SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
| |Preliminary Information Statement | |Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
|x|Definitive Information Statement
Market America, Inc.
__________________________________________________________________________
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
|x| $125 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g).
| | Fee computed on table below per Exchange Act Rules 14c-5(g) 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>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
- MARKET AMERICA, INC. -
To the Shareholders of Market America, Inc.:
Notice is hereby given that the annual meeting of the shareholders of Market
America, Inc., will be held at the Joseph S. Koury Convention Center, 3121 High
Point Road (at I-40), Greensboro, North Carolina, on August 19, 1996, at 10 a.m.
for the following purposes:
(1) To re-elect existing Directors.
(2) To transact such other business as may properly come before the
meeting and adjournment or adjournments thereof.
The determination of shareholders entitled to notice of and to vote at the
meeting shall be made as of the close of business on June 1, 1996, which is the
record date fixed by the board of directors for such purpose.
By order of the Board of Directors,
Loren Ashley Ridinger
Secretary
Dated: July 29, 1996
<PAGE>
MARKET AMERICA, INC.
7605-A Business Park Drive
Greensboro, N.C. 27409
July 29, 1996
INFORMATION STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 19,1996
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished by the management of
Market America, Inc. (the "Company") in connection with the annual meeting of
the stockholders of the Company to be held on August 19, 1996, at 10:00 a.m., at
the Koury Convention Center in Greensboro, North Carolina. The meeting is being
held for the purposes of electing directors and transacting such other business
as may lawfully come before the meeting.
As of June 1, 1996, the record date for determination of the
stockholders entitled to notice of and to vote at the meeting, there were
19,950,000 shares of the Company's Common Stock outstanding and entitled to be
voted. A majority of such shares will constitute a quorum for the transaction of
business at the meeting. Abstentions by stockholders represented at the meeting
will be counted as present for determining the presence of a quorum.
Each share will have one vote at the annual meeting. Elections of
directors will be determined by a plurality of the votes cast and, except as
otherwise required by law, all other matters will be determined by a majority of
the votes cast. Abstentions will be excluded entirely from the vote, and will
have no effect on the outcome. Since the management of the Company is not
soliciting proxies for the meeting, there should be no returns of proxies from
brokers holding shares in street name without instructions for voting.
Therefore, such "broker non-votes" should have no effect on any vote.
Election of Directors
The members of the Company's Board of Directors elected at the meeting
will serve until the next annual meeting or until their successors are elected
and qualified. Listed on the next page are the persons nominated for election to
the Board of Directors by management.
1
<PAGE>
NOMINEES FOR MEMBERSHIP ON BOARD OF DIRECTORS
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
-----------------------
Director No.
Name and Background Since Shares Percentage
- - ------------------- -------- ------ ----------
<S> <C> <C> <C>
James H. Ridinger, 44, is Chairman of 1992 13,945,100* 69.90%
the Board of Directors and CEO of the
Company. He founded the Company in 1992
and has been associated with the Company
since then. Before 1992, Mr. Ridinger
was a consultant to the Direct Sales
Industry.
Loren A. Ridinger, 27, is a Director 1993 101,400** 0.51%
and Vice President of Administration of
the Company. She has held the position
since 1992. Before 1992, Ms. Ridinger
was active in administration of several
Direct Sales companies. She is the wife
of James H. Ridinger, the Chairman of
the Board of Directors and CEO of the
Company.
Marty Weissman, 53, is a Director and 1993 630,000 3.16%
Executive Vice President of the
Company. Mr. Weissman was a founder,
owner and Executive Vice President of
Howard Carpet Mills of Chatsworth,
Georgia. He has served as a Director of
the Company since 1993.
Dennis Franks, 43, is a Director of the 1994 184,000 0.92%
the Company and Executive Vice President
of the Company, where he has served as a
consultant since 1992. Before that Mr.
Franks served in various executive
capacities with direct sales companies.
ALL DIRECTORS AND EXECUTIVE OFFICERS 14,860,500 74.49%
AS A GROUP (four persons)
<FN>
- - ---------------------
*Does not include shares held by Loren A. Ridinger, Mr. Ridinger's wife and a
Director and Executive Vice President of Administration of the Company, as to
which Mr. Ridinger disclaims beneficial interest. See also "Beneficial Ownership
of Shares."
**Does not include shares held by James H. Ridinger, Ms. Ridinger's husband and
the Chairman of the Board and CEO of the Company, as to which Ms. Ridinger
disclaims beneficial interest. See also "Beneficial Ownership of Shares."
</FN>
</TABLE>
During the fiscal year ended April 30, 1996, the Board of Directors
held six meetings. No Director attended fewer than 75% of the meetings. The
Board has no standing audit, nominating or compensation committees or committees
performing similar functions. Board members receive no additional compensation
for their services on the Board.
2
<PAGE>
Executive Compensation
The following table summarizes the compensation awarded to, earned by
or paid to all executive officers of the Company for services to the Company in
the fiscal year ended April 30, 1996 whose compensation is required to be
reported under rules of the U.S. Securities and Exchange Commission:
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation*
---------------------------------------------------
Name and Fiscal Other Annual
Principal Position Year Ended Salary($) Bonus($) Compensation
- - ------------------ ---------- --------- -------- ------------
<S> <C> <C> <C> <C>
James Ridinger, Chairman of the Board of 4-30-94 0 0 0
Directors and Chief Executive Officer 4-30-95 5,024 50,000 0
4-30-96 303,182 95,000 0
Loren Ridinger, Director and Vice 4-30-94 0 0 0
President of Administration 4-30-95 5,024 50,000 0
4-30-96 157,782 30,000 0
Marty Weissman, Director and Executive 4-30-96 0 0 0
Vice President 4-30-95 0 0 0
4-30-96 0 30,000 0
Dennis Franks, Director and Executive 4-30-94 0 0 90,000
Vice President 4-30-95 0 0 90,000
4-30-96 0 30,000 90,000
<FN>
- - -----------------
*Does not include the value of any perquisites or other personal benefits
because the aggregate amount of any such compensation does not exceed the lesser
of $50,000 or 10% of the total annual salary and bonus shown.
</FN>
</TABLE>
Neither Mr. Ridinger nor Mrs. Ridinger has a written current
employment contract with the Company, their compensation is set by the Board of
Directors based upon the recommendation of a committee of non-Board members
consisting of Edward Faulkner, the Company's Controller and Richard D. Hall,
Jr., the Company's Legal Counsel. The Company pays the premiums on health
insurance coverage for James Ridinger, Martin Weissman, and Dennis Franks. James
3
<PAGE>
Ridinger, Loren Ridinger, Martin Weissman, and Dennis Franks are also
independent distributors of the Company and receive commissions on Business
Volume (a measure of sales) of the Company. Mr. Ridinger and Mrs. Ridinger are
also independent distributors of the Company and receive commissions on Business
Volume (a measure of sales) from which the Company calculates commissions.
Compensation Committee Report
The Company's Executive Compensation Programs are administered by a
compensation committee appointed by the Board of Directors. Currently the
Company's controller, Edward Faulkner and its outside legal counsel, Richard D.
Hall Jr., serve on this committee. It is their primary function to negotiate
with and recommend to the Board of Directors the compensation to be paid to
James H. Ridinger and Loren A. Ridinger.
The compensation policy of the Company is designed to motivate the
overall success of the Company by:
(1) Attracting, retaining and rewarding highly qualified and productive
individuals;
(2) Delivering a significant portion of compensation through performance-
based incentives
(3) Directly relating incentive compensation to overall company and
individual performance; and
(4) Encouraging executive stock ownership to align the interest of
management with those of the shareholders.
Mr. Ridinger negotiates the base salaries of all other named officers
and the management of the Company. For 1996 and later years, the compensation
committee intends to continue to seek to structure executive compensation
arrangements to preserve the deductibility of named officer compensation under
applicable federal and state income tax laws, including the Omnibus Budget
Reconciliation Act of 1993, while also taking into account the need to provide
appropriate incentives to the Company's key executives. However, no assurance
can be given that the Company will preserve the deductibility of all executive
compensation.
Compensation Committee
----------------------
Edward J. Faulkner
Richard D. Hall, Jr.
Dated July 29, 1996
4
<PAGE>
Performance Graph
Set forth below is a comparison of the yearly percentage change in
total shareholder return of the Company's common stock and the returns for the
NASDAQ composite index and a designated Peer Group. The total shareholder return
calculation is for the two year period (the period during which the Company has
been publicly traded) commencing August 1, 1994 and includes the reinvestment of
dividends.
The Peer Group for the total shareholder return chart is comprised of
publicly-traded companies possessing the following characteristics similar to
those of the Company:
*Size, as measured by net sales;
*Similarity in selling methodology;
*Comparative products including companies engaged in the distribution of weight
control products, health and nutritional supplements, and skin, hair, or other
personal products;
*Relatively high insider ownership; and/or
*Particular emphasis on the talents and visibility of Chief Executive Officer.
Companies included in the Peer Group are: Beauticontrol Cosmetics,
Inc.; Nature's Sunshine Products, Inc.; Avon Products, Premark International,
Inc.; Amway Japan; and Amway Asia Pacific.
Beneficial Ownership of Shares
The Company is not aware that, as of the record date for the annual
meeting, anyone other than the following may beneficially own more than 5% of
the outstanding shares of its common stock:
<TABLE>
<CAPTION>
Name and Address Amount and Nature* of Percent of
of Beneficial Owner Beneficial Ownership Class
------------------- --------------------- ----------
<S> <C> <C>
James H. Ridinger 13,945,100 shares* 69.90%
Market America, Inc.
7605-A Business Park Drive
Greensboro, North Carolina 27409
Gilbert Zwetsch ** **
403 W. 25th
Spokane, Washington 99203
The AAA Plus Trust 1,187,400 5.94%
c/o Codan Trust Company Limited, Trustee
2 Church St. Clarendon House
Hamilton, Bermuda HM 11
5
<PAGE>
<FN>
- - -----------------
*Does not include 101,400 shares owned by Mr. Ridinger's spouse, as to which Mr.
Ridinger disclaims beneficial ownership. Also does not include 1,185,700 shares
as to which Codan Trust Company Limited, Hamilton, Bermuda, exercises investment
and voting control as trustee of The AAA Plus Trust, as to which Mr.
Ridinger disclaims beneficial ownership.
**The Company has reason to believe that Mr. Zwetsch is the beneficial owner of
more than 5% and perhaps has as much as 12% of the Company's outstanding common
stock. The Company does not have adequate information at this time to make this
determination.
</FN>
</TABLE>
Section 16 (a) Beneficial Ownership Reporting Compliance
To the Company's knowledge, based solely on its review of reports
submitted to it, all SEC Section 16(a) filing requirements, which prescribe that
the Company's executive officers, directors, and 10% shareholders must file
initial reports of ownership and reports of changes in ownership of the
Company's Common Stock with the SEC, were complied with in fiscal year 1996.
James H. Ridinger may arguably have been required to file reports relating to a
family trust on the grounds that he exercised investment control over the trust.
James H. Ridinger disclaims beneficial ownership of securities in the trust or
that he exercised investment control over the trust.
Certain Transactions
James H. Ridinger, the President of Market America, Inc., has loaned
the Company various amounts throughout its existence. These loans have been
combined into one promissory note, which is due upon demand, bears interest at
the rate of 8.0% per annum, and is secured by the Company's furniture, fixtures
and equipment. The amounts owing on this note as of April 30, 1996, and April
30, 1995, were $292,714 and $263,950, respectively, including accrued interest.
On April 15, 1996, the Company purchased a house that was owned by
James and Loren Ridinger, officers of the Company, which was used for corporate
business guests on a periodic basis. The purchase price of this house was
$130,000.
Annual Report
A copy of the Annual Report of the Company for the fiscal year ended
April 30, 1996 was distributed to all stockholders of record on June 1, 1995.
Copies of the Annual Report also have been sent, or are being sent with this
Information Statement, to all stockholders of record on the record date for the
annual meeting. Additional copies are available from the Company on request.
6
<PAGE>
FORM 10-K
A copy of the most recent annual report of the Company to the
Securities and Exchange Commission on Form 10-K may be obtained from the Company
by stockholder on written request. Direct your request to: Edward J. Faulkner,
Controller, 7605-A Business Park Drive, Greensboro, NC 27409.
7
