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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 Section 240.14a-11(c) or Section 240.14a-12
THE FAILURE GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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THE FAILURE GROUP, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 15, 1998
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of The Failure Group, Inc., a Delaware corporation (the "Company"),
will be held on Thursday, January 15, 1998, at 1:00 p.m., local time, at the
Company's principal executive offices, located at 149 Commonwealth Drive, Menlo
Park, California 94025, for the following purpose:
1. To approve an amendment to the Company's Restated Certificate of
Incorporation to effect a name change of the Company to Exponent, Inc.
The proposed name change is more fully described in the Proxy Statement
accompanying this Notice.
Only stockholders of record at the close of business on December 12, 1997
are entitled to notice of and to vote at the Special Meeting and any
adjournments or postponements thereof.
All stockholders are cordially invited to attend the Special Meeting in
person.
If you would like to attend the Special Meeting and your shares are held by
a broker, bank or other nominee, you must bring to the meeting a recent
brokerage statement or a letter from the nominee confirming your beneficial
ownership of the shares. You must also bring a form of personal identification.
In order to vote your shares at the Special Meeting, you must obtain from the
nominee a proxy issued in your name.
To ensure your representation at the Special Meeting, you are urged to
sign, date and return the enclosed proxy as promptly as possible in the postage-
prepaid envelope enclosed for that purpose. Any stockholder attending the
Special Meeting may vote in person even if he or she has returned a proxy.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Richard L. Schlenker
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Richard L. Schlenker, Secretary
Menlo Park, California
December 29, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN, DATE
AND PROMPTLY RETURN THE ATTACHED PROXY IN THE ENVELOPE PROVIDED.
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THE FAILURE GROUP, INC.
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PROXY STATEMENT
FOR THE
SPECIAL MEETING OF STOCKHOLDERS
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INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of The
Failure Group, Inc., a Delaware corporation (the "Company"), for use at the
Special Meeting of Stockholders (the "Special Meeting") to be held at the
Company's principal executive offices, located at 149 Commonwealth Drive, Menlo
Park, California 94025, on Thursday, January 15, 1998, at 1:00 p.m., local time.
The telephone number at that location is (650) 326-9400.
The proxy solicitation materials were mailed on or about December 29, 1997
to all stockholders entitled to vote at the Special Meeting.
RECORD DATE
Only stockholders of record at the close of business on December 12, 1997
(the "Record Date") are entitled to notice of and to vote at the Special
Meeting. As of the Record Date, a total of 7,423,289 shares of the Company's
common stock, $.001 par value (the "Common Stock"), were issued and outstanding.
The closing sales price of the Company's Common Stock on the Nasdaq National
Market on the Record Date was $9.13 per share.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock on
the matter presented at the Special Meeting.
The cost of soliciting proxies will be borne by the Company. The Company
has retained the services of ChaseMellon Shareholder Services, to assist in
obtaining proxies from brokers and nominees of stockholders for the Special
Meeting. The estimated cost of such services is $3,500, plus out-of-pocket
expenses. In addition, the Company may reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners. Proxies may also
be solicited by certain of the Company's directors, officers and regular
employees, without additional compensation, personally or by telephone,
telegram, letter or facsimile.
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QUORUM, ABSTENTIONS AND BROKER NON-VOTES
The presence, in person or by properly executed proxy of the holders of a
majority of the shares of Common Stock outstanding as of the Record Date is
necessary to constitute a quorum at the Special Meeting. Shares that voted
"FOR", "AGAINST" or "WITHHELD" on the proposal are treated as being present at
the meeting for purposes of establishing a quorum and are deemed to be "votes
cast" at the Special Meeting with respect to the proposal.
Abstentions and broker non-votes will be included for purposes of
determining whether a quorum of shares is present at the Special Meeting.
Abstentions will have the same effect as a vote against the proposal.
While broker non-votes may be counted for purposes of determining the
presence or absence of a quorum for the transaction for business, broker non-
votes will not be counted for purposes of determining the number of votes cast
with respect to the proposal. Broker non-votes with respect to the proposal set
forth in this Proxy Statement will therefore not be considered votes cast and,
accordingly, will not affect the determination as to whether the requisite
majority of votes cast has been obtained with respect to the proposal.
PROPOSAL NO. 1
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
TO CHANGE THE COMPANY'S NAME TO "EXPONENT, INC."
The Board of Directors is soliciting stockholder approval of an amendment to
the Company's Restated Certificate of Incorporation to change the Company's name
to "Exponent, Inc." This proposed name change is part of the Company's effort
to grow as a professional services firm. The new name is intended to help the
Company leverage its scientific reputation into other service offerings. As the
Company's resources grow through recruitment and acquisitions, the proposed name
is intended to help the Company to build on its reputation.
Upon approval of the proposed amendment to the Restated Certificate of
Incorporation by the stockholders, the Company will seek to change it Nasdaq
National Market trading symbol from "FAIL" to "EXPO."
The Board of Directors believes that it is in the best interests of the
Company and its stockholders to change the name of the Company from The Failure
Group, Inc. to Exponent, Inc.
REQUIRED VOTE
Under Delaware law, approval of the amendment to the Company's Restated
Certificate of Incorporation requires the affirmative vote of at least a
majority of the outstanding shares of Common Stock. An abstention or failure to
vote on this proposal is not an affirmative vote and, therefore, will have the
same effect as a vote against the proposal. A broker non-vote will not be
treated as entitled to vote on the subject matter of the meeting. See
"Information Concerning Solicitation and Voting--Quorum, Abstentions and Broker
Non-Votes."
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NO OTHER MATTERS
No business other than the proposed amendment to the Company's Restated
Certificate of Incorporation to effect a name change of the Company may be
brought before the Special Meeting.
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute
and return, at your earliest convenience, the accompanying proxy card in the
enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Richard L. Schlenker
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Richard L. Schlenker, Secretary
Menlo Park, California
December 29, 1997
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THE FAILURE GROUP, INC.
SPECIAL MEETING OF STOCKHOLDERS, JANUARY 15, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR A SPECIAL MEETING OF STOCKHOLDERS
The undersigned stockholder of The Failure Group, Inc. a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of
Special Meeting of Stockholders and Proxy Statement, each dated December 29,
1997, and hereby appoints Michael R. Gaulke, Roger L. McCarthy and Richard L.
Schlenker and any of them, each with power of substitution and revocation,
proxies and attorneys-in-fact of the undersigned to represent the undersigned
and vote all shares of Common Stock of the Company which the undersigned
would be entitled to vote if personally present at the Company's Special
Meeting of Stockholders to be held at the Company's Principal Executive
Offices located at 149 Commonwealth Drive, Menlo Park, California 94025, at
1:00 p.m. local time, on Thursday, January 15, 1998 and at any adjournments or
postponements thereof, upon the following matters.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
* FOLD AND DETACH HERE *
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PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE [X]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED STOCKHOLDER(S), OR IF NO DIRECTIONS ARE INDICATED,THIS PROXY WILL
BE VOTED FOR ITEM 1.
FOR AGAINST ABSTAIN
1. To approve the Company's Restated Certificate of [ ] [ ] [ ]
Incorporation to change the Company's name to
"Exponent, Inc."
SIGNATURE(S)____________________________________ DATE:____________________
PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS HEREON. IF SIGNING AS ATTORNEY,
EXECUTOR, GUARDIAN, OR IN OTHER REPRESENTATIVE CAPACITY, SIGN NAME AND TITLE.
* FOLD AND DETACH HERE *
