in the form enclosed with this Proxy Statement are solicited by the
Board of Directors of New Horizons Worldwide, Inc., a Delaware corporation (the
"Company"), for use at the Annual Meeting of Stockholders to be held on
Tuesday, May 6, 1997, and any adjournments thereof. The time, place and purposes
of the Annual Meeting are stated in the Notice of Annual Meeting which
accompanies this Proxy Statement.
Only stockholders of record as of March 28, 1997 will be entitled to vote
at the Meeting or any adjournments thereof. As of that date, 7,071,081 shares of
Common Stock, par value $.01 per share (the "Common Stock"), of the
Company were issued and outstanding. Each share of Common Stock outstanding as
of the record date will be entitled to one vote, and stockholders may vote in
person or by proxy. The Company's Certificate of Incorporation (the
"Certificate") does not provide for cumulative voting rights. Execution of
a proxy will not in any way affect a stockholder's right to attend the Meeting
and vote in person. Any stockholder has the right to revoke a proxy by written
notice to the Secretary of the Company at any time before it is exercised,
including by executing another proxy, bearing a later date, or by attending the
Meeting and voting in person.
A properly executed proxy returned in time to be cast at the meeting will
be voted in accordance with the instructions contained thereon, if it is
returned duly executed and is not revoked. If no choice is specified on the
proxy, it will be voted "FOR" the election of all of the individuals
nominated by the Board of Directors and "FOR" the other proposal set forth
in the Notice of Annual Meeting.
At the Annual Meeting, in accordance with the Delaware General Corporation
Law and the Company's Certificate of Incorporation, the inspectors of election
appointed by the Board of Directors for the Annual Meeting will determine the
presence of a quorum and will tabulate the results of stockholder voting.
Pursuant to the Company's By-Laws, at the Annual Meeting the holders of a
majority of the outstanding shares of the Company's Common Stock entitled to
vote at the meeting, present in person or by proxy, constitute a quorum. The
shares represented at the Annual Meeting by proxies which are marked, with
respect to the election of Directors, as "withheld" or, with respect to
any other proposal, "abstain," will be counted as shares present for
purposes of determining whether a quorum is present.
Under the rules of the New York Stock Exchange, brokers who hold shares in
street name for beneficial owners have the authority to vote on certain items
when they have not received instructions from such beneficial owners. Under
applicable Delaware law, if a broker returns a proxy and has not voted on a
certain proposal, such broker non-votes will count for purposes of determining
whether a quorum is present.
Pursuant to the Company's By-Laws, at the Annual Meeting, a plurality of
the votes cast is sufficient to elect a nominee as a Director. In the election
of Directors, votes may be cast in favor or withheld; votes that are withheld or
broker non-votes will have no effect on the outcome of the election of
Directors.
<PAGE>
Pursuant to the Company's By-Laws, all other questions and matters brought
before the meeting will be decided by the vote of the holders of a majority of
the outstanding shares entitled to vote thereon present in person or by proxy at
the meeting, unless otherwise provided by law or by the Certificate. In voting
on matters other than the election of Directors, votes may be cast in favor,
against or abstained. Abstentions will count as present for purposes of the
proposal on which the abstention is noted and will have the effect of a vote
against the proposal. Broker non-votes, however, are not counted as present and
entitled to vote for purposes of determining whether a proposal has been
approved and will have no effect on the outcome of such proposal.
The cost of soliciting proxies in the form accompanying this Proxy
Statement will be borne by the Company. In addition to solicitation by mail,
proxies may be solicited by Directors, officers and regular employees of the
Company in person or by mail, telephone, or telegraph, following the original
solicitation.
SHARE OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT
The following table sets forth information with respect to Common Stock
owned on March 28, 1997 by each person known by the Company to own beneficially
more than 5% of the Company's outstanding Common Stock at such date, the number
of shares owned by each such person and the percentage of the outstanding shares
represented thereby. The table also lists beneficial ownership of Common Stock
by each of the Company's Directors, each nominee for election as a Director,
each executive officer named in the summary compensation table set forth in this
proxy statement, and all Directors and executive officers as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
- ------------------------------------------ ---------------------- ------------
<S> <C> <C>
Curtis Lee Smith, Jr. .................. 1,193,475 16.9%
500 Campus Drive
Morganville, NJ 07751
Stuart O. Smith ........................ 1,595,600 22.6%
500 Campus Drive
Morganville, NJ 07751
Thomas J. Bresnan(1) .................. 267,625 3.7%
David A. Goldfinger(2) .................. 62,845 *
John T. St. James(3) .................. 48,750 *
Richard L. Osborne(3) .................. 2,250 *
William H. Heller(4) .................. 7,000 *
Scott R. Wilson(4) ..................... 6,000 *
Dimensional/Fund Advisor, Inc.(5) ...... 370,650 5.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
All Directors and Executive Officers
as a Group (8 persons) .................. 3,183,545 43.0%
</TABLE>
- ----------------
* Less than 1%.
(1) Mr. Bresnan's ownership figure includes 260,000 shares which may be
acquired upon the exercise of immediately exercisable stock options.
(2) Mr. Goldfinger's ownership figure includes 12,500 shares which may be
acquired upon the exercise of immediately exercisable stock options.
(3) Represents shares which may be acquired upon the exercise of immediately
exercisable stock options.
(4) Messrs. Wilson's and Heller's ownership figures include 5,000 shares each
which may be acquired upon the exercise of immediately exercisable stock
options.
(5) Based solely upon information in a Schedule 13-G filed with the Securities
and Exchange Commission on February 12, 1997.
2
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes. Each class
initially consisted of two Directors until July 1, 1992 when the membership of
the Board was expanded to seven members with the election of Mr. William H.
Heller as a Class I Director. The Board was further expanded to eight members on
May 11, 1993, with the election of Mr. Thomas J. Bresnan as a Class II Director.
Each class of Directors is elected to a three-year term. At the Annual Meeting,
the Class II Directors will be elected to a three-year term ending at the Annual
Meeting to be held in 2000.
Unless otherwise directed, the persons named in the accompanying proxy will
vote for the election of the three nominees set forth in the table below as
Class II Directors of the Company for a three-year term. In the event of the
death or inability to act of any of the nominees, the proxies will be voted for
the election of such other person as the Board of Directors may recommend. The
Board of Directors has no reason, however, to anticipate that this will occur.
In no event will the accompanying proxy be voted for more than three nominees or
for persons other than those named below and any such substitute nominee for any
of them.
The following table lists the nominees for election at the Meeting, the
Directors who will continue in office subsequent to the Meeting, and certain
other information with respect to each individual.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM ENDING IN 2000
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND HISTORY
- ----------------------- ------ ------------------------------------------------------------------
<S> <C> <C>
STUART O. SMITH(1)(4) 64 VICE CHAIRMAN OF THE BOARD,
CHIEF DEVELOPMENT OFFICER, SECRETARY AND DIRECTOR
Mr. Smith has served as a Director of the Company since its
acquisition by NCS Holdings Corporation ("NCS") in July
1986, as the Company's Secretary since February 1989, as its
Chief Development Officer since March 1990 and as Vice
Chairman of the Board since August 1992. Mr. Smith served
as a Vice President from July 1986 to August 1992. Mr. Smith
also served as Vice President of National Copper & Smelting
Co. from 1962 to 1985 and as Vice President of NCS from
1985 to 1988.
THOMAS J. BRESNAN(1) 44 PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR
Mr. Bresnan joined the Company in August 1992 and has
served as the Company's President and Chief Operating
Officer since that time. Mr. Bresnan has served as the
Chairman and Chief Executive Officer of New Horizons
Education Corporation since its acquisition by the Company
in August 1994. Prior to joining the Company, Mr. Bresnan
served in various executive, marketing, financial and
administrative positions for Capitol American Life Insurance
Company, a Cleveland, Ohio-based specialty insurance
provider, from 1984 to 1991. Mr. Bresnan served as President
and Chief Operating Officer of Capitol American Life
Insurance Company during 1991. From January to August
1992, Mr. Bresnan was President and Chief Executive Officer
of Glenbrook Group, Inc., a Cleveland, Ohio-based company
seeking acquisition opportunities. Mr. Bresnan was elected a
Director in May 1993.
SCOTT R. WILSON(1) 45 DIRECTOR
Mr. Wilson has served as principal outside legal counsel to the
Company since its acquisition by NCS in July 1986.
Mr. Wilson has been with the law firm of Calfee, Halter &
Griswold LLP, Cleveland, Ohio, since 1977, and has been a
partner in such firm since 1985. His practice focuses on
general corporate and tax law. He was elected a Director in
May 1991.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND HISTORY
- ----------------------------- ------ ------------------------------------------------------------------
<S> <C> <C>
DIRECTORS CONTINUING IN OFFICE
DAVID A. GOLDFINGER(2) 61 DIRECTOR
Mr. Goldfinger has served as a Director of the Company since
its acquisition by NCS in July 1986. Mr. Goldfinger served as
President of U.S. Consolidated, Inc., a Cleveland, Ohio-based
manufacturers' representative agency, from 1966 to 1991.
From January 1992 to the present, Mr. Goldfinger has served
as President of M.S.C.I. Holdings, Inc., a Tavernier, Florida-
based private consulting and investment corporation.
Mr. Goldfinger has served as a member of the Company's
Compensation Committee and Audit Committee during the
term of his directorship.
RICHARD L. OSBORNE(2) 58 DIRECTOR
Mr. Osborne has served as a consultant to the Company since
its acquisition by NCS in July 1986, and was elected to the
Company's Board of Directors in January 1989. He has served
as the Executive Dean of the Weatherhead School of
Management, Case Western Reserve University, Cleveland,
Ohio, since 1971. Mr. Osborne is also a management
consultant, and serves on the Board of Directors of Capitol
American Financial Corporation, a Cleveland, Ohio-based
specialty insurance provider, Myers Industries, Inc., an Akron,
Ohio-based manufacturer of plastic and rubber parts for the
automotive and other industries, NCS HealthCare, Inc., a
Cleveland, Ohio-based provider of pharmacy services to long-
term care institutions and several privately held corporations,
including a Cleveland, Ohio-based savings and loan holding
company. Mr. Osborne has served as a member of the
Company's Compensation Committee and Audit Committee
during the term of his directorship.
CURTIS LEE SMITH, JR (3)(4) 69 CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND DIRECTOR
Mr. Smith has served as the Company's Chairman of the
Board and Chief Executive Officer and as a Director since its
acquisition by NCS, in July 1986, and had the additional title
and duties of President from August 1989 through July 1992.
Mr. Smith served as President of National Copper & Smelting
Co., a Cleveland, Ohio-based manufacturer and distributor of
copper products, from 1962 to 1985, and as President of NCS,
a Cleveland, Ohio-based holding company which operated a
copper tubing importing and fabricating business, from 1985
to 1988.
WILLIAM H. HELLER(3) 58 DIRECTOR
Mr. Heller was formerly a partner with the public accounting
firm of KPMG Peat Marwick LLP from February 1971 until
December 1991, and currently manages his own asset
management firm, William H. Heller & Associates. He was
elected as a Director on July 1, 1992, and has served as a
member of the Company's Audit Committee during the term
of his directorship. Mr. Heller also serves as a Director of
Capitol American Financial Corporation, a Cleveland, Ohio-
based specialty insurance provider, Ohio Savings Financial
Corporation, a Cleveland, Ohio-based savings and loan
holding company and Telarc International, Inc., a Cleveland,
Ohio-based distributor of phonograph records and tapes.
</TABLE>
- ----------------
(1) Term as Director expires in 1997; nominee for a three-year term expiring in
2000.
(2) Term as Director expires in 1998.
(3) Term as Director expires in 1999.
(4) Curtis Lee Smith, Jr., and Stuart O. Smith are brothers.
4
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors has two standing Committees: the Audit Committee and
the Compensation Committee.
The Audit Committee, of which Messrs. David A. Goldfinger, Richard L.
Osborne and William H. Heller are members, oversees the accounting functions of
the Company, including matters related to the appointment and activities of the
Company's auditors. The Audit Committee met twice during the year ended
December 28, 1996.
The Compensation Committee, of which Messrs. Curtis Lee Smith, Jr., David
A. Goldfinger and Richard L. Osborne are members, reviews and makes
recommendations, as well as certain decisions concerning executive salaries,
bonuses and the Company's stock option plans. Subsequent to September 19, 1996
the Board of Directors, upon recommendations from the Compensation Committee,
administered the Company's Stock Option Plans. The Compensation Committee met
four times during the year ended December 28, 1996.
The Board of Directors of the Company held 15 meetings during 1996. All of
the Directors attended at least 85% of the meetings of the Board of Directors
and each Committee on which each served.
The Company pays a quarterly retainer of $1,000, plus $1,000 per Board
meeting attended, $1,000 for each Committee meeting which is not held in
conjunction with a Board meeting, and $250 for each meeting held via telephone,
to all Directors who are not employees of the Company. Directors who are
employees of the Company do not receive quarterly retainers or meeting fees.
In January 1989, the Compensation Committee granted Mr. Osborne and Mr.
Goldfinger options to acquire 6,250 shares of Common Stock and 12,500 shares of
Common Stock, respectively, under the Company's Outside Directors Stock Option
Plan. These options became exercisable on July 9, 1989 at an option price of
$11.20 per share. In 1992, Messrs. Wilson and Heller each were granted
immediately exercisable options to acquire 5,000 shares of Common Stock at an
option price of $6.50 per share. As of March 28, 1997, options granted to
individuals pursuant to the Outside Directors Plan were outstanding to purchase
24,750 shares of Common Stock at an average price of $9.30 per share. In
addition, on September 19, 1996, options to purchase an aggregate of 40,000
shares of Common Stock were granted to Non-Employee Directors of the Company,
subject to approval by the Company's stockholders. See "Proposal to Approve
and Adopt the Non-Employee Director Stock Option Grants".
Messrs. Heller and Osborne provide certain consulting services to the
Company. During 1996, the Company paid Messrs. Heller and Osborne $24,000 and
$30,000, respectively, in fees for such services. Mr. Wilson is a member of the
firm of Calfee, Halter & Griswold LLP, which provides legal services to the
Company on an ongoing basis. The Company believes that its transactions with
Directors are on terms no less favorable to it than those that would have been
available in similar transactions with unaffiliated third parties.
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The table below shows information concerning the annual and long-term
compensation for services in all capacities to the Company for each of the past
three fiscal years, of all those persons, who were, (i) the Chief Executive
Officer, and (ii) the other four most highly compensated executive officers of
the Company (the "Named Officers") during fiscal 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------- --------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OTHER(1) OPTIONS/SARS COMPENSATION(2)
- ------------------------------------ ------- ----------- ----------- ---------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Curtis Lee Smith, Jr. 1996 $162,031 $ - $ - $ - $10,601
Chairman of the Board, Chief 1995 153,847 - - - 10,601
Executive Officer and Director 1994 163,077 - - - 10,601
Stuart O. Smith 1996 151,092 - - - 4,414
Vice Chairman of the Board, 1995 144,231 - - - 4,414
Chief Development Officer, 1994 152,885 - - - 4,414
Secretary and Director
Thomas J. Bresnan 1996 224,486 70,000 - - 4,750
President, Chief Operating Officer 1995 216,346 35,000 - 25,000 4,629
and Director 1994 208,173 - - 220,000 4,620
John T. St. James 1996 154,603 25,000 - - 4,750
Vice President, Chief Financial 1995 146,096 - - - 2,337
Officer and Treasurer 1994 144,596 - - - 2,358
P. Craig Modesitt 1996 111,539 - - - 3,346
Vice President, Sales 1995 126,203 22,955 - 5,739 3,764
and Marketing(3) 1994 127,290 - - - 1,731
</TABLE>
- ----------------
(1) No Named Officer received perquisites or other personal benefits having a
value exceeding the lesser of 10% of such executive salary and bonus for
1996, 1995, and 1994 or $50,000. Pursuant to the terms of Mr. Bresnan's
employment agreement, he received an interest free loan from the Company in
the amount of $250,000 payable on September 30, 1997. Had the loan carried a
market interest rate, Mr. Bresnan would have paid $13,976 in interest in
1996, $16,655 during 1995, and $16,858 in 1994. In 1996 and 1995, the
Company, in the form of a bonus, forgave $45,000 and $35,000 respectively, of
Mr. Bresnan's loan to the Company. In 1996 the Company granted Messrs.
Bresnan and St. James cash bonuses of $25,000 each.
(2) Amounts of All Other Compensation reported for Curtis Lee Smith, Jr., and
Stuart O. Smith represent premiums paid by the Company on insurance policies
for the benefit of such persons. Amounts of All Other Compensation reported
for Messrs. Bresnan, St. James and Modesitt represent the Company's matching
contribution under its 401(k) Profit Sharing Plan. The Company currently
matches each participating employee's contributions to the Plan to the
extent of 50% of the participant's salary reduction up to the maximum
allowable under the Internal Revenue Code.
(3) Mr. Modesitt left the Company in December 1996.
6
<PAGE>
OPTION EXERCISES AND YEAR-END VALUES
The table below shows information with respect to the unexercised options
to purchase the Company's Common Stock granted under the Company's Key
Employees Stock Option Plan (the "Employees Plan") to the Named Officers
and held by them at December 28, 1996. None of the Named Officers exercised any
stock options during 1996. No options were granted to employees of the Company
during 1996.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
DECEMBER 28, 1996 DECEMBER 28, 1996*
----------------------------------- --------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ -------------- ---------------- -------------- ---------------
<S> <C> <C> <C> <C>
Curtis Lee Smith, Jr. ...... - - $ - $ -
Stuart O. Smith ............ - - - -
Thomas J. Bresnan ......... 260,000 165,000 1,654,625 1,011,625
John T. St. James ......... 48,750 - 343,750 -
</TABLE>
- ----------------
* Based on the difference between the exercise price of such options and the
closing price of a share of the Company's Common Stock on the NASDAQ National
Market System on December 27, 1996 ($14.00).
EMPLOYMENT AGREEMENTS
The Company is a party to an employment agreement with Thomas J. Bresnan,
its President and Chief Operating Officer. Mr. Bresnan's employment agreement
was entered into when he joined the Company on August 3, 1992. The agreement
provides that Mr. Bresnan will receive a base salary, subject to annual review,
of $200,000 per year. In connection with the execution of the agreement, Mr.
Bresnan received options to purchase an aggregate of 130,000 shares of Common
Stock under the Employees Plan. Pursuant to the terms of Mr. Bresnan's
agreement, he also received a five-year interest-free loan of $250,000 towards
the purchase of a home in New Jersey. The loan is secured by a mortgage on Mr.
Bresnan's residence. In the event that Mr. Bresnan's employment is terminated
by the Company without cause during the three years subsequent to the date of
the employment agreement, the Company will be obligated to continue to pay his
salary for a period of one year subsequent to the date of such termination. The
agreement also obligates the Company to provide certain health insurance and
life insurance benefits for the duration of such agreement. At the time of
execution of his employment agreement, Mr. Bresnan also entered into an
agreement with the Company containing confidentiality and non-competition
provisions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors includes Curtis Lee
Smith, Jr., the Company's Chairman and Chief Executive Officer.
During 1995 and 1996 Mr. Curtis Lee Smith, Jr. obtained loans from the
Company at interest rates equivalent to the Company's cost of borrowing money.
The principal amounts on these loans totaled $624,081 at December 28, 1996.
These loans are evidenced by demand notes and are secured by the proceeds from
certain life insurance policies on Mr. Curtis Lee Smith, Jr.
Richard L. Osborne, a member of the Compensation Committee of the Board of
Directors, provides certain consulting services to the Company. Mr. Osborne
received $30,000 in consulting fees from the Company during 1996.
The Company believes that these transactions were on terms no less
favorable than would have been available in similar transactions with
unaffiliated third parties.
7
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The Company's compensation programs are intended to provide its executive
officers with a mix of salary, benefits and incentive compensation arrangements
that are: (i) consistent with the interests of stockholders; (ii) competitive
with the arrangements provided by other companies in the industry; (iii)
commensurate with each executive's performance, experience and
responsibilities; and (iv) sufficient to attract and retain highly qualified
executives. In making its recommendations concerning adjustments to salaries and
awards under the other compensation plans, the Committee considers the financial
condition and performance of the Company during the prior year and the
Company's success in achieving financial, operational and other strategic
objectives. The Committee also makes an assessment of the contributions of the
individual executive officer to the Company's performance and to the
achievement of its objectives, as well as the success of the executive in
achieving objectives which may have been set for such individual. In assessing
individual performance, the Committee also seeks to recognize individual
contributions during periods when the Company experienced adverse business or
financial conditions.
For purposes of determining whether the Company's compensation packages
are competitive, the companies with which the Company compares itself are those
included in the peer group index set forth in the Stockholder Return Performance
Presentation contained elsewhere in this proxy statement. While the Committee
does not establish a targeted range for the Company's overall executive
compensation within the peer group, its review of publicly available information
for the years 1990 through 1994 indicates that the compensation level of the
Company's Chief Executive Officer has historically been significantly below the
average compensation paid to Chief Executive Officers of peer group companies.
Such information also indicates that the base salary levels for the Company's
other executive officers have been generally comparable with those provided to
similar executives at peer group companies, while the overall amount of bonuses
paid to other executives by the Company have been equal to or lower than the
bonuses paid to peer group executives. Option awards to peer group executives
vary widely from company to company and from year to year, although the
Company's option awards to its executive officers are generally lower than
awards by members of the peer group. The Company's stock significantly
outperformed the peer group during the period prior to fiscal 1992; since that
time its performance has been below that of the peer group.
Each component of an executive's compensation package is intended to
assist in attaining one or more of the objectives outlined above. The Company
attempts to provide its executives with base salaries and benefits that are
competitive with those of comparable companies and commensurate with the
performance, experience and responsibilities of each executive. Through salary
adjustments and bonuses, the Company also seeks to provide its executives with
incentives to improve the Company's financial and operational performance by
providing a method for rewarding individual performance. Finally, the Company's
Key Employees' Stock Option Plan is intended to provide executive officers with
an opportunity to acquire a proprietary interest in the Company, thereby
providing these individuals with increased incentive to promote the long-term
interests of the Company's stockholders.
While the Committee seeks to assure that the Company's compensation
programs further the objectives described above and considers the various
factors outlined above in making compensation decisions, it does not take a
highly formalized or objective approach to determining compensation. Instead,
the Committee gives consideration to these various factors in subjectively
evaluating the compensation of each individual executive. While the subjective
nature of the Committee's decisions made it difficult to specifically identify
the relative importance of each of these various factors, in making compensation
decisions for fiscal 1995, the Committee generally gave greater weight to the
Company's performance, as measured by net income, and its subjective assessment
of individual performance, than to other factors.
In 1993, Congress adopted Section 162(m) of the Internal Revenue Code,
Section 162(m) limits the ability of public companies to deduct compensation in
excess of $1,000,000 paid to certain executive
8
<PAGE>
officers, unless such compensation is "performance based" within the
meaning of Section 162(m). While the Committee believes it is essential that
there be a correlation between the Company's performance and the compensation
of its executive officers, it believes that the criteria under Section 162(m)
necessary for compensation to qualify as "performance based" unduly limits
the Committee's flexibility in determining compensation arrangements and in
administering compensation programs. Therefore, the Committee has determined not
to make changes to the Company's compensation programs or to the composition of
the committee in response to the adoption of Section 162(m).
1996 COMPENSATION DECISIONS
BASE SALARY AND BENEFITS. The base salaries and benefits provided to
executive officers who were not parties to employment contracts with the Company
for the 1996 fiscal year were established by the Committee in accordance with
the compensation philosophy discussed above. Since one executive was a party to
an employment agreement with the Company entered into prior to the 1996 fiscal
year, his minimum base salary level for 1996 was set by the terms of such
agreement. The Committee determined to make individual salary adjustments with
respect to certain executive officers of the Company, based on the Committee's
subjective evaluation of the executive's performance and the contribution to
the Company.
BONUSES. After considering the Company's performance and the various
other factors discussed above, the Committee granted Mr. Bresnan a cash bonus of
$25,000 and forgave $45,000 of his loan in the form of a bonus. The Committee
also granted Mr. St. James a cash bonus of $25,000.
STOCK OPTIONS. During the 1996 fiscal year, the Company did not award any
stock options to employees of the Company. On September 19, 1996 the Board of
Directors granted each Non-Employee Director of the Company an option to
purchase 10,000 shares of Common Stock, subject to stockholder approval.
CHIEF EXECUTIVE OFFICER COMPENSATION
Curtis Lee Smith, Jr.'s compensation is determined on the basis of the
Committee's subjective assessment of his performance, measured by the
Company's financial condition, results of operations and success in achieving
strategic objectives. The Committee also considers the responsibilities
associated with Mr. Smith's position and the level of compensation provided to
Chief Executive Officers of other companies in the environmental remediation
industry. Mr. Smith does not participate in the Committee's actions with
respect to his compensation.
Although the Committee reviews Mr. Smith's compensation on an annual
basis, no adjustments were made to Mr. Smith's salary during 1996. Mr. Smith's
base salary was last adjusted in December 1990, at which time the Committee
voted (with Mr. Smith abstaining) to increase his salary from $175,000 to
$200,000. Mr. Smith declined this salary increase. In June 1992, Mr. Smith
voluntarily reduced his salary from $175,000 to $160,000 in connection with a
restructuring in the Company's business and related cost-cutting measures. The
Committee determined not to pay Mr. Smith a bonus during 1996.
Mr. Smith is the beneficial owner of approximately 17% of the issued and
outstanding Common Stock. As a consequence of his significant ownership interest
in the Company, Mr. Smith elected, at the time of the Company's initial public
offering, to renounce any rights that he might otherwise have to participate in
the Company's stock option plans. Accordingly, Mr. Smith did not receive any
option awards during fiscal 1996.
THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Richard L. Osborne
David A. Goldfinger
Curtis Lee Smith, Jr.
9
<PAGE>
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below are two line graphs reflecting cumulative stockholder
return on the Company's Common Stock. Two graphs are included because the
Company sold its environmental business on December 27, 1996. The first graph
compares the yearly percentage changes in the cumulative stockholder return on
the Company's Common Stock against the cumulative total return of the NASDAQ
Market Index (U.S.), and a Company-determined peer group for the period
commencing January 1, 1992 and ended December 31, 1996. The companies included
in the peer group are Fluor Daniel GTI, Inc., Sevenson Environmental,
International Technology Corporation, and OHM Corporation. The companies are
primarily involved in the environmental recovery field. Canonie Environmental
Services, Inc. which was included in last years performance graph, was purchased
by Smith Environmental Technologies Corporation. There is no longer any
established public trading market for the Common Stock of Smith Environmental
Technologies Corporation. Groundwater Technology, Inc., which was also included
in last years performance graph, was purchased by Fluor Daniel GTI, Inc. during
1996.
FISCAL YEAR ENDING
COMPANY 1991 1992 1993 1994 1995 1996
- ------- ---- ---- ---- ---- ---- ----
HANDEX CORPORATION 100 27.67 23.72 26.48 16.21 44.27
PEER GROUP INDEX 100 80.85 69.56 64.81 64.01 48.01
NASDAQ MARKET INDEX 100 100.98 121.13 127.17 164.96 204.98
ASSUMES $100 INVESTED ON JAN. 1, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 28, 1996
10
<PAGE>
The second graph compares the yearly percentage changes in the cumulative
stockholder return on the Company's Common Stock against the cumulative total
return of the NASDAQ Market Index (U.S.) and the companies in the Schools and
Educational Services SIC Code Index for the period commencing January 2, 1992
and ended December 31, 1996. Both graphs assume that the value of the investment
in the Company's Common Stock and each index was $100 at January 1, 1992 and
that all dividends, if any, were reinvested.
FISCAL YEAR ENDING
COMPANY 1991 1992 1993 1994 1995 1996
- ------- ---- ---- ---- ---- ---- ----
NEW HORIZONS WORLDWIDE 100 27.67 23.72 26.48 16.21 44.27
PEER GROUP INDEX 100 96.99 87.77 94.87 121.24 158.34
NASDAQ MARKET INDEX 100 100.98 121.13 127.17 164.96 204.98
ASSUMES $100 INVESTED ON JAN. 1, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 28, 1996
PROPOSAL TO APPROVE AND ADOPT THE NON-EMPLOYEE DIRECTOR STOCK OPTION GRANTS
BACKGROUND
At the Annual Meeting, the stockholders will be asked to vote on a proposal
to approve the award of options to purchase 10,000 shares of the Company's
Common Stock (the "Non-Employee Options") to each of the four directors
who are not employees of the Company (the "Non-Employee Directors"). At
its meeting on September 19, 1996 the Board of Directors granted to each of
Messrs. Goldfinger, Heller, Osborne and Wilson an option to purchase 10,000
shares of Common Stock of the Company, subject to stockholder approval. The
exercise price of each of these Options was $8.81, the average market price of
the Common Stock on September 19, 1996.
The purpose of the Non-Employee Options is to provide each of the
Company's Non-Employee Directors an added incentive to continue in the service
of the Company and a more direct interest in the future success of the
Company's operations. Accordingly, the Board of Directors and management
believe that approval of the Non-Employee Options is in the best interests of
the Company and recommend that stockholders vote in favor of the proposal.
11
<PAGE>
The affirmative vote of the holders of a majority of the outstanding Common
Stock entitled to vote present in person or by proxy at the meeting is required
for the approval of the Non-Employee Options. Thus, stockholders who abstain
from voting will in effect be voting against the proposal. Broker non-votes,
however, are not counted as present for determining whether this proposal has
been approved and have no effect on its outcome.
The following is a summary of the material features of the Non-Employee
Options and is qualified in its entirety by reference to the option agreement. A
copy of the form of Option Agreement is attached hereto as Exhibit A.
THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF THE
NON-EMPLOYEE OPTIONS.
GENERAL
The Non-Employee Options are one-time Options and are not part a broader
option plan. These options have been granted to the four members of the Board of
Directors who are not employees of the Company.
GRANTS OF OPTIONS
On the date of the Board's approval of the Non-Employee Options, each
Non-Employee Director was granted an option to purchase 10,000 shares of Common
Stock at the then fair market value, calculated by reference to the average
market price of the Common Stock on the NASDAQ Stock Market on that date,
subject to stockholder approval.
EXERCISE OF OPTIONS
Each of the Non-Employee Options will become exercisable upon approval of
the awards by the Company's stockholders. The options expire on the tenth
anniversary of the date the option was granted. Only the Non-Employee Director
may exercise an option, provided that a guardian or other legal representative
who has been duly appointed for such Non-Employee Director may exercise an
option on behalf of the optionee in the event of a Non-Employee Director's
death or disability. Upon satisfaction of all conditions, the option may be
exercised in whole or in part at any time until expiration of the right to
exercise the option, but this right of exercise is limited to whole shares.
Options may be exercised by the Non-Employee Director by giving written notice
to the Company of the Non-Employee Director's exercise of the option
accompanied by full payment of the purchase price in cash or its equivalent. The
Options also allow for cashless exercises as permitted under the Federal Reserve
Board's Regulation T.
12
<PAGE>
NEW PLAN BENEFITS
Subject to stockholder approval of the Non-Employee Options, the following
table sets forth the amount and dollar value of the awards to be received under
the Non-Employee Options:
NEW PLAN BENEFITS
NON-EMPLOYEE OPTIONS
<TABLE>
<CAPTION>
NAME AND POSITION DOLLAR VALUE(1) NUMBER OF UNITS
- ----------------------------------------------------------- ------------------ -----------------
<S> <C> <C>
Curtis Lee Smith, Jr., Chairman of the Board,
Chief Executive Officer and Director .................. -0- -0-
Stuart O. Smith, Vice Chairman of the Board,
Chief Development Officer, Secretary and Director ...... -0- -0-
Thomas J. Bresnan, President, Chief Operating Officer
and Director .......................................... -0- -0-
John T. St. James, Vice President, Chief Financial Officer
and Treasurer .......................................... -0- -0-
Executive Group .......................................... -0- -0-
Non-Executive Director Group (4 persons) ............... $207,600 40,000
Non-Executive Officer Employee Group ..................... -0- -0-
</TABLE>
- ----------------
(1) Based upon the closing price of a share of Common Stock ($14.00) on December
27, 1996 as reported on the NASDAQ National Market.
SECURITIES SUBJECT TO THE NON-EMPLOYEE OPTIONS
Each of the Non-Employee Options represents a grant to purchase 10,000
shares of Common Stock. No additional shares of Common Stock may be issued
pursuant to the Non-Employee Options, except that in the event of share splits,
share dividends, combinations, exchanges of shares or similar capital
adjustments, an appropriate adjustment in the shares subject to the Non-Employee
Options will be made.
TERMINATION OF DIRECTORSHIP
If a Non-Employee Director ceases to be a Director of the Company for any
reason other than death or disability, the option may be exercised until the
earlier to occur of either (i) ninety days after the cessation of his or her
directorship or (ii) the expiration of the option. If a Non-Employee Director
ceases to be a Director of the Company because of death or disability, the
option may be exercised until the earlier to occur of either (i) the first
anniversary of the Non-Employee Director's termination of directorship or (ii)
the expiration of the option. Following the death of a Non-Employee Director,
his option may be exercised by the Non-Employee Director's estate, or the
person to whom the option was transferred by the applicable laws of descent and
distribution.
INCOME TAX TREATMENT
The Company has been advised that under current law certain of the income
tax consequences under the laws of the United States to Non-Employee Directors
and the Company of the Non-Employee Options generally should be as set forth in
the following summary. The summary only addresses income tax consequences for
Non-Employee Directors and the Company.
The Non-Employee Options shall be non-qualified options for federal income
tax purposes. A Non-Employee Director who receives a Non-Employee Option will
not recognize income at the time of grant of such option. When such Non-Employee
Director exercises such non-qualified option, the Non-Employee Director will
recognize ordinary compensation income equal to the difference, if any,
13
<PAGE>
between the option price paid and the fair market value, as of the date of
option exercise, of the stock the Non-Employee Director receives. The tax basis
of such stock to such Non-Employee Director will equal to the option price paid,
and the Non-Employee Director's holding period for such shares will commence on
the day on which the Non-Employee Director recognized taxable income in respect
of such shares. Subject to applicable provisions of the Code and regulations
thereunder, the Company will generally be entitled to a federal income tax
deduction in respect of non-qualified options in an amount equal to the ordinary
compensation income recognized by the Non-Employee Director.
The discussion set forth above does not purport to be a complete analysis
of all potential tax consequences relevant to recipients of options or the
Company or to describe tax consequences based on particular circumstances. It is
based on United States federal income tax law and interpretational authorities
as of the date of this Proxy Statement, which are subject to change at any time.
The discussion does not address state or local income tax consequences or income
tax consequences for taxpayers who are not subject to taxation in the United
States.
OTHER MATTERS
The Board of Directors is not aware of any matter to come before the
Meeting other than those mentioned in the Notice of Annual Meeting of
Stockholders. If other matters, however, properly come before the Meeting, it is
the intention of the persons named in the accompanying proxy to vote in
accordance with their best judgment on such matters insofar as the proxies are
not limited to the contrary.
Any stockholder who wishes to submit a proposal for inclusion in the proxy
materials to be distributed by the Company in connection with its Annual Meeting
of Stockholders to be held in 1998 must do so no later than December 13, 1997.
To be eligible for inclusion in the 1998 proxy materials of the Company,
proposals must conform to the requirements set forth in Regulation 14A under the
Securities Exchange Act of 1934.
Upon the receipt of a written request from any stockholder, the Company
will mail, at no charge to the stockholder a copy of the Company's Annual
Report on Form 10-K, including financial statements and schedules required to be
filed with the Securities and Exchange Commission pursuant to Rule 13a-1 under
the Securities Exchange Act of 1934, for the Company's most recent year.
Written requests for such report should be directed to:
Investor Relations Department
New Horizons Worldwide, Inc.
500 Campus Drive
Morganville, NJ 07751
You are urged to sign and return your proxy promptly in the enclosed return
envelope to make certain your shares will be voted at the Meeting.
By order of the Board of Directors,
/S/STUART O. SMITH
-----------------------------
Stuart O. Smith
SECRETARY
14
<PAGE>
EXHIBIT A
STOCK OPTION AGREEMENT
(NON-EMPLOYEE DIRECTORS)
THIS AGREEMENT, entered into as of the 19th day of September, 1996 by and
among NEW HORIZONS WORLDWIDE, INC., a Delaware corporation (the "Company"), and
____________(the "Optionee").
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company has determined that the
Optionee, a member of the Board of Directors of the Company who is not employed
by the Company or any subsidiary of the Company (a "Non-Employee
Director") should be granted an option to purchase shares of Common Stock of
the Company, $0.01 par value per share (the "Common Stock"), upon the
terms and subject to the conditions of this Agreement; and
WHEREAS, the grant of this option is subject to approval by the
stockholders of the Company.
NOW, THEREFORE, the Company and the Optionee hereby agree with respect to
such stock options as follows:
1. The Company grants to the Optionee, upon the terms and subject to the
conditions hereinafter set forth, the right and option to purchase all or any
part of an aggregate of Ten Thousand (10,000) shares of Common Stock (such
collective right and option being hereinafter referred to as the "Option")
at a price of $8.81 per share.
2. The term of the Option shall be for a period of Ten (10) years after the
date hereof, and the Option shall expire at 5:00 P.M., Morganville, New Jersey
time on the last day of the term of the Option, which date is September 19th,
2006 or, if earlier, on the applicable expiration date provided for in paragraph
4 hereof.
3. The Option will not be exercisable until affirmed by the stockholders of
the Company. Thereafter, the Optionee shall become entitled to exercise the
Option with respect to all Ten Thousand (10,000) shares of Common Stock. To the
extent that the Option has become exercisable, as provided above, the Option may
thereafter be exercised by the Optionee either as to all or any part of such
whole Shares at any time or from time to time prior to expiration of the Option
pursuant to paragraph 2 hereof. Except as provided in paragraph 4 hereof, the
Option may not be exercised at any time unless the Optionee shall, at the time
of exercise, be a Non-Employee Director of the Company.
4. If the Optionee ceases to be a Non-Employee Director due to disability,
the Option shall terminate on the earlier of the date which is one (1) year
after the date the Board determines Optionee is disabled or the last day of the
term of the Option. If the Optionee dies while a Non-Employee Director, such
person or persons as shall have acquired, by will or by the laws of descent and
distribution, the right to exercise the Option (the "Personal Representative")
may exercise the Option to the extent of the purchase rights, if any, which had
accrued as of the date of the Optionee's death pursuant to paragraph 3 hereof
and which have not theretofore been exercised. Such accrued purchase rights
shall in any event terminate upon the earlier of the date which is one (1) year
after the date of the Optionee's death or the last day of the term of the
Option. If the Optionee ceases to be a Non- Employee Director for any reason
other than disability or death, the Option shall terminate on the earlier of the
date which is ninety (90) days after the date of the cessation of his or her
directorship or the last day of the term of the Option. Nothing contained in
this Agreement shall confer upon the Optionee any right to continue as a
director of the Company.
5. In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, share split, share dividend,
split-up, share combination, or other change in the corporate
A-1
<PAGE>
structure of the Company affecting the shares of Common Stock, an adjustment
shall be made in the number and class of and/or price of shares of Common Stock
subject to this Option, as may be determined to be appropriate and equitable by
the Board, in its sole discretion, to prevent dilution or enlargement of rights;
and provided that the number of shares of Common Stock attributable to any
Option shall always be a whole number. The determination of the Board of
Directors of the Company as to any such adjustment shall be conclusive and
binding upon the Optionee and upon the Personal Representative.
6. The Option may be exercised by delivery to the Secretary of the Company
at its executive offices, 500 Campus Drive, Morganville, New Jersey 07751, of a
completed Notice of Exercise of Option (obtainable from the Secretary of the
Company) setting forth the number of whole shares of Stock with respect to which
the Option is being exercised together with payment in full for such shares of
Common Stock, unless other arrangements satisfactory to the Company for prompt
payment are made.
If and to the extent permitted by the Board of Directors of the Company
upon request from the Optionee, the purchase price may be paid by means of
delivery by the Optionee of certificates for shares of Common Stock then owned
by the Optionee, duly endorsed with signature guaranteed and in proper form for
transfer to the Company, having an aggregate Fair Market Value (as defined
herein) equal to the purchase price (or portion thereof) of the shares of Common
Stock for which the Option is being exercised. For purposes of this paragraph 6,
"Fair Market Value" means (a) if the shares of Common Stock are listed on
a nationally recognized stock exchange or the NASDAQ Stock Market, the closing
price of the shares of Common Stock on the date the fair market value of the
shares of Common Stock is being determined, or, if no sale has occurred on such
date, on the most recent preceding day on which there is a closing price of the
shares of Common Stock, or (b) in all other circumstances, the value determined
by the Board after obtaining an appraisal by one or more independent appraisers
meeting the requirements of regulations issued under Section 170(a)(1) of the
Internal Revenue Code of 1986, as amended.
7. Upon receipt by the Company prior to expiration of the Option of a duly
completed Notice of Exercise of Option accompanied by a certified or cashier's
check and/or certificates for Shares, as provided in paragraph 6 hereof, in full
payment for the Shares being purchased pursuant to such Notice (and, with
respect to any Option exercised pursuant to paragraph 4 hereof by the Personal
Representative, accompanied in addition by proof as to the right of the Personal
Representative to exercise the Option), the Company shall cause to be mailed or
otherwise delivered to the Optionee or the Personal Representative, as the case
may be, as soon as practicable, but in any event within thirty (30) days of such
receipt, a certificate or certificates for the number of shares of Common Stock
so purchased. Notwithstanding the foregoing, the delivery of such certificates
is hereby expressly conditioned upon obtaining an investment representation from
the Optionee or the Personal Representative in such form as the Company, in its
sole discretion, shall determine to be adequate. The Optionee or the Personal
Representative shall not have any of the rights of a stockholder with respect to
the shares of Common Stock covered by the Option unless and until one or more
certificates representing such shares of Common Stock shall be issued to the
Optionee or the Personal Representative.
8. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and the heirs, estate and Personal
Representative of the Optionee. The Option may be exercised during the lifetime
of the Optionee only by the Optionee, except as otherwise set forth herein.
9. All obligations of the Company with respect to this Agreement shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company.
10. In the event any provision of this Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of this Agreement, and this Agreement shall be construed and
enforced as if the illegal or invalid provision had not been included.
A-2
<PAGE>
The granting of the Option and the issuance of shares of Common Stock under
this Agreement shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required. Transactions under this Agreement are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Securities Exchange Act of 1934, as amended. To the extent any provision of this
Agreement fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Board of Directors of the Company.
To the extent not preempted by Federal law, this Agreement shall be
construed in accordance with and governed by the laws of the State of Delaware.
The Option granted under this Agreement shall, for purposes of the Federal
income tax, be nonqualified stock options.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its undersigned officer thereunto duly authorized, and the
Optionee has hereunto set his hand, all as of the day and year first above
written.
NEW HORIZONS WORLDWIDE, INC.
By:____________________
Curtis Lee Smith, Jr.
Chairman of the Board and
Chief Executive Officer
OPTIONEE:
_____________________
A-3
<PAGE>
PROXY
NEW HORIZONS WORLDWIDE, INC.
500 CAMPUS DRIVE
MORGANVILLE, NJ 07751
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Curtis Lee Smith, Jr., Stuart O. Smith
and John T. St. James, as proxy, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to vote as
designated below, all shares of Common Stock of the Company held of record by
the undersigned on March 28, 1997, at the Annual Meeting of Stockholders to be
held on May 6, 1997, or any adjournment thereof.
Election of Directors, Nominees: (change of address)
Stuart O. Smith, Thomas J. Bresnan and Scott R. Wilson ______________________
______________________
______________________
______________________
(If you have written in
the above space, please
mark the corresponding
box on the reverse side
of this card.)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
SEE REVERSE SIDE
- --------------------------------------------------------------------------------
DETACH CARD
<PAGE>
SHARES IN YOUR NAME
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
1. ELECTION OF FOR [ ] AGAINST [ ]
DIRECTORS
(SEE REVERSE)
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):
2. APPROVED AND ADOPT STOCK OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. IN THIER DISCRETION, EACH PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
CHANGE OF ADDRESS [ ]
ATTEND MEETING [ ]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
SIGNATURE(S) ____________________________ DATE ___________________
SIGNATURE(S) ____________________________ DATE ___________________
NOTE: Please sign exactly as name appears thereon. 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.
- --------------------------------------------------------------------------------
DETACH CARD
