<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 240.14a-11(c) or 240.14a-12
BERTUCCI'S, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on 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:
------------------------------------------------------------------------
/ / 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>
BERTUCCI'S, INC.
Notice of the 1997 Annual Meeting of Stockholders
May 13, 1997
To the Stockholders:
The 1997 Annual Meeting of the Stockholders of BERTUCCI'S, INC. will be
held on Tuesday, May 13, 1997, at 10:00 a.m. at Sal and Vinnie's Sicilian
Steakhouse located at 776 Providence Highway, Norwood, Massachusetts, for the
following purposes:
1. To elect Robert L. Lestina, Jr., and James Westra as Directors,
each to serve for a term of three years as is more fully described
in the attached Proxy Statement.
2. To consider and act upon a proposal to adopt the Company's 1997
Stock Option Plan pursuant to which the number of shares reserved
for issuance under such plan will be 250,000 shares of Common
Stock.
3. To consider and act upon a proposal to amend the Company's 1993
Stock Option Plan for Non-Employee Directors pursuant to which the
number of shares reserved for issuance under such plan will be
increased from 75,000 shares of Common Stock to 155,000 shares of
Common Stock.
4. To consider and act upon a proposal to amend and restate the
Company's 1992 Stock Purchase Plan pursuant to which (i) the
number of shares reserved for issuance under such plan will be
increased from 100,000 shares of Common Stock to 200,000 shares of
Common Stock and (ii) the term of said Plan will be extended
indefinitely.
5. To consider and act upon any other business which may properly
come before the meeting.
The Board of Directors has fixed the close of business on March 21, 1997,
as the record date for the meeting. All stockholders of record on that date are
entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED,
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
By order of the Board of Directors
JAMES WESTRA, Clerk
Wakefield, Massachusetts
April 16, 1997
<PAGE>
BERTUCCI'S, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Bertucci's, Inc. (the "Corporation"), for
use at the 1997 Annual Meeting of Stockholders to be held on Tuesday, May 13,
1997, at the time and place set forth in the notice of the meeting, and at any
adjournments thereof. The approximate date on which this Proxy Statement and
form of proxy are first being sent to stockholders is on or about April 16,
1997.
If the enclosed proxy is properly executed and returned, it will be voted
in the manner directed by the stockholders. If no instructions are specified
with respect to any particular matter to be acted upon, proxies will be voted in
favor thereof. Any person giving the enclosed form of proxy has the power to
revoke it by voting in person at the meeting, or by giving written notice of
revocation to the Clerk of the Corporation at any time before the proxy is
exercised.
The holders of a majority in interest of all Common Stock issued,
outstanding, and entitled to vote are required to be present in person, or be
represented by proxy at the Meeting in order to constitute a quorum for the
transaction of business. The election of the nominees for Director will be
decided by plurality vote. The affirmative vote of the holders of at least a
majority of the shares of Common Stock voting in person or by proxy at the
meeting are required to approve all other matters listed in the notice of
meeting.
The Corporation will bear the cost of the solicitation. It is expected
that the solicitation will be made primarily by mail, but regular employees or
representatives of the Corporation (none of whom will receive any extra
compensation for their activities) may also solicit proxies by telephone,
telegraph, and in person, and arrange for brokerage houses and other custodians,
nominees, and fiduciaries to send proxies and proxy materials to their
principals at the expense of the Corporation.
The Corporation's principal executive offices are located at 14 Audubon
Road, Wakefield, Massachusetts 01880, telephone number (617) 246-6700.
- 2 -
<PAGE>
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on March 21, 1997,
are entitled to notice of and to vote at the meeting. On that date, the
Corporation had, outstanding and entitled to vote, 8,806,650 shares of Common
Stock, par value $.005 per share. Each outstanding share of the Corporation's
Common Stock entitles the record holder to one vote.
ELECTION OF DIRECTORS
Pursuant to the Articles of Organization of the Corporation and
Massachusetts law, the Board of Directors is divided into three classes, with
each class as nearly equal in number as possible. One class is elected each year
for a term of three years. It is proposed that the nominees listed below, whose
terms expire at this meeting, be elected to serve a term of three years and
until their respective successors are duly elected and qualified, or until he
sooner dies, resigns, or is removed. The Corporation presently has a Board of
Directors of five members.
The persons named in the accompanying proxy will vote, unless authority
is withheld, for the election of the nominees named below. In the event that the
nominee(s) should become unavailable for election, which is not anticipated, the
persons named in the accompanying proxy will vote for such substitute nominee(s)
as the Board of Directors may recommend. The nominees are not related to any
Executive Officer of the Corporation or its subsidiaries.
Nominees. Set forth below are the nominees for election as Director and
certain information about them.
<TABLE>
<CAPTION>
Year First
Elected a Position With the Corporation or Principal
Name of Nominee Age Director Occupation During the Past Five Years
- ---------------------- ----------- ------------- ---------------------------------------------------
<S> <C> <C> <C>
Nominated for a term
ending in 2000:
Robert L. Lestina, Jr. 55 1987 Retired since December 1994. Previously, for more
than five years, employed in the Venture Capital
Division of Allstate Insurance Company. Director of
Portage Industries Corporation (a thermoplastic
processor).
James Westra 45 1993 Attorney, shareholder in the law firm of Hutchins,
Wheeler & Dittmar, A Professional Corporation.
</TABLE>
- 3 -
<PAGE>
Other Directors. Set forth below are the Corporation's other directors
and certain information about them.
<TABLE>
<CAPTION>
Year First
Elected a Position With the Corporation or Principal
Name of Director Age Director Occupation During the Past Five Years
- ---------------------- ----------- ------------- ---------------------------------------------------
<S> <C> <C> <C>
Serving a term ending
in 1999:
E. Bulkeley Griswold 58 1990 General Partner of MarketCorp Ventures, Limited
Partnership, the general partner of MarketCorp
Ventures Associates, Limited Partnership, a venture
capital fund, since September 1983. Director of
Scan Optics (which is in the optical character
business) and Investor Preference Fund (a fixed
income mutual fund service). Public Board Member,
New York Mercantile Exchange.
Allan J. Steinmetz 45 1996 Senior Vice President, Director of Marketing of
Arthur D. Little, a worldwide management/technology
consulting firm, since 1993. Member of the United
States Postal Service Marketing Advisory Council.
Former Associate Partner of Marketing of Andersen
Consulting (1991-1993).
Serving a term ending
in 1998:
Joseph Crugnale 46 1984 Chairman of the Board since May 1991. President of
the Corporation since 1984.
</TABLE>
- 4 -
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
During fiscal 1996, there were four meetings of the Board of Directors of
the Corporation. All of the Directors attended at least 75% of the aggregate of
(i) the total number of meetings of the Board of Directors and (ii) the total
number of meetings held by committees of the Board of Directors on which they
served. The Board of Directors did not have a nominating committee or a
compensation committee in fiscal 1996, but appointed a compensation committee on
January 19, 1997, which consists of Joseph Crugnale, E. Bulkeley Griswold and
James Westra.
The Audit Committee of the Board of Directors reviews, with the
Corporation's independent auditors, the scope of the audit for the year, the
results of the audit when completed, and the independent auditors' fees for
services performed. The Audit Committee also recommends independent auditors to
the Board of Directors and reviews, with management, various matters related to
its internal accounting controls. The present members of the Audit Committee are
Robert L. Lestina, Jr., and E. Bulkeley Griswold, both of whom became members of
the Audit Committee in May 1991. The Audit Committee was formed in 1991 in
anticipation of the Corporation's initial public offering. The Audit Committee
met on one occasion in 1996 to review the audit for the Corporation's 1995
fiscal year.
The Corporation also has an Employee Option Committee, whose purpose is
to administer the Corporation's 1987 Amended and Restated Stock Option Plan and
the Corporation's Amended and Restated Time Accelerated Restricted Stock Option
Plan. The members of such Committee are Messrs. Lestina and Griswold. The
Employee Option Committee met on one occasion in 1996.
The Corporation also has a Director Option Committee to administer the
Bertucci's, Inc., 1993 Stock Option Plan for Non-Employee Directors (the "1993
Director Plan"). The members of such Committee are Messrs. Crugnale and Lestina.
The Director Option Committee met on one occasion in 1996.
Each Director is entitled to receive from the Corporation a payment of
$1,000 for each meeting of the Board of Directors that such Director attends,
and is entitled to receive options to purchase 3,000 shares of Common Stock of
the Corporation per year. In addition, the Corporation has agreed to reimburse
the Directors for expenses incurred in connection with attending meetings of the
Board of Directors.
1993 Stock Option Plan for Non-Employee Directors. The 1993 Director
Plan provides for the granting of non-qualified options in such amounts, on such
terms, and to such non-employee directors of the Corporation as the
administrators of the 1993 Director Plan, in accordance with the terms of the
1993 Director Plan, may select. A total of 75,000 shares of Common Stock are
reserved for issuance pursuant to the 1993 Director Plan. On May 12, 1993,
options to purchase 4,500 shares of the Corporation's Common Stock were granted
to Mr. Griswold at an exercise price of $15.75 per share. On August 19, 1993,
options to purchase 4,500 shares of the Corporation's Common Stock were granted
to Mr. Westra at an exercise price of $21.25 per share. On May 10, 1994, options
to purchase 4,500 shares of the Corporation's Common Stock were granted to each
of Messrs. Griswold and Westra, each at an exercise price of $16.50 per share.
On May 13, 1996, options to purchase 3,000 shares of the Corporation's Common
Stock were granted to each of Messrs. Griswold, Westra, Lestina, and Steinmetz,
each at an exercise price of $6.6875 per share.
- 5 -
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL HOLDERS OF
VOTING SECURITIES, DIRECTORS, AND OFFICERS
The following information is furnished as of March 21, 1997, with respect
to Common Stock of the Corporation beneficially owned, within the meaning of
Rule 13d-3, by any person who is known by the Corporation to be the beneficial
owner of more than five percent of any class of voting securities of the
Corporation, all Directors of the Corporation and nominees, each Named Executive
Officer and by all Directors and executive officers of the Corporation as a
group. Unless otherwise indicated, the named individuals held sole voting and
investment power over the shares listed below.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner
and Name of Director or Amount and Nature of Percent
Executive Officer Title of Class Beneficial Ownership of Class
- -------------------------------------------- -------------- --------------------- -----------
<S> <C> <C> <C>
Joseph Crugnale Common Stock 2,177,710(1) 24.7%
567 Concord Avenue
Belmont, MA 02178
E. Bulkeley Griswold Common Stock 19,000(2) *
Robert L. Lestina, Jr. Common Stock 6,000(3) *
James Westra Common Stock 16,499(4) *
Allan J. Steinmetz Common Stock 3,000(5) *
Theodore R. Barber Common Stock 7,400(6) *
Norman S. Mallett Common Stock 78,000(7) *
All Directors and officers as a group (10 Common Stock 2,449,120(8) 27.2%
persons)
</TABLE>
- ------------------------
* Less than 1.0%
(1) Of such shares, 2,938 shares are held in trusts for the benefit of Mr.
Crugnale's minor children.
(2) Of such shares, 12,000 are purchasable by Mr. Griswold under options
presently exercisable or exercisable within 60 days of March 21, 1997, and
7,000 are held by Mr Griswold's 401(k) plan.
(3) Of such shares, 3,000 are purchasable by Mr. Lestina under options presently
exercisable or exercisable within 60 days of March 21, 1997. In addition,
Mr. Lestina holds 3,000 of such shares jointly with his wife.
(4) Of such shares, 2,600 shares are held in the Hutchins, Wheeler & Dittmar
Profit Sharing Trust, in which Mr. Westra has a beneficial interest, 12,000
are purchasable by Mr. Westra under options presently exercisable or
exercisable within 60 days of March 21, 1997, and 1,899 shares are held by
Mr. Westra's wife. Mr. Westra disclaims beneficial ownership of the shares
held by his wife.
(5) All of these shares are purchasable under options presently exercisable or
exercisable within 60 days of March 21, 1997.
(6) Of such shares, 6,400 are purchasable under options presently exercisable or
exercisable within 60 days of March 21, 1997.
(7) Of such shares, 25,000 shares are purchasable by Mr. Mallett under options
presently exercisable.
(8) Included in this figure are 188,250 shares purchasable by certain officers
and Directors under options presently exercisable or exercisable within 60
days of March 21, 1997.
- 6 -
<PAGE>
BOARD OF DIRECTORS
REPORT ON EXECUTIVE COMPENSATION
The Corporation's executive compensation is supervised by the Board of
Directors. Compensation paid to the Corporation's executive officers is intended
to reflect the responsibility associated with each executive's position, the
past performance of the specific executive, the goals of management, and the
profitability of the Corporation.
Executive compensation is designed to be competitive within the
restaurant industry and other companies of comparable size and in order to
attract and retain talented and motivated individuals in key positions.
Compensation in any particular case may vary from any industry average on the
basis of annual and long-term Corporation performance, as well as individual
performance. The Board of Directors will exercise its discretion to set
compensation where, in its judgment, external or individual circumstances
warrant it. The compensation of Mr. Crugnale, the Chief Executive Officer,
consists of a base salary pursuant to his employment agreement with the Company
and a bonus payable at the discretion of the Board of Directors. Although Mr.
Crugnale's bonus compensation is not directly tied to any particular measurement
of the financial performance of the Corporation during the Corporation's fiscal
year, the Board of Directors does exercise discretion in assessing the
Corporation's performance and adjusting the compensation of the Chief Executive
Officer accordingly.
The Corporation utilizes a compensation system comprised of base
salaries, quarterly bonuses, and stock option awards.
The Board of Directors reviews executive officer compensation annually.
Executive officers are eligible to receive quarterly cash bonuses upon
achievement of predetermined performance targets.
The Employee Option Committee may award stock options under the
Corporation's Amended and Restated Time Accelerated Restricted Stock Option Plan
and the Corporation's Amended and Restated 1987 Stock Option Plan to executive
officers of the Corporation. Stock options under each of these plans are
designed to provide incentive to the Corporation's employees to increase the
market value of the Corporation's stock, thus linking corporate performance and
stockholder value to executive compensation.
Amended and Restated Time Accelerated Restricted Stock Option Plan. The
Corporation's Amended and Restated Time Accelerated Restricted Stock Option
Plan, which amended and restated, in its entirety, the Time Accelerated
Restricted Stock Option Plan adopted by the Board of Directors and the
stockholders of the Corporation in 1989 (as so amended and restated, the
"TARSOP"), enables the Employee Option Committee (the "Committee") to grant
options to members of senior management of the Corporation and its subsidiaries.
As of March 21, 1997, options to purchase an aggregate of 43,000 shares of
Common Stock were outstanding under the TARSOP.
The TARSOP is administered by the Employee Option Committee, which took
into account the position and responsibilities of the optionee being considered,
the nature and
- 7 -
<PAGE>
value to the Corporation or its subsidiary of his or her service and
accomplishments, his or her present and potential contributions to the success
of the Corporation or its subsidiary, and such other factors as the Committee
deemed relevant in determining who would be eligible under the TARSOP. The
TARSOP provides for options to purchase up to an aggregate of 150,000 shares of
Common Stock, and options to purchase all of such shares of Common Stock, at a
price of $1.33 per share, have been granted outstanding under the TARSOP.
The option price of $1.33 per share was the fair market value of the
shares, as determined in good faith by the Committee on May 1, 1989, the date of
grant of the options.
Options granted under the TARSOP expire ten years and six months from the
date of grant, subject to earlier termination if the optionee leaves the
Corporation's employ or service, whether voluntarily, or by virtue of his or her
death or disability. The TARSOP will terminate on December 8, 2000, unless
sooner terminated by the Board of Directors of the Corporation.
Amended and Restated 1987 Stock Option Plan. The 1987 Plan provides for
the granting of "incentive stock options," as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and non-qualified stock
options, each in such amounts, on such terms, and to such officers and other key
employees of the Corporation as the administrators of the 1987 Plan, in
accordance with the terms of the 1987 Plan, may select. In addition, the
administrators of the 1987 Plan may grant stock appreciation rights ("SARs"),
which may be part of an option's grant or at any time thereafter, to
participants of the 1987 Plan. The 1987 Plan is administered by the Employee
Option Committee, subject to the supervision and control of the entire Board. A
total of 775,000 shares of Common Stock are currently reserved for issuance
pursuant to the 1987 Plan. As of March 21, 1997, options to purchase an
aggregate of 78,000 shares of Common Stock have been granted to two executive
officers of the Corporation, none of whom are directors of the Corporation, at
an exercise price of $1.17 per share. As of March 21, 1997, options to purchase
an aggregate of 90,000 shares of Common Stock have been granted to two executive
employees of the Corporation, none of whom are directors of the Corporation, at
an exercise price of $6.80 per share. As of March 21, 1997, options to purchase
63,000 shares of Common Stock have been granted to five executive officers of
the Corporation, none of whom are directors of the Corporation, at an exercise
price of $4.875 per share. These options vest 25% per year, commencing on the
second anniversary of the grant date and ending on the fifth anniversary of the
grant date, and are intended to be "incentive stock options," as defined in
Section 422 of the Code. A SAR permits the holder to surrender any option or
portion thereof which is then exercisable and receive, in exchange therefor,
shares of Common Stock, cash, or a combination thereof. Such stock, cash, or
combination will have an aggregate value equal to the fair market value of one
share of Common Stock minus the purchase price specified in the option
multiplied by the number of shares of Common Stock covered by the option or
portion thereof which is surrendered. To date, no SARs have been granted under
the 1987 Plan.
The 1987 Plan will terminate on June 17, 1997, but the Board of Directors
may, at any time, terminate, modify, or amend the 1987 Plan; provided, however,
that the Board of Directors may not, without the approval of the Stockholders of
the Corporation, increase the maximum number of shares for which options may be
granted, change the designation of the
- 8 -
<PAGE>
class of persons eligible to receive options under the 1987 Plan, or make any
other change in the 1987 Plan which requires stockholder approval under
applicable law or regulations.
BOARD OF DIRECTORS
Joseph Crugnale
E. Bulkeley Griswold
Robert L. Lestina, Jr.
Allan J. Steinmetz
James Westra
- 9 -
<PAGE>
Comparison of Five Year-Cumulative Total Returns
Performance Graph for
BERTUCCI'S, INC.
PREPARED BY THE CENTER FOR RESEARCH IN SECURITY PRICES
Produced on 04/04/97 including data to 12/27/96
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CRSP TOTAL RETURNS INDEX FOR:
<S> <C> <C>
Nasdaq Stock Market
BERTUCCI'S INC. (US Companies)
12/24/91 100 100
12/27/91 104.622 102.961
01/28/92 104.202 113.161
02/28/92 92.437 115.481
03/27/92 94.538 110.29
04/28/92 85.714 101.86
05/28/92 81.933 105.739
06/26/92 76.891 99.54
07/28/92 86.975 104.479
08/28/92 79.412 102.975
09/28/92 81.933 105.278
10/28/92 80.042 110.188
11/27/92 89.496 119.168
12/28/92 95.798 122.232
01/28/93 113.445 127.396
02/26/93 90.756 122.928
03/26/93 78.151 124.779
04/28/93 78.151 120.461
05/28/93 105.882 128.321
06/28/93 97.059 128.779
07/28/93 93.277 129.251
08/27/93 108.403 134
09/28/93 126.05 139.523
10/28/93 107.143 141.929
11/26/93 107.143 138.544
12/28/93 118.487 140.146
01/28/94 90.126 146.092
02/28/94 80.672 145.478
03/28/94 84.454 141.835
04/28/94 75.63 134.366
05/27/94 80.672 134.697
06/28/94 71.849 129.346
07/28/94 46.639 130.941
08/26/94 56.092 140.772
09/28/94 55.462 140.11
10/28/94 71.849 143.399
11/28/94 63.025 138.084
12/28/94 55.462 137.561
01/27/95 46.008 140.789
02/28/95 45.378 147.505
03/28/95 41.281 153.577
04/28/95 42.857 156.658
05/26/95 35.294 162.099
06/28/95 36.555 171.253
07/28/95 32.773 187.246
08/28/95 35.924 187.905
09/28/95 35.294 195.41
10/27/95 30.252 191.526
11/28/95 26.471 196.378
12/28/95 24.895 195.155
01/26/96 24.58 194.539
02/28/96 24.58 206.968
03/28/96 23.634 204.855
04/26/96 34.664 222.57
05/28/96 32.773 232.244
06/28/96 27.101 223.056
07/26/96 23.95 203.013
08/28/96 22.689 216.883
09/27/96 23.95 231.692
10/28/96 23.95 227.245
11/27/96 26.471 241.591
12/27/96 26.471 242.629
Notes:
A. The lines represent monthly index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end,
is not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/24/91.
<CAPTION>
<S> <C>
NASDAQ Stocks
(SIC 5800-5899 US Companies)
Eating and drinking places
12/24/91 100
12/27/91 102.805
01/28/92 115.933
02/28/92 126.977
03/27/92 128.446
04/28/92 110.375
05/28/92 110.619
06/26/92 106.146
07/28/92 114.502
08/28/92 117.831
09/28/92 128.429
10/28/92 132.942
11/27/92 150.036
12/28/92 145.165
01/28/93 146.879
02/26/93 139.602
03/26/93 139.935
04/28/93 135.502
05/28/93 155.285
06/28/93 140.188
07/28/93 137.299
08/27/93 139.186
09/28/93 147.684
10/28/93 146.746
11/26/93 142.946
12/28/93 150.813
01/28/94 152.441
02/28/94 151.891
03/28/94 149.225
04/28/94 139.187
05/27/94 131.607
06/28/94 123.447
07/28/94 123.962
08/26/94 132.667
09/28/94 129.23
10/28/94 127.226
11/28/94 112.947
12/28/94 108.326
01/27/95 114.85
02/28/95 119.364
03/28/95 119.059
04/28/95 121.524
05/26/95 130.327
06/28/95 130.261
07/28/95 140.172
08/28/95 142.312
09/28/95 141.202
10/27/95 133.539
11/28/95 137.719
12/28/95 133.616
01/26/96 128.591
02/28/96 136.67
03/28/96 146.273
04/26/96 154.3
05/28/96 152.873
06/28/96 154.689
07/26/96 134.949
08/28/96 144.65
09/27/96 141.513
10/28/96 129.694
11/27/96 136.81
12/27/96 130.399
Notes:
A. The lines represent monthly index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end,
is not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/24/91.
</TABLE>
- 10 -
<PAGE>
BOARD OF DIRECTORS INTERLOCKS
AND INSIDER PARTICIPATION
Messrs. Crugnale, Griswold, Lestina, and Westra served as members of the
Board of Directors during all of fiscal 1996 and participated in Board of
Directors' deliberations on executive compensation. Mr. Steinmetz was elected to
the Board of Directors on May 14, 1996, and served as a Director for the
remainder of fiscal 1996. Mr. Crugnale served as President and Chairman of the
Board of the Corporation during fiscal 1996. Mr. Westra served as Clerk of the
Corporation during fiscal 1996, but was not an employee of the Corporation or
any of its subsidiaries during fiscal 1996. Neither Mr. Griswold nor Mr. Lestina
was an officer or employee of the Corporation or any of its subsidiaries during
fiscal 1996.
- 11 -
<PAGE>
EXECUTIVE OFFICERS OF THE CORPORATION
Information required by Item 7(b) of Schedule 14A with respect to
executive officers of the Corporation is set forth below. The executive officers
of the Corporation are elected annually by the Board of Directors and hold
office until their successors are elected and qualified, or until their earlier
removal or resignation.
JOSEPH CRUGNALE, 46, has been the President of the Corporation since its
founding in 1984. Mr. Crugnale is the former owner of Steve's Ice Cream, which,
at the time he acquired it in 1977, was a one-store ice cream shop and which,
when Mr. Crugnale sold it in 1983, had grown to a 26-store operation.
THEODORE R. BARBER, 44, has been the Senior Vice President and Chief
Operating Officer of the Corporation since January 1996. Mr. Barber began his
employment with the Corporation in May 1994 as Vice President--Purchasing and
Contract Administration. Previously, Mr. Barber had been the President and Chief
Consultant for Theodore Barber & Co., a food facility consulting company, since
1992. Between 1990 and 1992, Mr. Barber was the Chief Consultant and Project
Manager of Euro Disneyland in Paris, France.
ANTHONY BALLETTA, 42, has been the Vice President--Operations of the
Corporation since August 1995 and has served in different management capacities
with the Corporation since 1991. Prior to joining the Corporation in 1991, Mr.
Balletta had over 15 years of restaurant experience.
EDWARD BUICE, 51, joined the Corporation as Vice President and General
Counsel on March 20, 1995. Prior to joining the Corporation, Mr. Buice had been
in private practice in Massachusetts since 1993. Mr. Buice served as Vice
President, Secretary, and General Counsel of Uno Restaurant Corporation from
1989 to 1993. Mr. Buice was an in-house attorney for Church's Fried Chicken,
Inc., from 1986 to 1987, and served as its Vice President and Corporate Counsel
from 1987 to 1989.
NORMAN S. MALLETT, 51, has been the Vice President-Finance, the
Treasurer, and the Chief Financial Officer of the Corporation since 1991 and
served as the Director of Finance of the Corporation from 1987 to 1991. Prior to
joining the Corporation, Mr. Mallett had been employed for fifteen years by
Shoney's South, Inc., a company in the restaurant business operating throughout
the southeastern United States.
JOSEPH TRIPODI, 45, has been Vice President-Real Estate Development of
the Corporation since 1991. Mr. Tripodi served as the Corporation's General
Manager from 1984 to 1991.
- 12 -
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by, or
paid to the Corporation's Chief Executive Officer and each of the Corporation's
executive officers (other than the Chief Executive Officer) whose total annual
salary and bonus exceeded $100,000 for all services rendered in all capacities
to the Corporation and its subsidiaries for the Corporation's three fiscal years
ended December 28, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation ---------------
Name and ------------------------------------ Options
Principal Position Year Salary(1) Bonus(1) Granted
- ----------------------- ----------- ---------- ----------- ---------------
<S> <C> <C> <C> <C>
Joseph Crugnale, 1996 $220,388.70 N/A N/A
President 1995 $220,388.70 N/A N/A
1994 $216,897.00 $ 4,570 N/A
Norman S. Mallett, 1996 $109,491.20 N/A N/A
Vice President-Finance 1995 $109,491.20 N/A 10,000
1994 $99,791.00 $ 4,570 N/A
Theodore R. Barber, 1996 $126,683.77 N/A N/A
Senior Vice President 1995 $91,200.51 N/A N/A
and 1994 $49,038.60 N/A N/A
Chief Operating Officer
</TABLE>
- ------------------------
(1) Salary and bonus amounts are presented in the year earned, however, the
payment of such amounts may have occurred in other years.
- 13 -
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
There were no option grants in fiscal 1996 to the named Executive
Officers.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND 12/28/96 OPTION VALUES
The following table provides information on the value of the named
executive officer's unexercised options as of December 28, 1996.
<TABLE>
<CAPTION>
Number of Unexercised Value of in-the-Money
Shares Options at 12/28/96 Options at 12/28/96(1)
Acquired Value ------------------------------ --------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ----------------- ------------- ------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph Crugnale,
President 0 $ 0 0 0 0 0
Norman S. Mallett,
Vice-President--
Finance 0 $ 0 25,000 7,500 ($33,937.50) $2,812.50
Theodore R. Barber,
Senior Vice President
and Chief Operating
Officer 0 $ 0 6,400 9,600 $2,400.00 $3,600.00
</TABLE>
- ------------------------
(1) Value of unexercised stock options represents the difference between the
exercise prices of the stock options and the closing price of the
Corporation's Common Stock on NASDAQ National Market System on December 28,
1996.
- 14 -
<PAGE>
APPROVAL OF AMENDMENT OF THE BERTUCCI'S, INC.
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
There will be presented at the meeting a proposal to amend the
Bertucci's, Inc. 1993 Stock Option Plan for Non-Employee Directors (the "1993
Non-Employee Plan"), which was adopted by the Corporation's Board of Directors
on April 15, 1997, to provide for an increase in the aggregate number of shares
that may be issued under the 1993 Non-Employee Plan from 75,000 shares of Common
Stock to 155,000 shares of Common Stock. The Board of Directors recommends that
the stockholders approve the amendment of the 1993 Non-Employee Plan. The
affirmative vote of the holders of at least a majority of the Corporation's
Common Stock voting in person or by proxy at the meeting will be required for
such approval. Set forth below is a summary of the principal provisions of the
1993 Non-Employee Plan. A copy of the entire 1993 Non-Employee Plan is available
from the Clerk of the Corporation upon request.
Purpose. The 1993 Non-Employee Plan is intended to attract and retain
the services of experienced and knowledgeable independent Directors who are not
employees of the Corporation for the benefit of the Corporation and its
stockholders and to provide additional incentive for them to continue to work
for the best interests of the Corporation and its stockholders through
continuing ownership of its Common Stock. The 1993 Non-Employee Plan provides
for the grant of non-qualified options not intended to meet the requirements of
Section 422 of the Code for the purchase of an aggregate of 75,000 shares of the
Corporation's Common Stock by the current non-employee Directors of the
Corporation and by any other persons who are duly elected as non-employee
Directors of the Corporation within the five-year period commencing on the date
of adoption of the 1993 Non-Employee Plan.
Terms of Options. The exercise price for options granted under the 1993
Non-Employee Plan shall be the mean between the high and low sales prices of the
Corporation's Common Stock on the Nasdaq National Market System as reported in
the Wall Street Journal on the date of the grant for the immediately preceding
business day, provided that if the Common Stock is not then listed on the Nasdaq
National Market System, the exercise price shall be the fair market value as
determined by the Board of Directors.
Options granted under the 1993 Non-Employee Plan shall not be exercisable
prior to the first anniversary of the date of grant. In the event of a sale of
all or substantially all of the stock or assets of the Corporation, such options
shall vest and become immediately exercisable in full immediately prior to
consummation of such transaction. No option shall be exercisable after ten years
from the date on which it was granted.
Options granted under the 1993 Non-Employee Plan are not assignable or
transferable by the optionee other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order. The exercise
price of options granted thereunder must be paid in full upon exercise. Payment
may be made in cash or shares of the Common Stock of the Corporation already
owned for a period of six months by the person exercising such option, or in
some combination thereof.
- 15 -
<PAGE>
In the event of the death of an optionee, the option granted to such
optionee under the 1993 Non-Employee Plan may be exercised, to the extent the
optionee was entitled to do so on the date of his death, by the estate of such
optionee or any person or persons who acquired the right to exercise such option
by bequest or inheritance or otherwise by reason of the death of such optionee.
The option may be exercised at any time prior to the date on which the option
expires by its terms.
In the event that an optionee ceases to be a Director of the Corporation
other than by virtue of his death, the option granted to such optionee may be
exercised by him only to the extent that the right to exercise his option has
accrued and is in effect. Such option may be exercised at any time prior to the
date on which the option expires by its terms. Notwithstanding the foregoing, if
termination as a Director was made by the Corporation for cause, the option
covered under the 1993 Non-Employee Plan shall terminate immediately at the time
the optionee ceases to be a Director of the Corporation.
The 1993 Non-Employee Plan provides that the number of shares issuable
thereunder shall be adjusted to prevent dilution in the event of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares or stock dividend.
The 1993 Non-Employee Plan will terminate ten years from the date upon
which it is approved by the stockholders, but the Board of Directors may at any
time terminate, modify, or amend the Plan; provided, however, that no
modification or amendment to the provisions of the 1993 Non-Employee Plan may be
made more than once every six months other than to comply with changes in the
Code, the Employee Retirement Income Security Act, or the rules thereunder, if
the effect of such amendment or modification would be to materially modify (i)
the requirements for eligibility under the 1993 Non-Employee Plan, (ii) the
timing of the grants of options to be granted under the 1993 Non-Employee Plan,
or (iii) the number of Shares subject to options to be granted under the 1993
Non-Employee Plan. Any amendment to the provisions of the 1993 Non-Employee Plan
which (i) materially increases the number of shares which may be subject to
options granted under the 1993 Non-Employee Plan, (ii) materially increases the
benefits accruing to Participants under the 1993 Non-Employee Plan, or (iii)
materially modifies the requirement for eligibility to participate in the 1993
Non-Employee Plan, shall be subject to approval by the Corporation's
stockholders. Termination, modification, or amendment of the 1993 Non-Employee
Plan shall not, without the consent of an optionee, affect his rights under an
option previously granted to him.
The high and low sales prices of the Corporation's Common Stock on the
Nasdaq National Market on March 21, 1997 were $5 3/4 and $5 1/2, respectively.
APPROVAL OF THE BERTUCCI'S, INC.
1997 STOCK OPTION PLAN
There will be presented at the meeting a proposal to approve the
Corporation's 1997 Stock Option Plan (the "1997 Plan"), which amendment was
adopted by the Corporation's Board of Directors on April 15, 1997 to provide
that the number of shares that may be issued under the 1997 Plan is 250,000. The
Board of Directors recommends that the stockholders approve the amendment of the
1997 Plan. The affirmative vote of the holders of at least a
- 16 -
<PAGE>
majority of the Corporation's Common Stock voting in person or by proxy at the
meeting will be required for such approval. Set forth below is a summary of the
principal provisions of the 1997 Plan. A copy of the entire 1997 Plan is
available from the Clerk of the Corporation upon request.
Purpose. The 1997 Plan is intended to attract and retain the services of
experienced and knowledgeable employees of the Corporation for the benefit of
the Corporation and its stockholders and to provide additional incentive for
them to continue to work for the best interests of the Corporation and its
stockholders through continuing ownership of its Common Stock. The 1997 Plan
provides for the grant of incentive options and non-qualified options not
intended to meet the requirements of Section 422 of the Code for the purchase of
an aggregate of 250,000 shares of the Corporation's Common Stock by the
employees of the Corporation.
Terms of Options. The exercise price for options granted under the 1997
Plan shall be the mean between the high and low sales prices of the
Corporation's Common Stock on the Nasdaq National Market System as reported in
the Wall Street Journal on the date of the grant for the immediately preceding
business day, provided that if the Common Stock is not then listed on the Nasdaq
National Market System, the exercise price shall be the fair market value as
determined by the Board of Directors.
Options granted under the 1997 Plan shall not be exercisable prior to the
first anniversary of the date of grant and shall become exercisable as is set
forth in option agreements executed pursuant to the 1997 Plan. In the event of a
sale of all, or substantially all, of the stock or assets of the Corporation,
such options shall vest and become immediately exercisable in full immediately
prior to consummation of such transaction. No option shall be exercisable after
ten years from the date on which it was granted.
Options granted under the 1997 Plan are not assignable or transferable by
the optionee other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order. The exercise price of options
granted thereunder must be paid in full upon exercise. Payment may be made in
cash or shares of the Common Stock of the Corporation already owned for a period
of six months by the person exercising such option, or in some combination
thereof.
In the event of the death of an optionee, the option granted to such
optionee under the 1997 Plan may be exercised, to the extent the optionee was
entitled to do so on the date of his death, by the estate of such optionee or
any person or persons who acquired the right to exercise such option by bequest
or inheritance or otherwise by reason of the death of such optionee. The option
may be exercised at any time prior to the date on which the option expires by
its terms.
In the event that an optionee ceases to be an employee of the Corporation
other than by virtue of his death, the option granted to such optionee may be
exercised by him only to the extent that the right to exercise his option has
accrued and is in effect. Such option, to the extent exercisable, may be
exercised at any time prior to the date on which the option expires by its
terms. Notwithstanding the foregoing, if termination as an employee was made
- 17 -
<PAGE>
by the Corporation for cause, the option covered under the 1997 Plan shall
terminate immediately at the time the optionee ceases to be an employee of the
Corporation.
The 1997 Plan provides that the number of shares issuable thereunder
shall be adjusted to prevent dilution in the event of any reorganization,
merger, consolidation, recapitalization, reclassification, stock split-up,
combination of shares or stock dividend.
The 1997 Plan will terminate on April 15, 2007, but the Board of
Directors may at any time terminate, modify, or amend the Plan; provided,
however, that no modification or amendment to the provisions of the 1997 Plan
may be made more than once every six months other than to comply with changes in
the Code, the Employee Retirement Income Security Act, or the rules thereunder,
if the effect of such amendment or modification would be to materially modify
(i) the requirements for eligibility under the 1997 Plan, (ii) the timing of the
grants of options to be granted under the 1997 Plan, or (iii) the number of
Shares subject to options to be granted under the 1997 Plan. Any amendment to
the provisions of the 1997 Plan which (i) materially increases the number of
shares which may be subject to options granted under the 1997 Plan, (ii)
materially increases the benefits accruing to Participants under the 1997 Plan,
or (iii) materially modifies the requirement for eligibility to participate in
the 1997 Plan, shall be subject to approval by the Corporation's stockholders.
Termination, modification, or amendment of the 1997 Plan shall not, without the
consent of an optionee, affect his rights under an option previously granted to
him.
APPROVAL OF AMENDMENT TO AND RESTATEMENT OF THE
BERTUCCI'S, INC. 1992 STOCK PURCHASE PLAN
There will be presented at the meeting a proposal to amend the
Bertucci's, Inc. 1992 Stock Purchase Plan (the "Purchase Plan"), which amendment
was adopted by the Corporation's Board of Directors on April 15, 1997, (i) to
provide for an increase in the aggregate number of shares in the Purchase Plan
from 100,000 shares of Common Stock to 200,000 shares of Common Stock and (ii)
to extend the term of said Plan indefinitely. The Board of Directors recommends
that the stockholders approve the amendment to and restatement of to the
Purchase Plan. The affirmative vote of the holders of at least a majority of the
Corporation's Common Stock voting in person or by proxy at the meeting will be
required for such approval. Set forth below is a summary of the principal
provisions of the Purchase Plan. A copy of the entire Purchase Plan is available
from the Clerk of the Corporation upon request.
Eligibility
All persons employed by the Corporation or one of its subsidiaries for at
least six (6) months are eligible to participate in the Purchase Plan, except
(i) persons whose customary employment is less than 20 hours per week or five
(5) months or less per year; (ii) persons who have been employed by the
Corporation for less than six (6) months on the first day of the applicable
purchase period, with the exception of persons previously eligible; and (iii)
persons who are both officers of the Corporation and highly compensated
employees within the meaning of Section 414(q) of the Code. Persons who are
deemed for purposes of Section 423(b)(3) of the Code to own stock possessing
five percent (5%) or more of the total
- 18 -
<PAGE>
combined voting power or value of all classes of stock of the Corporation or a
subsidiary are ineligible to participate in the Purchase Plan.
Administration
The Purchase Plan is administered by the Employee Stock Purchase Plan
Committee of the Board of Directors consisting of not less than two (2) members
appointed from time to time by the Board of Directors. Committee members are
ineligible to participate under the Purchase Plan. The present members of such
Committee are Robert L. Lestina, Jr. and Joseph Crugnale.
Amendment of the Plan
Under its current terms, the Purchase Plan shall continue in effect
through the Corporation's 1997 fiscal year; the Board of Directors recommends
that the stockholders approve the extension of the Plan indefinitely, subject to
the right of the Board of Directors to sooner terminate the Purchase Plan at any
time. In the event of the expiration of the Purchase Plan or its termination,
all options then outstanding under the Purchase Plan shall automatically be
canceled and the entire amount credited to the account of each participant in
the Purchase Plan shall be refunded to each such participant. In addition, the
Board of Directors may amend the Purchase Plan at any time without the consent
of the participants therein, but no such amendment shall adversely affect
options previously granted and no such amendment may, without the approval of
the stockholders, increase the total number of shares of Common Stock which may
be purchased by all participants, change the class of participants eligible to
receive options under the Purchase Plan, decrease the purchase price, extend a
Purchase Period thereunder, or extend the term of the Purchase Plan.
Operation of the Plan
There shall be two "Purchase Periods" within each calendar year, the
first commencing on January lst of each calendar year and ending on June 30th of
such calendar year, and the second commencing on July lst of such calendar year
and continuing through December 31st of such calendar year. Eligible employees
may elect to become participants in the Purchase Plan for a Purchase Period by
completing a stock purchase agreement prior to the first day of the Purchase
Period for which the election is made pursuant to which agreement, the
participating employee authorizes regular payroll deductions of between 2% and
8% basic compensation amounting to such full percentage of the participant's
basic compensation as the participant shall designate.
The purchase price of shares of the Corporation's stock under the
Purchase Plan is 85% of the average trading price for a share of Common Stock
over the period from the business day immediately following the first day of the
Purchase Period through the business day immediately preceding the relevant
exercise date. Notwithstanding the foregoing sentence, the purchase price shall
not be lower than the lesser of (i) 85% of the fair market value of a share of
Common Stock for the business day immediately preceding the first day of the
relevant Purchase Period, or (ii) 85% of such value for the business day
immediately preceding the last day of the applicable Purchase Period. The number
of shares which a participant may purchase under the option is the quotient of
the aggregate payroll deductions
- 19 -
<PAGE>
in the Purchase Period authorized by the participant, divided by the purchase
price, not to exceed 625 shares in any Purchase Period.
All sums deducted from the basic compensation of participants will be
credited to a stock purchase account established for each participant on the
books of the Corporation, but prior to use of such funds for the purchase of
shares of Common Stock in accordance with the Purchase Plan, the Corporation may
use such funds for any valid corporate purpose.
Termination of Participation
A participant has the right to cancel his or her participation in the
Purchase Plan for a Purchase Period by delivering a notice of cancellation to
the Corporation not later than ten (10) days before the exercise date for such
Purchase Period. In the event of such cancellation, the participant will receive
in cash the amount credited to his or her account. Any participant who so
withdraws from the Purchase Plan may not be a participant during the next
Purchase Period, but may participate during Purchase Periods thereafter.
Upon the participant's termination of employment other than by virtue of
death, his or her participation in the Purchase Plan shall cease and the entire
balance credited to his or her account under the Purchase Plan shall be
automatically refunded to him or her. Upon the death of a participant, his or
her beneficiary shall have the right to either withdraw from the plan and
receive the cash credited to such participant's account, or to remain in the
Plan and receive at the end of the applicable period the number of shares which
the decedent's accumulated payroll deductions will purchase at the applicable
purchase price. In the event a participant is absent from work for a period due
to such participant's temporary layoff or authorized leave of absence, such
participant shall have the same rights as the beneficiary of a deceased
participant, and in addition may elect to remain in the Purchase Plan to
authorize deductions during his or her absence from work from payments by the
Corporation to the participant during such absence, provided that the
participant pays to the Corporation any deficit in such amounts deducted, and to
exercise his or her option on the applicable exercise date.
Tax Consequences of Purchase Plan Participation
Under the Code, an employee incurs no tax liability on the grant of an
option to purchase shares under the Purchase Plan.
TAX EFFECTS OF STOCK OPTION PLAN PARTICIPATION
Options granted under the 1997 Plan are intended to be either incentive
stock options, as defined in Section 422 of the Code, or nonqualified stock
options. Options granted under the 1993 Non-Employee Plan are nonqualified stock
options.
Incentive Stock Options. Except as provided below with respect to the
alternative minimum tax, the optionee will not recognize taxable income upon the
grant or exercise of an incentive stock option. If the optionee holds the shares
received pursuant to the exercise of the option for at least one year after the
date of exercise and for at least two years after the option is granted, the
optionee will recognize long-term capital gain or loss upon the
- 20 -
<PAGE>
disposition of the stock measured by the difference between the option exercise
price (the stock's basis) and the amount received for such shares upon
disposition.
In the event that the optionee disposes of the stock prior to the
expiration of the required holding periods (a "disqualifying disposition"), the
optionee generally will realize ordinary income equal to the difference between
the exercise price and the lower of the fair market value of the stock at the
date of the option exercise or the sale price of the stock. The basis in the
stock acquired upon exercise of the option will equal the amount of income
recognized by the optionee plus the option exercise price. Upon eventual
disposition of the stock, the optionee will recognize long-term or short-term
capital gain or loss, depending on the holding period of the stock and the
difference between the amount realized by the optionee upon disposition of the
stock and the optionee's basis in the stock.
For alternative minimum tax purposes, the excess of the fair market value
of stock on the date of the exercise of the incentive stock option over the
exercise price of the option is included in alternative minimum taxable income
for alternative minimum tax purposes. If the alternative minimum tax applies to
the optionee, an alternative minimum tax credit may reduce the regular tax upon
eventual disposition of the stock.
The Corporation will not be allowed an income tax deduction upon the
grant or exercise of an incentive stock option. Upon a disqualifying disposition
by the optionee of shares acquired upon exercise of the incentive stock option,
the Corporation will be allowed a deduction in an amount equal to the ordinary
income recognized by the optionee.
Under the proposed regulations issued by the Internal Revenue Service,
the exercise of an option with previously acquired stock of the Corporation will
be treated as, in effect, two separate transactions. Pursuant to Section 1036 of
the Code, the first transaction will be a tax-free exchange of the previously
acquired shares for the same number of new shares. The new shares will retain
the basis and, except, as provided below, the holding periods of the previously
acquired shares. The second transaction will be the issuance of additional new
shares having a value equal to the difference between the aggregate fair market
value of all of the new shares being acquired and the aggregate option exercise
price for those shares. Because the exercise of an incentive stock option does
not result in the recognition by the optionee of income, this issuance will also
be tax-free (unless the alternative minimum tax applies, as described above).
The optionee's basis in these additional shares will be zero and the optionee's
holding period for these shares will commence on the date on which the shares
are transferred. For purposes of the one and two-year holding period
requirements which must be met for favorable incentive stock option tax
treatment to apply, the holding periods of previously acquired shares are
disregarded.
Nonqualified Stock Options. As in the case of incentive stock options,
no income is recognized by the optionee on the grant of a nonqualified stock
option. On the exercise by an optionee of a nonqualified option, generally the
excess of the fair market value of the stock when the option is exercised over
its cost to the optionee will be (a) taxable to the optionee as ordinary income
and (b) deductible for income tax purposes by the Corporation. The optionee's
tax basis in his stock will equal his cost for the stock plus the amount of
ordinary income the optionee had to recognize with respect to the nonqualified
stock option.
- 21 -
<PAGE>
The Internal Revenue Service will treat the exercise of a nonqualified
stock option with already owned stock of the Corporation as two transactions.
First, there will be a tax-free exchange of the old shares for a like number of
shares under Section 1036 of the Code, with such exchanged shares retaining the
basis and holding periods of the old shares. Second, there will be an issuance
of additional new shares having a value equal to the difference between the fair
market value of all the new shares being acquired (including the exchanged
shares and the additional new shares) and the aggregate option price for those
shares. The employee will recognize ordinary income under Section 83 of the
Code, in an amount equal to the fair market value of the additional new shares
(i.e., the spread on the option). The additional new shares will have a basis
equal to the fair market value of the additional new shares.
Accordingly, upon a subsequent disposition of stock acquired upon the
exercise of a nonqualified stock option, the optionee will recognize short-term
or long-term capital gain or loss, depending upon the holding period of the
stock equal to the difference between the amount realized upon disposition of
the stock by the optionee and the optionee's basis in the stock.
For all options, different tax rules may apply if the optionee is subject
to Section 16 of the Securities Exchange Act of 1934.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP as independent
auditors to examine the consolidated financial statements of the Corporation and
its subsidiaries for the fiscal year ending December 27, 1997.
The Board of Directors engaged Arthur Andersen LLP, certified public
accountants, as independent auditors to examine the consolidated financial
statements of the Corporation and its subsidiaries for the fiscal year ending
December 28, 1996. A representative of Arthur Andersen LLP is expected to be
present at the meeting and will have the opportunity to make a statement, if he
or she so desires, and to respond to appropriate questions. The engagement of
Arthur Andersen LLP was approved by the Board of Directors at the recommendation
of the Audit Committee of the Board of Directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)")
requires the Corporation's officers and Directors, and persons owning more than
10% of the outstanding Common Stock of the Corporation, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors, and greater than 10% holders of Common Stock are required,
by SEC regulation to furnish the Corporation with copies of all Section 16(a)
forms they file.
Based solely on copies of such forms furnished, as provided above, the
Corporation believes that during fiscal 1995, there was compliance with all
Section 16(a) filing requirements applicable to its officers, Directors, and
owners of greater than 10% of its Common Stock, except that, by inadvertence,
Mr. Steinmetz did not timely file one report required by Section 16(a), and Mr.
Barber did not file two such reports.
- 22 -
<PAGE>
DEADLINES FOR SUBMISSION OF
STOCKHOLDER PROPOSALS
Under regulations adopted by the Securities and Exchange Commission, any
proposal submitted for inclusion in the Corporation's Proxy Statement relating
to the Annual Meeting of Stockholders to be held in 1998 must be received at the
Corporation's principal executive offices in Wakefield, Massachusetts, on or
before December 15, 1997. Receipt by the Corporation of any such proposal from a
qualified stockholder in a timely manner will not ensure its inclusion in the
proxy material because there are other requirements in the proxy rules for such
inclusion.
OTHER MATTERS
Management knows of no matters that properly may be and are likely to be
brought before the meeting other than the matters discussed herein. However, if
any other matters properly come before the meeting, the persons named in the
enclosed proxy will vote in accordance with their best judgment.
The cost of this solicitation will be borne by the Corporation. It is
expected that the solicitation will be made primarily by mail, but regular
employees or representatives of the Corporation (none of whom will receive any
extra compensation for their activities) also may solicit proxies by telephone,
telegraph, and in person, and arrange for brokerage houses and other custodians,
nominees, and fiduciaries to send proxies and proxy material to their
principals, at the expense of the Corporation.
10-K REPORT
THE CORPORATION WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH
A COPY OF AN ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE CORPORATION'S MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON
RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE SENT TO
NORMAN S. MALLETT, VICE PRESIDENT-FINANCE, BERTUCCI'S, INC., 14 AUDUBON ROAD,
WAKEFIELD, MASSACHUSETTS 01880.
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<PAGE>
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.
By order of the Board of Directors
James Westra, Clerk
Wakefield, Massachusetts
April 16, 1997
- 24 -
<PAGE>
/ / PLEASE MARK VOTES AS IN THIS EXAMPLE
With-
1. Election of Directors: For hold
Nominees: Robert L. Lestina, Jr. / / / /
James Westra
2. To consider and act upon a proposal to adopt the Company's 1997 Stock
Option Plan pursuant to which the number of shares reserved for issuance
under such plan will be 250,000 shares of Common Stock.
For Against Abstain
/ / / / / /
3. To consider and act upon a proposal to amend the Company's 1993 Stock
Option Plan for Non-Employee Directors pursuant to which the number of
shares reserved for issuance under such plan will be increased from
75,000 shares of Common Stock to 155,000 shares of Common Stock.
For Against Abstain
/ / / / / /
4. To consider and act upon a proposal to amend the Company's 1992 Stock
Purchase Plan pursuant to which the number of shares reserved for issuance
under such plan will be increased from 100,000 shares of Common Stock to
200,000 shares of Common Stock.
For Against Abstain
/ / / / / /
5. In their discretion, the proxies are authorized to vote upon such business
as may properly come before the meeting .
For Against Abstain
/ / / / / /
RECORD DATE SHARES:
<TABLE>
<S> <C> <C>
I plan to attend in person / /
I do not plan to attend in person / /
Please be sure to sign and date this Proxy. Date:_______ Mark box at right if comments or address
change have been noted on the reverse side of
this card / /
Shareholder sign here______________Co-owner sign here______________
DETACH CARD
</TABLE>
<PAGE>
BERTUCCI'S, INC.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
ballot. There are some issues related to the management and operation of
your Company that require your attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the 1997 Annual Meeting of Stockholders,
May 13, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Bertucci's, Inc.
<PAGE>
PROXY PROXY
BERTUCCI'S, INC.
1997 ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1997
The undersigned hereby appoints James Westra and Norman Mallett, and each of
them, with full power and substitution, proxies to represent the undersigned at
the 1997 Special Meeting of Stockholders of Bertucci's, Inc. to be held on May
13, 1997 at 10:00 a.m., at Sal and Vinnie's Sicilian Steakhouse, 776 Providence
Highway, Norwood, Massachusetts, and at any adjournment or adjournments thereof,
to vote in the name and place of the undersigned, with all powers which the
undersigned would possess if personally present, all the shares of BERTUCCI'S,
INC. standing in the name of the undersigned upon such business as may properly
come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF DIRECTORS. THE BOARD RECOMMENDS AN
AFFIRMATIVE VOTE ON ALL PROPOSALS SPECIFIED. SHARES WILL BE VOTED AS SPECIFIED.
IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE VOTED FOR THE
ELECTION OF THE DIRECTORS AS SET FORTH IN THE PROXY STATEMENT.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE
Please sign exactly as your name(s) appear(s) on the Proxy. 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
HAS YOUR ADDRESS CHANGED? DO YOU HAVE COMMENTS?
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
