<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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
Cellular Communications International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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:
------------------------------------------------------------------------
(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
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
------------------------
PROXY STATEMENT AND
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 1998
------------------------
The Annual Meeting of Stockholders of Cellular Communications
International, Inc. (the "Company") will be held at 9:15 a.m. local time, on
Wednesday, June 3, 1998, at The Waldorf Astoria Hotel, fourth floor, Park Avenue
Center/North, located at 301 Park Avenue, New York, New York 10022, for the
following purposes:
1. To elect two directors to the Board of Directors.
2. To ratify the appointment by the Board of Directors of Ernst &
Young LLP as independent auditors for the year ending December 31, 1998.
3. To approve an amendment of the Fourth Article of the Company's
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 25,000,000 to 75,000,000.
4. To transact any other business that may properly be brought before
the meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 14, 1998,
as the record date for the determination of the stockholders entitled to notice
of and to vote at the meeting. Accordingly, only stockholders of record at the
close of business on that date will be entitled to vote at the meeting. The
transfer books will not be closed. A list of the stockholders entitled to vote
at the meeting will be located at the Company's principal executive offices, 110
East 59th Street, New York, New York 10022, at least ten days prior to the
meeting and will also be available for inspection at the meeting.
A copy of the Annual Report for 1997 is being mailed together with this
proxy material.
It is important that your shares be represented at the meeting. Regardless
of whether you plan to attend the meeting, please execute the enclosed proxy and
return it promptly in the accompanying postage-paid envelope. Submitting this
executed proxy will not preclude your right to revoke it and to vote in person
at the meeting.
By order of the Board of Directors,
RICHARD J. LUBASCH
Secretary
New York, New York
April 28, 1998
<PAGE> 3
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 1998
------------------------
PROXY STATEMENT
------------------------
This proxy statement sets forth certain information with respect to the
accompanying proxy proposed to be used at the Annual Meeting of Stockholders of
Cellular Communications International, Inc. (the "Company"), or at any
adjournment or postponement thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. The Board of Directors of the Company
solicits this proxy and urges you to sign the proxy, fill in the date, and
return it immediately to the Secretary of the Company. The prompt cooperation of
the stockholders is necessary in order to ensure a quorum and to avoid expenses
and delay.
Holders of record of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), at the close of business on April 14, 1998, will be
entitled to vote at the meeting. At the close of business on April 14, 1998,
16,516,970 shares of Common Stock were outstanding and entitled to vote at the
meeting. Each share of Common Stock is entitled to one vote.
The proxy is revocable on written instructions, including a subsequently
received proxy, signed in the same manner as the proxy, and received by the
Secretary of the Company at any time at or before the balloting on the matter
with respect to which such proxy is to be exercised. If you attend the meeting
you may, if you wish, revoke your proxy by voting in person. This proxy
statement and the accompanying proxy materials are being mailed to stockholders
on or about April 28, 1998.
The meeting will be held at 9:15 a.m. local time, on Wednesday, June 3,
1998, at The Waldorf Astoria Hotel, Park Avenue Center/North, located at 301
Park Avenue, New York, New York 10022.
All expenses of soliciting proxies, including clerical work, printing and
postage, will be paid by the Company. Proxies may be solicited personally, or by
mail, telephone or facsimile, by current and former directors, officers and
other employees of the Company, but the Company will not pay any compensation
for such solicitations. In addition, the Company has agreed to pay D.F. King &
Co., Inc. a fee of $4,000, plus reasonable expenses, for proxy solicitation
services. The Company will also reimburse brokers and other persons holding
shares in their names or in the names of nominees for their expenses for sending
material to principals and obtaining their proxies.
<PAGE> 4
SECURITY OWNERSHIP OF PRINCIPAL
STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock, as of April 10, 1998, after giving retroactive
effect to the 3-for-2 stock split by way of stock dividend, paid on April 14,
1998, by (i) each executive officer and director of the Company, (ii) all
directors and executive officers as a group (iii) stockholders holding 5% or
more of the Company's Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
---------------------------------------------------
PRESENTLY
COMPANY EXERCISABLE
EXECUTIVE OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS STOCK OPTIONS(1) TOTAL PERCENT(2)
- -------------------------------------------------------- --------- ----------- --------- ----------
<S> <C> <C> <C> <C>
William B. Ginsberg(3)............................. 359,746 656,673 1,016,419 5.92%
J. Barclay Knapp................................... 139,734 282,028 421,762 2.51
Richard J. Lubasch(4).............................. 43,124 111,784 154,908 *
Stanton N. Williams................................ 36,450 111,000 147,450 *
Gregg Gorelick..................................... 2,406 58,252 60,658 *
Del Mintz(5)....................................... 369,674 52,782 422,456 2.55
Sidney R. Knafel(6)................................ 258,151 52,782 310,933 1.88
Alan J. Patricof(7)................................ 19,395 52,782 72,177 *
Warren Potash...................................... 94 52,782 52,876 *
All directors and officers as a group (9 in number).. 1,228,774 1,430,865 2,659,639 14.82
Massachusetts Financial Services Company(8)........ 1,871,113 -- -- 11.33
500 Boylston Street
Boston, MA 02116
HBK Investments L.P.(9)............................ 1,057,800 -- -- 6.41
HBK Finance L.P.(10)
777 Main Street, Suite 2750
Fort Worth, TX 76102
President and Fellows of Harvard College(10)....... 905,325 -- -- 5.48
600 Atlantic Avenue
Boston, MA 02210
T. Rowe Price Associates, Inc.(11)................. 855,300 -- -- 5.18
100 E. Pratt Street
Baltimore, MD 21202
</TABLE>
- ---------------
* Represents less than one percent.
(1) Includes shares of Common Stock purchasable upon the exercise of options
which are exercisable or become so in the next 60 days ("Presently
Exercisable Options").
(2) Includes Common Stock and Presently Exercisable Options.
(3) Includes 21,750 shares of Common Stock owned by Mr. Ginsberg's wife, as to
which shares Mr. Ginsberg disclaims beneficial ownership.
(4) Includes 187 shares of Common Stock owned by Mr. Lubasch as custodian for
his child, as to which shares Mr. Lubasch disclaims beneficial ownership.
(5) Includes 20,740 shares of Common Stock owned by Mr. Mintz's children or by
Mr. Mintz's children as trustees for their children, 43 shares owned by Mr.
Mintz's wife and 22,876 shares which were purchased by CBDM, Inc., a
subchapter "S" Corporation that is owned by the children and grandchildren
of Mr. Mintz. Mr. Mintz acts in an advisory capacity to the shareholders of
CBDM, Inc. Mr. Mintz disclaims beneficial ownership of all of the shares
referenced in this note.
(6) Includes 80,311 shares of Common Stock owned by a trust account for the
benefit of a child of Mr. Knafel, as to which shares Mr. Knafel disclaims
beneficial ownership. An additional 80,311 shares are owned by an adult
child of Mr. Knafel, as to which shares Mr. Knafel disclaims beneficial
ownership.
(footnotes continued on following page)
2
<PAGE> 5
(7) Includes 117 shares of Common Stock owned by Mr. Patricof's wife, 454
shares owned by, or in trust for the benefit of, Mr. Patricof's children as
to which Mr. Patricof disclaims beneficial ownership.
(8) Based solely upon a Form 13-G, Amendment No. 2, dated February 13, 1998,
filed by Massachusetts Financial Services Company.
(9) Based solely upon a Form 13-D, dated March 2, 1998, filed by HBK
Investments L.P. and HBK Finance L.P.
(10) Based solely upon a Form 13-G, dated February 12, 1998, filed by President
and Fellows of Harvard College.
(11) Based solely upon a Form 13-G, dated February 12, 1998, filed by T. Rowe
Price Associates, Inc.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that 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 file with the SEC, and with each exchange on which the Common
Stock trades, initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers, directors
and greater than ten percent shareholders are required by the SEC's regulations
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1997, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
ELECTION OF DIRECTORS
(ITEM 1)
ELECTION OF DIRECTORS
Pursuant to the Company's Restated Certificate of Incorporation, which
provides for a classified Board of Directors, the Board of Directors consists of
three classes of directors with overlapping three year terms. One class of
directors is to be elected each year with terms expiring on the third succeeding
annual meeting after such election. The terms of two directors expire this year.
Accordingly, at the meeting, two directors will be elected to serve for a three
year term and until their successors shall have been elected and qualified.
Unless otherwise indicated on any proxy, the proxy holders intend to vote the
shares it represents for the nominees whose biographical sketches appear in the
section immediately following. Both of the nominees are now serving as directors
of the Company and were previously elected by the Company's stockholders. As the
result of the resignations of one director in each of April 1994 and June 1997,
there are two vacancies on the Board of Directors, and there is no intention to
fill these vacancies at this time.
The election to the Board of Directors of each of the nominees identified
in this Proxy Statement will require the affirmative vote of the holders of a
plurality of the shares of Common Stock present in person or represented by
proxy at the annual meeting and entitled to vote. In tabulating the vote,
abstentions and broker non-votes will be disregarded and have no effect on the
outcome of the vote.
3
<PAGE> 6
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE NOMINEES IDENTIFIED FOR
REELECTION
The votes applicable to the shares represented by proxies in the
accompanying form will be cast in favor of the two nominees below. While it is
not anticipated that any of the nominees will be unable to serve, if any should
be unable to serve, the proxy holders reserve the right to substitute any other
person.
The nominees and continuing directors of the Company were elected by the
Company's stockholders in 1995, 1996 and 1997, as applicable. The continuing
directors will serve for the terms indicated and until their successors are duly
elected and qualified.
PRESENT DIRECTORS WHO ARE NOMINEES FOR REELECTION
<TABLE>
<CAPTION>
POSITION
NAME AGE (PROPOSED TERM AS DIRECTOR)
- ---- --- ---------------------------
<S> <C> <C>
Sidney R. Knafel..................... 67 Director (2001)
Del Mintz............................ 70 Director (2001)
</TABLE>
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
<TABLE>
<CAPTION>
POSITION
NAME AGE (TERM AS DIRECTOR)
- ---- --- ------------------
<S> <C> <C>
William B. Ginsberg.................. 54 Director, President and Chief
Executive Officer (1999)
J. Barclay Knapp..................... 41 Director, Executive Vice President,
and Chief Operating Officer (1999)
Alan J. Patricof..................... 63 Director (2000)
Warren Potash........................ 66 Director (2000)
</TABLE>
Additional information as of April 14, 1998 regarding the two nominees for
election as directors and the continuing directors and information regarding
executive officers of the Company is as follows:
NOMINEES
Sidney R. Knafel, a director from and prior to the July 1991 distribution
by Cellular Communications, Inc. ("CCI") to its stockholders of the Common Stock
of the Company (the "Distribution"), has been Managing Partner of SRK Management
Company, a private investment concern, since 1981. In addition, Mr. Knafel is
Chairman of Insight Communications, Inc. and BioReliance Corporation. Mr. Knafel
is also a director of General American Investors Company, Inc., IGENE
Biotechnology, Inc., NTL Incorporated ("NTL"), CoreComm Incorporated
("CoreComm") and some privately owned companies.
Del Mintz, a director of the Company from and prior to the Distribution, is
President of Cleveland Mobile TeleTrak, Inc. and Cleveland Mobile Radio Sales,
Inc. and Ohio Mobile TeleTrak, Inc., companies providing telephone answering and
radio communications services to Cleveland and Columbus, respectively. Mr. Mintz
has held similar positions with the predecessor of these companies since 1967.
Mr. Mintz is President of several other companies, and was President and a
principal stockholder of Cleveland Mobile Cellular Telephone, Inc. before such
company was acquired by merger with CCI's predecessor in 1985. Mr. Mintz is also
a director of NTL, CoreComm and several privately owned companies.
CONTINUING DIRECTORS
William B. Ginsberg, has been President, Chief Executive Officer and a
director of the Company from and prior to the Distribution. In April 1994, Mr.
Ginsberg was appointed as Chairman of the Company. Mr. Ginsberg had also been
President, Chief Executive Officer and a director of CCI since its founding in
1981 until its merger in 1996 into a subsidiary of AirTouch Communications Inc.
(the "CCI Merger").
4
<PAGE> 7
J. Barclay Knapp, has been Executive Vice President, Chief Operating
Officer and a director of the Company from and prior to the Distribution. Mr.
Knapp was also Chief Financial Officer of the Company until March 1995. Mr.
Knapp was a director and Executive Vice President, Chief Operating Officer and
Chief Financial Officer of CCI until the CCI Merger. In addition, Mr. Knapp is a
director, President, Chief Financial Officer and Chief Executive Officer of NTL
and a director, President and Chief Executive Officer of CoreComm.
Alan J. Patricof, a director from and prior to the Distribution, is
Chairman of Patricof & Co. Ventures, Inc., a venture capital firm he founded in
1969. Mr. Patricof also serves as a director of NTL, CoreComm and other
privately owned companies.
Warren Potash, has been a director from and prior to the Distribution. Mr.
Potash retired in 1991 as President and Chief Executive Officer of the Radio
Advertising Bureau, a trade association, a position he held since 1989. Prior to
that time and beginning in 1986, he was President of New Age Communications,
Inc., a communications consultancy firm. Until his retirement in 1986, Mr.
Potash was a Vice President of Capital Cities/ABC Broadcasting, Inc., a position
he held since 1970. Mr. Potash is also a director of NTL and CoreComm.
EXECUTIVE OFFICERS OTHER THAN DIRECTORS
Richard J. Lubasch, 51, has been the Company's Vice President-General
Counsel and Secretary from and prior to the Distribution. In April 1994, Mr.
Lubasch was appointed Senior Vice President and Treasurer of the Company. Mr.
Lubasch was Vice President-General Counsel and Secretary of CCI from July 1987
until the CCI Merger. Mr. Lubasch is Senior Vice President-General Counsel and
Secretary of NTL and CoreComm.
Gregg Gorelick, 39, has been the Company's Vice President-Controller from
and prior to the Distribution. From 1981 to 1986 he was employed by Ernst &
Whinney (now known as Ernst & Young LLP). Mr. Gorelick is a certified public
accountant and was Vice President-Controller of CCI from 1986 until the CCI
Merger. Mr. Gorelick holds that position at NTL and CoreComm.
Stanton N. Williams, 36, has been the Company's Vice President and Chief
Financial Officer since March 1995. He had been the Director of Corporate
Development for the Company from and prior to the Distribution, a title he
currently holds at NTL and held at CCI, until the CCI Merger, and at CoreComm
until he was appointed Vice-President-Chief Financial Officer in 1997. Prior to
joining CCI in 1989, Mr. Williams was employed by Arthur Andersen & Co's
consulting division.
Executive officers of the Company are elected annually by the Board of
Directors and serve until their successors are duly elected and qualified.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
During calendar 1997, seven meetings (including regularly scheduled and
special meetings) of the Board of Directors were held. Messrs. Knafel and Mintz
serve as members of the Board of Director's compensation and option committee
and Messrs. Mintz, Patricof and Potash serve as members of the Board of
Director's audit committee. The compensation and option committee reviews and
makes recommendations regarding annual compensation for Company officers and the
audit committee oversees the Company's financial reporting process on behalf of
the Company's Board of Directors. During calendar 1997, the compensation and
option committee held two meetings and the audit committee held one meeting. No
director during calendar 1997 attended fewer than 88% of the meetings of the
Board of Directors and committee meetings of which he was a member. There are no
other committees of the Board of Directors. Directors are reimbursed for out-of-
pocket expenses incurred in attending meetings of the Board of Directors and the
committees. In addition, as of December 31, 1997, Messrs. Knafel, Mintz,
Patricof and Potash have each been granted options to purchase an aggregate of
66,282 shares of Common Stock at a weighted average price of $12.20 per share,
after giving retroactive effect to the 3-for-2 stock split by way of stock
dividend, paid on April 14, 1998. Directors are paid a fee of $250 for each
Board Meeting and committee meeting that they attend.
5
<PAGE> 8
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
POLICY
The Compensation and Option Committee of the Board of Directors (the
"Committee") has the responsibility for the design and implementation of the
Company's executive compensation program. The Committee is composed entirely of
independent non-employee directors.
The Company's executive compensation program is designed to be closely
linked to corporate performance and return to shareholders. To this end, the
Company has developed an overall compensation strategy and specific compensation
plans that tie a very significant portion of an executive's aggregate
compensation to the appreciation in the Company's stock price. In addition,
executive bonuses are linked to the achievement of operational goals and
therefore relate to shareholder return. The overall objective of this strategy
is to attract and retain the best possible executive talent, to motivate these
executives to achieve the goals inherent in the Company's business strategy and
to link executive and shareholder interests through equity-based compensation,
thereby seeking to enhance the Company's profitability and shareholder value.
The Committee also recognizes that for Messrs. Ginsberg, Knapp, Lubasch,
Williams and Gorelick, the cash portion of their compensation is small in light
of their compensation from NTL (which is reimbursed to NTL by the Company based
on a reasonable estimate of the time these executives spent on Company activity
in the relevant period). The Committee believes that for such executives
stock-based compensation becomes even more significant.
Each year the Committee conducts a review of the Company's executive
compensation program to determine the appropriate level and forms of
compensation. Such review permits an annual evaluation of the link between the
Company's performance and its executive compensation.
In assessing compensation levels for the named executives, the Committee
recognizes the fact that such executives have participated in the development of
the Company (and its predecessors) from its earliest stages, and have produced
consistent significant long-term value for stockholders of the Company (and its
predecessors) over such period. In determining the annual compensation for the
Chief Executive Officer, the Committee uses the same criteria as it does for the
other named executives.
BASE SALARY AND BONUS
In furtherance of the Company's incentive-oriented compensation goals set
forth above, cash compensation (annual base salary and bonus) is generally set
below levels paid by comparable sized telecommunications companies and is
supplemented by equity-based option grants. With respect to 1997, the annual
salary for each of the named executive officers remained the same as in 1996. In
1997, Messrs. Ginsberg, Lubasch, Williams and Gorelick received bonuses of
$120,000, $40,000, $40,000 and $10,000, respectively. This level of emphasis on
bonus reflects the Committee's view that a meaningful percentage of compensation
should be performance based and the Committee intends to continue to determine
bonuses in this light.
STOCK OPTIONS
Under the Company's stock option plan, stock options were granted to
certain Company executive officers during 1997. Information with respect to such
option grants to the named executives is set forth in the "Option Grants Table."
Stock options are designed to align the interest of executives with those
of the stockholders. The options generally are granted at an exercise price
equal to the market price of the Common Stock on the date of grant and vest over
a period of five years. Accordingly, the executives are provided additional
incentive to create shareholder value over the long term since the full benefit
of the options cannot be realized unless stock price appreciation occurs over a
number of years.
6
<PAGE> 9
In determining individual option grants, the Committee takes into
consideration the number of options previously granted to that individual, the
amount of time and effort dedicated to the Company during the preceding year and
expected commitment to the Company on a forward-looking basis. The Committee
also strives to provide each option recipient with an appropriate incentive to
increase shareholder value, taking into consideration their cash compensation
levels.
In 1995, 1996 and 1997, after giving retroactive effect to the 3-for-2
stock split by way of stock dividend, paid on April 14, 1998, Mr. Ginsberg
received options to purchase 112,500 shares of Common Stock at an exercise price
of $27.83, 75,000 shares of Common Stock at an exercise price of $22.17 and
90,000 shares of Common Stock at an exercise price of $18.67, respectively, (the
fair market value of the Common Stock on the dates of grant). Mr. Ginsberg now
owns 359,746 shares of the Company's Common Stock and holds options to purchase
an additional 763,173 shares. The Committee believes that the equity interest in
the Company held by the named executive officers, including Mr. Ginsberg,
represents a significant incentive to increase overall shareholder value.
COMPENSATION DEDUCTION CAP POLICY
In 1994, the Company's stockholders approved an amendment to the Company's
stock option plan, among other things, bring the plan into compliance with the
rules regarding non-deductibility of compensation in excess of $1 million under
sec.162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Any
compensation realized from the exercise of such stock options granted at fair
market value as of the date of grant thus would generally be exempt from the
deduction limitations under sec.162(m) of the Code. Other annual compensation,
such as salary and bonus, is not expected to exceed $1 million per executive.
THE COMPENSATION AND OPTION COMMITTEE
Sidney R. Knafel
Del Mintz
7
<PAGE> 10
GENERAL
The following table discloses compensation received by the Company's Chief
Executive Officer and the four other most highly paid executives officers for
the three years ended December 31, 1997.
SUMMARY COMPENSATION TABLE*
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION COMMON ALL
----------------------- STOCK OTHER
SALARY BONUS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS(#)(1) ($)
--------------------------- ---- ------ ------- ------------- ------------
<S> <C> <C> <C> <C> <C>
William B. Ginsberg...................... 1997 18,000 120,000 90,000 --
Chairman, President and 1996 18,000 130,000 75,000 --
Chief Executive Officer 1995 18,000 100,000 112,500 --
J. Barclay Knapp......................... 1997 18,000 -- -- --
Executive Vice President and 1996 18,000 -- -- --
Chief Operating Officer 1995 18,000 -- 7,500 --
Richard J. Lubasch....................... 1997 12,000 40,000 30,000 --
Senior Vice President -- General 1996 12,000 50,000 22,500 --
Counsel, Treasurer and Secretary 1995 12,000 55,000 22,500 --
Stanton N. Williams(2)................... 1997 12,000 40,000 30,000 --
Vice President - 1996 12,000 50,000 30,000 --
Chief Financial Officer 1995 12,000 55,000 45,000 --
Gregg Gorelick........................... 1997 9,000 10,000 7,500 --
Vice President -- Controller 1996 9,000 20,000 7,500 --
1995 9,000 25,000 3,750 --
</TABLE>
- ---------------
* CCI provided management, financial, legal and technical services to the
Company until the CCI Merger. Amounts charged to the Company by CCI
consisted of salaries and indirect costs allocated to the Company. For the
years ended December 31, 1996 and 1995, CCI charged the Company $232,000 and
$896,000, respectively. In August 1996, upon the CCI Merger, NTL commenced
providing management, financial, legal and technical services to the
Company. Amounts charged to the Company consist of salaries and indirect
costs allocated to the Company. In 1997 and 1996, NTL charged the Company
$871,000 and $351,000, respectively. It is not practicable to determine the
amounts of these expenses that would have been incurred had the Company
operated as an unaffiliated entity. However, in the opinion of management of
the Company, the allocation method is reasonable. The named executives had
received salaries from CCI and now receive salaries from NTL and spend
portions of their time providing executive management to the Company.
(1) After giving retroactive effect to the 3-for-2 stock split by way of stock
dividend, paid on April 14, 1998.
(2) Mr. Williams was appointed Vice President and Chief Financial Officer in
March 1995.
8
<PAGE> 11
OPTION GRANTS TABLE
The following table provides information on stock option grants during 1997
to the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------ VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATE OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM(2)
OPTIONS EMPLOYEES OR BASE -----------------------
GRANTED IN FISCAL PRICE EXPIRATION 5%($) 10%($)
NAME (#)(1) YEAR ($/SHARE) DATE $30.41 $48.42
---- ---------- ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William B. Ginsberg............... 90,000 53.10% 18.67 03/10/07 1,056,600 2,677,800
J. Barclay Knapp.................. -- -- -- -- -- --
Richard J. Lubasch................ 30,000 17.70 18.67 03/10/07 352,200 892,600
Stanton N. Williams............... 30,000 17.70 18.67 03/10/07 352,200 892,600
Gregg Gorelick.................... 7,500 4.42 18.67 03/10/07 88,050 223,150
</TABLE>
- ---------------
(1) All options were granted on March 11, 1997 at an exercise price equal to the
closing price of the Common Stock on The Nasdaq Stock Market's National
Market ("NNM") on such date after giving retroactive effect to the 3-for-2
stock split by way of stock dividend, paid on April 14, 1998; 20% were
exercisable upon issuance, 20% became exercisable on January 1, 1998 and an
additional 20% will become exercisable on each of January 1, 1999, 2000 and
2001. Upon a change of control of the Company all unvested options become
fully vested and exercisable.
(2) The amounts shown in these columns are the potential realizable value of
options granted at assumed rates of stock price appreciation (5% and 10%)
specified by the SEC, and have not been discounted to reflect the present
value of such amounts. The assumed rates of stock price appreciation are not
intended to forecast the future appreciation of the Common Stock.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table provides information on stock option exercises during
1997 by the named executive officers and the value at December 31, 1997 of
unexercised in-the-money options held by each of the named executive officers
after giving retroactive effect to the 3-for-2 stock split by way of stock
dividend, paid on April 14, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR-END AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-THE-
SHARES UNEXERCISED OPTIONS MONEY OPTIONS AT
ACQUIRED ON AT FY-END (#) FY-END ($)*
EXERCISE VALUE EXERCISABLE(E)/ EXERCISABLE(E)/
NAME (#) REALIZED ($) UNEXERCISABLE(U) UNEXERCISABLE(U)
---- ----------- ------------ -------------------- -------------------
<S> <C> <C> <C> <C>
William B. Ginsberg................. -- -- 567,423(E) 12,867,447(E)
195,750(U) 2,116,950(U)
J. Barclay Knapp.................... -- -- 264,779(E) 7,239,230(E)
18,750(U) 318,910(U)
Richard J. Lubasch.................. -- -- 94,535(E) 2,083,872(E)
48,750(U) 495,630(U)
Stanton N. Williams................. 34,877 569,958 81,000(E) 979,080(E)
69,000(U) 698,520(U)
Gregg Gorelick...................... 2,250 33,818 53,378(E) 1,454,066(E)
13,125(U) 142,565(U)
</TABLE>
- ---------------
* Based on the closing price on the NNM on December 31, 1997 of $31.17, after
giving retroactive effect to the 3-for-2 stock split by way of stock dividend,
paid on April 14, 1998.
9
<PAGE> 12
PERFORMANCE GRAPH
The following graph sets forth the Company's cumulative shareholder return
from December 31, 1992 through December 31, 1997 as well as The Nasdaq Stock
Market (U.S.) Index and the Center for Research in Security Prices ("CRSP")
Index of Nasdaq Telecommunications Stocks during such time period.
<TABLE>
<CAPTION>
'Cellular NASDAQ NASDAQ Stock
Measurement Period Communications Telecommunications Market (U.S.)
(Fiscal Year Covered) International, Inc.' Stocks Index
<S> <C> <C> <C>
12/31/92 100.00 100.00 100.00
12/31/93 344.58 154.19 114.80
12/30/94 1033.75 128.69 112.21
12/29/95 1015.92 168.51 158.70
12/31/96 689.16 172.29 195.19
12/31/97 1110.98 254.48 239.53
</TABLE>
- ---------------
Note: Stock price performance shown above for the Common Stock is historical and
not necessarily indicative of future price performance.
10
<PAGE> 13
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
(ITEM 2)
Subject to ratification by the stockholders, the Board of Directors has
reappointed Ernst & Young LLP as independent auditors to audit the financial
statements of the Company for the year ending December 31, 1998.
Representatives of the firm of Ernst & Young LLP are expected to be present
at the meeting and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
The ratification of the selection of Ernst & Young LLP as the Company's
independent auditors for 1998 will require the affirmative vote of the holders
of a majority of the outstanding shares of Common Stock present in person or
represented by proxy at the annual meeting and entitled to vote. In determining
whether the proposal has received the requisite number of affirmative votes,
abstentions will be counted and will have the same effect as a vote against the
proposal; broker non-votes will be disregarded and have no effect on the outcome
of the vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE FOR SUCH RATIFICATION
PROPOSAL TO AMEND THE FOURTH ARTICLE OF THE
RESTATED CERTIFICATE OF INCORPORATION OF CCIL
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
(ITEM 3)
Subject to approval by stockholders, the Board of Directors has unanimously
approved a proposed amendment to the Restated Certificate of Incorporation to
increase the number of authorized shares of the Company's Common Stock from
25,000,000 to 75,000,000 shares.
As of April 14, 1998, after giving effect to the 3-for-2 stock split by way
of stock dividend paid on that date, there was 16,516,970 shares of Common Stock
issued and outstanding. Approximately 2,159,000 additional shares of Common
Stock were reserved for issuance upon the conversion of the Company's 6%
Convertible Subordinated Notes Due 2005 into Common Stock, approximately
2,230,000 additional shares of Common Stock were reserved for issuance upon
exercise of options and approximately 673,000 additional shares of Common Stock
were reserved for issuance upon exercise of warrants. Accordingly, only a total
of approximately 3,421,000 authorized but unissued and unreserved shares of
Common Stock are now available for future issuance.
The Board of Directors believes the Company's ability to meet business
requirements and to take advantage of financial opportunities would be enhanced
substantially if the proposed increase in authorized shares is approved. The
Board believes that the adoption of the proposed amendment will enable the
Company to respond promptly and appropriately to business opportunities, such as
to finance acquisitions of other companies or businesses or other transactions
with Common Stock and to meet any proper corporate purpose, including, without
limitation, opportunities to raise additional funds through equity based
financings, or stock splits or dividends, issuance pursuant to stock option or
other employee benefit or incentive compensation plans or agreements, and
availability upon conversion of debt or equity securities.
If the proposed amendment is approved, the Board of Directors could
authorize the issuance of additional shares (up to new maximum number of
authorized shares) for any proper purpose, at such time and for such
consideration as the Board may determine to be appropriate, without further
stockholder approval, unless otherwise required by applicable law or by the
rules of the Nasdaq or any other stock exchange on which the Company's
securities are listed. The Board of Directors believes that if authorization of
any increase in the Common Stock were postponed until a specific need arose, the
delay and expense incident to obtaining the approval of stockholders at that
time might deprive the Company of the flexibility the Board views as important
in facilitating the effectiveness of the Company's shares, eliminate the
opportunity to effect corporate actions or reduce the anticipated benefits and
impair the Company's ability to meet its financing or other objectives.
11
<PAGE> 14
The additional shares of Common Stock for which authorization is sought
would become part of the existing class of Common Stock and, when issued, would
be identical to the shares of Common Stock now authorized and issued. The
authorization of additional shares of Common Stock would not have any effect on
the rights of existing security holders. No stockholder of the Company has, or
as a result of the proposed amendment would have, any pre-emptive right to
subscribe for, purchase or otherwise acquire any stock of the Company.
Accordingly, if the proposed amendment is approved, a substantial amount of
Common Stock would be available for issuance to any entity which might wish to
make an investment in the Company on terms deemed by the Board of Directors to
be in the best interests of the Company and its stockholders. There are no
present active discussions concerning such an investment. However, issuance of
additional shares of Common Stock, other than on a pro rata basis to all current
stockholders, would dilute the voting rights of present holders of any
additional shares of Common Stock and other relevant facts and circumstances, it
is possible that issuance of such Common Stock could have a dilutive effect on
the stockholders' equity and earnings per share attributable to such present
holders.
While not the intent of the Board of Directors, approval of the proposed
amendment could have the effect of discouraging a takeover attempt in that the
Company's Board could consider issuing the additional shares of Common Stock to
impede any unsolicited bid for control of the Company which the Board believed
was not in the best interests of the Company and its stockholders. Availability
as a defensive response to a takeover attempt was not a motivating factor in the
Board's approval of the proposed amendment. No takeover bid has been proposed to
or discussed with the Company and, to the Company's best knowledge, no such bid
is under consideration.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock as a class is required for approval of this amendment.
Abstentions and broker non-votes will have the same effect as votes against
approval of the proposed amendment.
The first paragraph of the Fourth Article of the Restated Certificate of
Incorporation, including the changes effected by the proposed amendment to
increase the number of authorized shares of Common Stock, will be substantially
in the form set forth in Appendix A attached to this Proxy Statement.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting must be received by the Company at the address set forth on the first
page of this Proxy Statement on or before December 29, 1998, to be considered
for inclusion in the Company's Proxy Statement and Form of Proxy relating to
that meeting.
OTHER BUSINESS
The Board of Directors is not aware of any matters other than those set
forth in this Proxy Statement that will be presented for action at the Annual
Meeting and does not intend to bring any other matters before the Annual
Meeting. However, if any other matters should properly come before the Annual
Meeting, or at any adjournment or postponement thereof, it is the intention of
the persons named in the accompanying proxy to vote on such matters as they, in
their discretion, may determine.
By order of the Board of Directors,
RICHARD J. LUBASCH
Secretary
New York, New York
April 28, 1998
12
<PAGE> 15
APPENDIX A
FOURTH: A. AUTHORIZED CAPITAL. The total number of shares of stock which
the Corporation shall have the authority to issue is 77,500,000 consisting of
75,000,000 shares of common stock, par value $0.01 per share (the "Common
Stock"), and 2,500,000 shares of preferred stock, par value $0.01 per share (the
"Preferred Stock").
13
<PAGE> 16
PROXY
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
110 EAST 59TH STREET, NEW YORK, N.Y. 10022
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING ON JUNE 3,
1998
The undersigned hereby appoints William S. Ginsberg, J. Barclay Knapp and
Richard J. Lubasch, and each of them, with full power of substitution, proxies
to represent the undersigned at the Annual Meeting of Stockholders of Cellular
Communications International, Inc. to be held at 9:15 a.m., local time, on
Wednesday, June 3, 1998, at The Waldorf Astoria Hotel, fourth floor, Park Avenue
Center/North, located at 301 Park Avenue, New York, New York 10022 and at any
adjournment or postponement thereof, and thereat to vote all of the shares of
stock which the undersigned would be entitled to vote, with all the powers the
undersigned would possess if personally present. The Board of Directors
recommend that you vote FOR the following proposals.
1. Election of Directors: Nominees: Sidney R. Knafel and Del Mintz
<TABLE>
<C> <S> <C> <C>
[ ] VOTE FOR both nominees listed, except as [ ] VOTE WITHHELD from both nominees.
marked to the contrary above. (TO
WITHHOLD YOUR VOTES FOR EITHER INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST ABOVE.)
</TABLE>
2. Ratify the appointment of Ernst & Young LLP as the independent auditors of
the Company for the fiscal year ending December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve an amendment of the Fourth Article of the Company's Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 25,000,000 to 75,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please date and sign on reverse side and return promptly.)
<PAGE> 17
(Continued from other side)
4. In their discretion, to act upon such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
THE PROXY HOLDERS WILL VOTE THE SHARES REPRESENTED BY THIS PROXY IN THE MANNER
INDICATED ON THE REVERSE SIDE HEREOF. UNLESS A CONTRARY DIRECTION IS INDICATED,
THE PROXY HOLDERS WILL VOTE SUCH SHARES "FOR" THE PROPOSALS SET FORTH ON THE
REVERSE SIDE HEREOF. IF ANY FURTHER MATTERS PROPERLY COME BEFORE THE ANNUAL
MEETING, IT IS THE INTENTION OF THE PERSONS NAMED ABOVE TO VOTE SUCH PROXIES IN
ACCORDANCE WITH THEIR BEST JUDGMENT.
----------------------------------
Signature
----------------------------------
Signature
Dated, 1998
In case of joint owners, each
joint owner must sign. If signing
for a corporation or partnership
or as agent, attorney or
fiduciary, indicate the capacity
in which you are signing.
PLEASE MARK, DATE AND SIGN YOUR NAME AS IT APPEARS ON THIS CARD
AND RETURN IN THE ENCLOSED ENVELOPE.
