SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant: |X|
Filed by a Party other than the Registrant: |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for use of the Commission only (as permitted by
Rule 14a-b(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss.240.14a-12
FOSSIL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
FOSSIL, INC.
- --------------------------------------------------------------------------------
(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 amount
on which the filing is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
|_| 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>
FOSSIL, INC.
2280 N. GREENVILLE AVENUE
RICHARDSON, TEXAS 75082
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1997
To the Stockholders of Fossil, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Fossil, Inc., a Delaware corporation (the "Company"), will
be held at the offices of the Company, 2280 N. Greenville Avenue, Richardson,
Texas, on the 22nd day of May 1997, at 4:00 p.m. (local time) for the following
purposes:
1. To elect seven (7) directors to hold office until the next
annual election of directors by stockholders or until their respective
successors shall have been duly elected and shall have qualified; and
2. To transact any and all other business that may properly
come before the meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on March 31,
1997, as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at such meeting or any
adjournment(s) thereof. Only stockholders of record at the close of business on
the Record Date are entitled to notice of and to vote at such meeting. The stock
transfer books will not be closed. A list of stockholders entitled to vote at
the Annual Meeting will be available for examination at the offices of the
Company for 10 days prior to the Annual Meeting.
You are cordially invited to attend the meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly so that your shares of stock
may be represented and voted in accordance with your wishes and in order that
the presence of a quorum may be assured at the meeting. Your proxy will be
returned to you if you should be present at the meeting and should request its
return in the manner provided for revocation of proxies on the initial page of
the enclosed proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
T. R. Tunnell
Senior Vice President, Development
and Chief Legal Officer and Secretary
April 15, 1997
Richardson, Texas
<PAGE>
FOSSIL, INC.
2280 N. GREENVILLE AVENUE
RICHARDSON, TEXAS 75082
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1997
---------------------------
SOLICITATION AND REVOCABILITY
OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf
of Fossil, Inc., a Delaware corporation (the "Company"), to be voted at the 1997
Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held
on May 22, 1997, at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders (the "Notice") and at any
adjournment(s) thereof. WHEN PROXIES IN THE ACCOMPANYING FORM ARE PROPERLY
EXECUTED AND RECEIVED, THE SHARES REPRESENTED THEREBY WILL BE VOTED AT THE
ANNUAL MEETING IN ACCORDANCE WITH THE DIRECTIONS NOTED THEREON; IF NO DIRECTION
IS INDICATED, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS AS SET
FORTH ON THE ACCOMPANYING NOTICE.
The executive offices of the Company are located at, and the mailing
address of the Company is, 2280 N. Greenville Avenue, Richardson, Texas 75082.
Management does not intend to present any business at the Annual
Meeting for a vote other than the matters set forth in the Notice and has no
information that others will do so. If other matters requiring a vote of the
stockholders properly come before the Annual Meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the shares represented
by the proxies held by them in accordance with their judgment on such matters.
This proxy statement (the "Proxy Statement") and accompanying form of
proxy are being mailed on or about April 15, 1997. The Company's Annual Report
to Stockholders covering the Company's fiscal year ended December 31, 1996, is
enclosed herewith, but does not form any part of the materials for solicitation
of proxies.
Any stockholder of the Company giving a proxy has the unconditional
right to revoke his proxy at any time prior to the voting thereof either in
person at the Annual Meeting by delivering a duly executed proxy bearing a later
date or by giving written notice of revocation to the Company addressed to T.R.
Tunnell, Senior Vice President, Development, Chief Legal Officer and Secretary,
Fossil, Inc., 2280 N. Greenville Avenue, Richardson, Texas 75082; no such
revocation shall be effective, however, unless such notice of revocation has
been received by the Company at or prior to the Annual Meeting.
In addition to the solicitation of proxies by use of the mail, officers
and regular employees of the Company may solicit the return of proxies, either
by mail, telephone, telegraph, or through personal contact.
<PAGE>
Such officers and employees will not be additionally compensated but will be
reimbursed for out-of-pocket expenses. Brokerage houses and other custodians,
nominees, and fiduciaries will, in connection with shares of common stock, par
value $0.01 per share (the "Common Stock"), registered in their names, be
requested to forward solicitation material to the beneficial owners of such
shares of Common Stock.
The cost of preparing, printing, assembling, and mailing the Annual
Report, the Notice, this Proxy Statement, and the enclosed form of proxy, as
well as the reasonable cost of forwarding solicitation materials to the
beneficial owners of shares of the Company's Common Stock, and other costs of
solicitation, are to be borne by the Company.
QUORUM AND VOTING
The record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting was the close of business on March
31, 1997 (the "Record Date"). On the Record Date, there were 13,245,136 shares
of Common Stock issued and outstanding.
Each holder of Common Stock is entitled to one vote per share on all
matters to be acted upon at the meeting and neither the Company's Amended and
Restated Certificate of Incorporation nor its Amended and Restated Bylaws allow
for cumulative voting rights. The presence, in person or by proxy, of the
holders of a majority of the issued and outstanding Common Stock entitled to
vote at the meeting is necessary to constitute a quorum to transact business. If
a quorum is not present or represented at the Annual Meeting, the stockholders
entitled to vote thereat, present in person or by proxy, may adjourn the Annual
Meeting from time to time without notice or other announcement until a quorum is
present or represented. Assuming the presence of a quorum, the affirmative vote
of the holders of a plurality of the shares of Common Stock voting at the
meeting is required for the election of directors.
An automated system administered by the Company's transfer agent
tabulates the votes. Abstentions and broker non-votes are each included in the
determination of the number of shares present for determining a quorum. Each
proposal is tabulated separately. Abstentions are counted in tabulations of
votes cast on proposals presented to stockholders, whereas broker non-votes are
not counted as voting for purposes of determining whether a proposal has
received the necessary number of votes for approval of the proposal.
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<PAGE>
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of Common Stock as of the Record Date by (i) each director of the
Company; (ii) each Named Executive Officer (as defined in "Election of
Directors--Compensation of Executive Officers--Executive Cash Compensation");
(iii) all present executive officers and directors of the Company as a group;
and (iv) each other person known to the Company to own beneficially more than
five percent (5%) of the Common Stock as of the Record Date. Unless otherwise
noted, the persons named below have sole voting and investment power with
respect to the shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE
- ------------------------ ---------------- ----------
<S> <C> <C>
Tom Kartsotis(1) 5,326,694 (2) 40.4
Kosta N. Kartsotis(1) 2,473,905 18.8
Michael W. Barnes 44,675 (3) *
Richard H. Gundy 177,715 (4) 1.3
Randy S. Kercho 41,288 (5) *
Jal S. Shroff(6) 247,607 (7) 1.9
Donald J. Stone 16,700 (8) *
Kenneth W. Anderson 16,750 (9) *
Alan J. Gold 21,750 (10) *
Alan D. Moore 380,524 (11) 2.9
FMR Corp. (12) 764,100 5.8
All executive officers and 8,788,108 66.3
directors as a group (12 persons) (2)(3)(4)(5)(7)
(8)(9)(10)(11)
<FN>
* Less than 1%
(1) The address of such individual is 2280 N. Greenville Avenue,
Richardson, Texas 75082.
(2) Includes 502,300 shares of Common Stock owned of record by Lynne
Stafford Kartsotis, wife of Mr. Tom Kartsotis, as to which Mr. Kartsotis
disclaims beneficial ownership, and 6,515 shares owned by Mr.
Kartsotis as custodian for Annie Grace Kartsotis, his minor daughter.
(3) Includes 44,275 shares issuable pursuant to the exercise of stock
options within 60 days of the Record Date.
-3-
<PAGE>
(4) Includes 110, 715 shares issuable pursuant to the exercise of stock
options within 60 days of the Record Date. Also includes 5,000 shares owned by
the Richard Gundy Trust, and 5,000 shares owned by the Richard Gundy Family
Trust. Mr. Gundy is a trustee of each of these trusts.
(5) Includes 26,488 shares issuable pursuant to the exercise of stock
options within 60 days of the Record Date. Also includes indirect ownership of
2,500 shares owned by Mr. Kercho's minor son.
(6) Mr. Shroff and his wife, Pervin J. Shroff, share voting and
investment power with respect to 208,157 of the shares shown.
(7) Includes 24,375 shares issuable pursuant to the exercise of stock
options within 60 days of the Record Date. Also includes indirect ownership of
15,075 shares issuable pursuant to the exercise of stock options within 60 days
of the Record Date which are owned by Mrs. Shroff.
(8) Includes 11,750 shares issuable pursuant to the exercise of stock
options within 60 days of the Record Date.
(9) Includes 11,750 shares issuable pursuant to the exercise of stock
options within 60 days of the Record Date.
(10) Includes 4,000 shares issuable pursuant to the exercise of stock
options within 60 days of the Record Date.
(11) Includes 38,975 shares held by the Alan D. Moore Charitable
Remainder Trust, of which Alan D. Moore is sole trustee. Also includes 5,250
shares issuable pursuant to the exercise of stock options within 60 days of the
Record Date.
(12) Based on a Schedule 13G, dated February 14, 1997, filed by FMR
Corp. ("FMR") with the Securities and Exchange Commission and the Company. The
Schedule 13G discloses that Fidelity Management & Research Company ("Fidelity"),
a wholly-owned subsidiary of FMR and an investment adviser are the beneficial
owner of 764,100 shares of Common Stock or 5.79% as a result of acting as
investment advisor to various companies registered under the Investment Company
Act of 1940. Edward C. Johnson, 3rd. , FMR, through control of Fidelity and the
Funds, each have sole power to dispose of the 764,100 shares owned by the funds.
The address of FMR is 82 Devonshire Street, Boston, Massachusetts 02109
</FN>
</TABLE>
---------------------------------
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<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Bylaws of the Company provide that the number of directors of the
Company may be increased or decreased from time to time by resolution adopted by
the Board of Directors. By resolution of the Board of Directors, at its meeting
on March 13, 1997, the number of directors composing the Board of Directors has
been set at seven.
DIRECTORS AND NOMINEES
Unless otherwise directed in the enclosed proxy, it is the intention of
the persons named in such proxy to nominate and to vote the shares represented
by such proxy for the election of the following named nominees for the office of
director of the Company, to hold office until the next annual meeting and until
his successor is duly elected and qualified or until his earlier resignation or
removal. Each of the nominees is presently a director of the Company.
The following table and text set forth the name, age and positions of
each nominee:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- ----------
<S> <C> <C>
Tom Kartsotis.................................... 37 Director, Chairman of the Board and Chief
Executive Officer
Kosta N. Kartsotis............................... 44 Director, President and Chief Operating
Officer
Michael W. Barnes................................ 36 Director and Executive Vice President
Jal S. Shroff.................................... 60 Director and Managing Director of Fossil
(East) Limited
Donald J. Stone.................................. 68 Director
Kenneth W. Anderson.............................. 65 Director
Alan J. Gold..................................... 63 Director
</TABLE>
Tom Kartsotis has served as Chairman of the Board and Chief Executive
Officer since December 1991. Mr. Tom Kartsotis founded the Company in 1984 and
served as its President until December 1991. He has been a director of the
Company since 1984.
Kosta N. Kartsotis has served as President and Chief Operating Officer
since December 1991. Mr. Kosta Kartsotis joined the Company in 1988 and served
as Vice President -- Marketing until December 1991. He has been a director of
the Company since 1990.
Michael W. Barnes has served as Executive Vice President since February
1995. Mr. Barnes served as Senior Vice President -- International from August
1994 until February 1995. From December 1993 until August 1994, Mr. Barnes
served as Senior Vice President -- Operations. Mr. Barnes joined the Company in
1985 and served as Vice President -- Operations until December 1991. He served
as a director of the Company from 1985 until March 1992. Mr. Barnes has been a
director of the Company since he was re-elected to the Board of Directors in
February 1993.
Jal S. Shroff has served as Managing Director of Fossil (East) Limited
("Fossil East") since January 1991 and has been a director of the Company since
April 1993. Mr. Shroff joined S. Framjee & Co., a privately held trading company
headquartered in Hong Kong, and has served as its Managing Director since
-5-
<PAGE>
a date prior to 1991. Prior to January 1991, the services which are currently
provided to the Company in Hong Kong by Fossil East were performed by S. Framjee
& Co.
Donald J. Stone has been a director of the Company since April 1993.
Mr. Stone served as Vice Chairman of Federated Department Stores until February
1988, at which time he retired.
Kenneth W. Anderson has been a director of the Company since April
1993. Mr. Anderson was a co-founder of Blockbuster Entertainment Corporation, a
video rental company, and served as its President from 1985 until 1987. From
1987 to 1991, Mr. Anderson served in various positions with Amtech Corporation,
a remote electronic identification technology company, which he co-founded,
including as the Chairman of its Executive Committee.
Alan J. Gold has been a director of the Company since April 1993. Mr.
Gold was the founder of Accessory Lady, a women's fashion accessory retail
chain, and served as its President since a date prior to 1991 until 1992. Mr.
Gold is currently President of Goldcor Investments.
If elected, all directors serve until the next annual meeting of the
stockholders or until their successors have been duly elected and qualified.
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company. Should any
of them become unavailable for nomination or election or refuse to be nominated
or to accept election as a director of the Company, then the persons named in
the enclosed form of proxy intend to vote the shares represented in such proxy
for the election of such other person or persons as may be nominated or
designated by the Board of Directors.
Mr. Tom Kartsotis and Mr. Kosta N. Kartsotis are brothers. There are no
other family relationships among any of the directors, director nominees or
executive officers of the Company.
BOARD COMMITTEES AND MEETINGS
The Board of Directors has established two standing committees: the
Audit Committee and the Compensation Committee. Messrs. Stone, Anderson and Gold
serve on the Audit Committee and the Compensation Committee. The functions of
the Audit Committee are to recommend to the Board of Directors the appointment
of independent auditors, to review the plan and scope of any audit of the
Company's financial statements and to review the Company's significant
accounting policies and other related matters. The Audit Committee held one
meeting during the fiscal year ended December 31, 1996. The functions of the
Compensation Committee are to make recommendations to the Board of Directors
regarding the compensation of senior officers and to administer the 1993
Long-Term Incentive Plan (the "Incentive Plan"). The Compensation Committee held
one meeting during the fiscal year ended December 31, 1996.
The Board of Directors held four meetings during the fiscal year ended
December 31, 1996. During 1996 each director attended, in person or by
conference call, all of the meetings of the Board of Directors and the meetings
held by all committees of the Board on which such director served.
-6-
<PAGE>
DIRECTOR COMPENSATION
The Company pays an annual retainer of $15,000 to each nonemployee
director. In addition, the Company pays each nonemployee director a fee of
$1,000 for each meeting of the Board of Directors or any committee thereof which
he attends. The Company also reimburses its directors for ordinary and necessary
travel expenses incurred in attending such meetings.
Nonemployee Director Stock Option Plan. The Board of Directors and the
stockholders of the Company have approved the adoption of the 1993 Nonemployee
Director Plan (the "Nonemployee Director Plan"). Pursuant to the Nonemployee
Director Plan, each Nonemployee Director received a grant of 5,000 non-qualified
stock options on the date he became a director of the Company. In addition, on
the first day of each calendar year, each Nonemployee Director will receive a
grant of an additional 3,000 non-qualified stock options, so long as he is then
serving as a Nonemployee Director. The grant of options pursuant to the
Nonemployee Director Plan is automatic. An aggregate of 100,000 shares of Common
Stock have been authorized for issuance pursuant to the Nonemployee Director
Plan, of which 59,000 shares were subject to outstanding options on the Record
Date.
Options granted pursuant to the Nonemployee Director Plan will become
exercisable (i) with respect to 50% of the total number of shares subject
thereto, on the first anniversary of the date of grant and (ii) with respect to
the remaining shares subject thereto, in installments of 25% of such shares on
the second and third anniversaries of the date of grant. The exercise price of
options granted pursuant to the Nonemployee Director Plan shall be the fair
market value of the Common Stock on the date of grant. Such exercise price must
be paid in full in cash at the time an option is exercised. The term of options
granted under the Nonemployee Director Plan will expire on the earliest of (i)
ten years from the date of grant, (ii) one year after the optionee ceases to be
a director by reason of death or disability or (iii) three months after the
optionee ceases to be a director for any reason other than death or disability.
The Nonemployee Director Plan provides that the Board of Directors may
make certain adjustments to the exercise price and number of shares subject to
options granted thereunder in the event of a stock split, stock dividend,
combination or reclassification or certain other corporate transactions. Subject
to certain limitations, the Board of Directors is authorized to amend the
Nonemployee Director Plan as it deems necessary, but no amendment may adversely
affect the rights of an optionee with respect to an outstanding option without
his consent. The Compensation Committee of the Board of Directors is not
responsible for the administration of the Nonemployee Director Plan.
EXECUTIVE OFFICERS
The name, age, current position with the Company, and the principal
occupation during the last five years of executive officers Messrs. Tom
Kartsotis, Kosta N. Kartsotis, and Michael W. Barnes and the year he first
became an executive officer of the Company is set forth above under the caption
"Directors and Nominees" and with respect to each remaining executive officer is
set forth in the following table and text:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- -------------
<S> <C> <C>
Richard H. Gundy............................... 54 Executive Vice President
Randy S. Kercho................................ 40 Executive Vice President, Chief Financial Officer and
Treasurer
Mark D. Quick ............................... 48 Executive Vice President
T. R. Tunnell ................................ 43 Senior Vice President, Development, Chief Legal
Officer and Secretary
</TABLE>
-7-
<PAGE>
Richard H. Gundy has served as Executive Vice President of the Company
since April 1994. From a date prior to 1991, Mr. Gundy served as Executive Vice
President and Director of County Seat Stores, Inc., a national retailer of
apparel and fashion accessories.
Randy S. Kercho has served as Executive Vice President and Chief
Financial Officer of the Company since March 1997. Mr. Kercho served as Senior
Vice President and Chief Financial Officer of the Company from February 1995
until March 1997 and has served as Treasurer since May 1995. Mr. Kercho served
as Vice President and Chief Financial Officer from May 1993 until February 1995
and served as Vice President - Finance from May 1992 until May 1993. From a date
prior to 1991 until May 1992, Mr. Kercho served as Vice President, Controller,
Treasurer and Secretary of BSN Corp., a publicly traded consumer products
company.
Mark D. Quick has served as Executive Vice President since March 1997.
Mr. Quick is responsible for the Company's fashion accessory lines including,
handbags, small leather goods, belts and sunglasses. From November 1995 until
March 1997 he served as Senior Vice President - Accessories. From a date prior
to 1991, Mr. Quick served as Senior Vice President - General Merchandise Manager
of Foley's (currently part of May Co.).
T.R. Tunnell has served as Senior Vice President, Development, Chief
Legal Officer and Secretary of the Company since December 1996. Mr. Tunnell
served as Vice President and General Counsel of Pillowtex Corporation from April
1996 until December 1996. Mr. Tunnell served as Vice President, Secretary and
General Counsel of the Company from September 1993 until April 1996. From a date
prior to 1991 until 1992, Mr. Tunnell was employed by Mary Kay Cosmetics, Inc.
where he most recently served as Vice President, Legal Operations and Assistant
Secretary.
[The remainder of this page is intentionally left blank]
-8-
<PAGE>
KEY EMPLOYEES
The following table and text set forth certain information regarding
other key employees of the Company.
<TABLE>
<CAPTION>
Name Age Position
- ---- --- ---------
<S> <C> <C>
Suzanne Amundsen 38 Vice President - Product Development
Dairmuid Bland 41 Vice President - Product Development
Gary A. Bollinger 49 Senior Vice President - International / Premium
Heath Carr 30 Vice President - Operations / Fossil East
Robert V. Fiore 51 Vice President - Midwest Region
Cheri J. Friedman 40 Vice President -Northeast Region
Kurt Hagen 28 Vice President - European Operations
Timothy G. Hale 36 Vice President and Image Director
J. Dan Heard 36 Senior Vice President - Operations
David R. Moore 36 Vice President - Eyewear
Monica A. Nicholson 33 Controller
Tom Olt 50 Vice President - Stores and Real Estate
Daniel M. Smith 59 Senior Vice President - RELIC / Private Label
Dora A. Yarid 36 Vice President - Western Region
</TABLE>
Suzanne Amundsen has served as Vice President - Product Development
since October 1993. Ms. Amundsen is responsible for the marketing and sale of
the Company's FSL and RELIC watch lines as well as certain of the Company's
licensed and private label watch products. From a date prior to 1991 until
October 1993, Ms. Amundsen was employed by Innovative Time, Inc. where she most
recently served as Senior Vice President.
Dairmuid Bland has served as Vice President - Product Development since
July 1996. Mr. Bland is responsible for new product development of FOSSIL
watches and certain licensed watch brands. From December 1993 until June 1996,
Mr. Bland was employed by Timex Corporation as Vice President Marketing and
Sales Fashion Brands / Asia. From a date prior to 1991 until December 1993, Mr.
Bland served as General Manager International Watch Division of Dickson Concepts
International, Ltd.
Gary A. Bollinger has served as Senior Vice President - International /
Premium since February 1997. Mr. Bollinger served as Vice President -
International from February 1993 until February 1997. Mr. Bollinger joined the
Company in May 1992 and served as Manager - International until February 1993.
From
-9-
<PAGE>
a date prior to 1991 until May 1992, Mr. Bollinger served as Divisional
Merchandise Manager of Foley's (currently a division of May Co.).
Heath Carr has served as Vice President - Operations / Fossil East
since February 1996. Mr. Carr is responsible for the production and office
operations of Fossil East, Ltd. in Hong Kong. From a date prior to 1991 until
June 1992, Mr. Carr served as Warehouse Manager. From June 1992 until February
1994, he served as Order Management Department Manager. From February 1994 until
August 1994, Mr. Carr served as Group Manager, Order Management Department and
from August 1994 until February 1996 served as Division Manager, Order
Management Department.
Robert V. Fiore has served as Vice President - Midwest Region since
January 1992. From a date prior to 1991 to 1992, Mr. Fiore was an independent
sales representative for the Company and was responsible for sales of the
Company's products in the Midwest region, including the Chicago area.
Cheri J. Friedman has served as Vice President - Northeast Region since
January 1992. From a date prior to 1991 to 1992, Ms. Friedman was an independent
sales representative for the Company in the Northeast region and operated her
own showroom in which the Company's watches were displayed in New York City.
Kurt Hagen has served as Vice President - European Operations since
August 1996. Mr. Hagen is responsible for managing the Company's operations in
Traunstein, Germany. From 1991 until February 1992, Mr. Hagen served as Data
Processing Manager. From February 1992 until 1994, Mr. Hagen served as
Purchasing/Data Processing Group Manager. In 1994, Mr. Hagen was promoted to
International Group Manager. From February 1996 until August 1996, Mr. Hagen
served as Division Manager, Order Management Department.
Timothy G. Hale has served as Vice President and Image Director since
December 1991. Mr. Hale is responsible for coordinating the activities of the
Company's in-house advertising department. Mr. Hale joined the Company in 1987
and served as manager of creative services from 1987 until December 1991.
J. Dan Heard has served as Senior Vice President - Operations since
February 1995. Mr. Heard is responsible for the Company's domestic operations,
distribution and information systems functions. From a date prior to 1991 until
1995, Mr. Heard was employed by The Bonneau Company, Inc., a Dallas-based
eyewear manufacturer and marketer where he most recently served as Chief
Operating Officer.
David R. Moore has served as Vice President - Eyewear since August 1995
and served as Division Merchandising Manager from September 1994 until August
1995. From a date prior to 1991 until August 1994, Mr. Moore was employed at The
Bonneau Company, Inc., a Dallas-based eyewear manufacturer and marketer, where
he most recently served as Vice President of Marketing and Merchandising.
Monica A. Nicholson has served as Controller since July 1995. Ms.
Nicholson joined the Company as Senior Accountant in January 1992, and served in
that capacity until February 1994. Ms. Nicholson served as Accounting Manager
from February 1994 until July 1995. From a date prior to 1991 until 1992, Ms.
Nicholson was employed by Lane, Gorman, Trubitt & Co. as Senior Accountant.
Tom Olt has served as Vice President - Stores and Real Estate since
September 1994. Mr. Olt is responsible for the development and operation of the
Company's outlet and retail stores. From 1993 until September 1994, Mr. Olt
served as Vice President of Sales for Pier 1 Imports, Inc. From 1992 until 1993,
Mr. Olt was President of Scandia Down, and from a date prior to 1991 until 1992,
was Regional Vice President Stores for Foley's (currently part of May Co.).
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<PAGE>
Daniel M. Smith has served as Senior Vice President - RELIC / Private
Label since March 1996. Mr. Smith is responsible for the marketing and sale of
the Company's RELIC and Private Label watches. From February 1995 until March
1996 Mr. Smith served as Senior Vice President - RELIC Division and as Vice
President - RELIC Division from December 1991 until February 1995. Mr. Smith
joined the Company in 1990 and served as Vice President - Marketing (RELIC
Division) from 1990 until December 1991.
Dora A. Yarid has served as Vice President - West Region since February
1993. Ms. Yarid joined the Company in 1990 and served as manager for the
Company's south central region from 1990 to 1992 and as Manager - Midwest Region
from 1992 until February 1993.
COMPENSATION OF EXECUTIVE OFFICERS
The total compensation paid for the three fiscal years ended December
31, 1994, 1995 and 1996, respectively, to the Chief Executive Officer, Mr. Tom
Kartsotis, and the other four most highly paid executive officers who received
cash compensation in excess of $100,000 for the fiscal year ended December 31,
1996 (collectively, the "Named Executive Officers"), is set forth below in the
following Summary Compensation Table:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) AWARDS(2)
-------------------------- -----------
SECURITIES
FISCAL UNDERLYING ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)(3) COMPENSATION
- -------------------------- -------- ---------- ---------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Tom Kartsotis 1996 272,932 -0- -0- 2,611(4)
Chairman of the Board, Chief 1995 262,500 -0- -0- 4,006(5)
Executive Officer and Director 1994 262,500 -0- -0- 1,557(6)
Kosta N. Kartsotis 1996 264,807 -0- -0- -0--
President, Chief Operating 1995 255,000 -0- -0- -0--
Officer and Director 1994 255,000 -0- -0- -0--
Michael W. Barnes 1996 212,062 -0- 50,000
Executive Vice President 1995 202,500 -0- 20,000 2,994(4)
and Director 1994 187,219 20,000 20,000 4,400(5)
1,514(6)
Richard H. Gundy 1996 257,815 -0- 105,715(8) 4,841(9)
Executive Vice President 1995 250,000 -0- 20,000 6,865(10)
1994 179,611(7) -0- 165,000(13) 2,852(11)
Randy S. Kercho 1996 153,582 -0- 36,613(12) 2,899(4)
Executive Vice President, Chief 1995 134,231 -0- 7,500 3,885(5)
Financial Officer and Treasurer 1994 120,000 5,000 2,500(13) 1,480(6)
-11-
<PAGE>
<FN>
(1) The Company's executive officers did not receive any other annual
compensation in addition to salary and cash bonuses during the
applicable reporting periods, therefore the "Other Annual Compensation"
column has been omitted.
(2) During the applicable reporting periods, no awards of restricted stock
were made as Long-Term Compensation, therefore the column "Restricted
Stock Award(s)" has been omitted from the Summary Compensation Table.
(3) The column for 1996 includes all options repriced for such Named
Executive Officer during 1996, as described in the Ten-Year Option/SAR
Repricing Table set forth below. As a result, the number of options
shown as granted during 1996 to such Named Executive Officer may be
duplicative since these numbers include options that were granted in
exchange for the cancellation of options granted to such Named
Executive Officer during prior years.
(4) Includes employee matching contributions under the 1993 Fossil, Inc.
Savings and Retirement Plan (the "Retirement Plan") to the Named
Executive Officers.
(5) Includes employer matching contributions under the Retirement Plan to
the Named Executive Officers in the following amounts: Mr. Tom
Kartsotis - $2,776; Mr. Barnes - $3,000; and Mr. Kercho - $2,685. Also
includes redistributions of excess contributions under the Plan to the
Named Executive Officers in the following amounts: Mr. Tom Kartsotis -
$1,230; Mr. Barnes - $1,400; and Mr. Kercho - $1,200.
(6) Represents employer matching contributions under the Retirement Plan.
(7) Mr. Gundy joined the Company in April 1994. The amount shown
represents the pro rata portion of Mr. Gundy's 1994 base salary of
$250,000 for the period during which he was employed by the Company.
(8) Includes options exercisable for 20,000 shares that were granted during
1996 and options exercisable for 85,715 shares that were repriced
during 1996.
(9) Includes $2,052 representing the dollar value of premiums paid by the
Company on a term life insurance policy on Mr. Gundy and $2,789
representing employer matching contributions under the Retirement Plan.
(10) Includes $4,365 representing the dollar value of premiums paid by the
Company on a term life insurance policy on Mr. Gundy and $2,500
representing employer matching contributions under the Retirement Plan.
(11) Represents the dollar value of premiums paid by the Company on a term
life insurance policy on Mr. Gundy.
(12) Includes options exercisable for 35,000 shares that were granted during
1996 and options exercisable for 1,613 shares that were repriced during
1996.
(13) These options were canceled in exchange for repriced options granted
during 1996.
</FN>
</TABLE>
-12-
<PAGE>
The following table discloses, for each of the Named Executive
Officers, options granted during the fiscal year ended December 31, 1996 and the
potential realizable values for such options:
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
--------------------------------------------------------------------- --------------------------
% of Total
Options/Shares
Granted to Exercise Market Price at
Options/SARs Employees in or Base Date of Expiration
Name Granted(#) Fiscal Year (1) Price Grant Date 5% (2) 10% (2)
- ---- ------------- --------------- ----------- -------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Tom Kartsotis -0- -- -- -- -- -- --
Kosta N. Kartsotis -0- -- -- -- -- -- --
Michael W. Barnes 50,000(3) 9.05% $6.625(4) $6.625 1/10/06 $208,321 $527,927
Richard H. Gundy 20,000(3) 3.62% $6.625(4) $6.625 1/10/06 $83,328 $211,170
85,715(5) 15.52% $10.00(6) $6.625 4/4/04 $539,057 $1,366,076
Randy S. Kercho 10,000(3) 1.81% $6.625(4) $6.625 1/10/06 $41,664 $105,585
25,000(7) 4.52% $8.25(4) $8.250 8/30/06 $129,709 $328,709
1,613(8) .29% $10.00(6) $6.625 2/14/04 $10,144 $25,707
- ------------------
<FN>
(1) Represents the percentage of options/shares granted to or repriced for
all employees during 1996.
(2) These dollar amounts represent the value of the option assuming certain
rates of appreciation from the market price of the Common Stock at the
date of grant. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Common Stock and overall
market conditions.
There can be no assurance that the amounts reflected in this column
will be achieved.
(3) These options were granted pursuant to the Incentive Plan and become
exercisable with respect to 50% of such options on the first
anniversary date of the grant, with respect to 25% of such options on
the second anniversary date of the grant, and as to 25% on the third
anniversary date of the grant, cumulatively.
(4) Pursuant to the Incentive Plan under which this option was granted, the
exercise price was the closing price of a share of Common Stock on the
Nasdaq National Market on the date of grant.
(5) These options were granted in exchange for 165,000 options awarded on
April 4, 1994 at an exercise price of $19.25 per share.
(6) These options were granted in cancellation and exchange for previously
awarded options at an exercise price above the fair market value of a
share of Common Stock on the NASDAQ National Market System on the date
of the grant.
(7) These options were granted pursuant to the Incentive Plan and become
exercisable with respect to 25% of such options as of the date of the
grant and with respect to 75% of such options on the third anniversary
date of the grant, cumulatively.
(8) These options were granted in exchange for 2,500 options awarded on
February 14, 1994 at an exercise price of $15.50 per share.
</FN>
</TABLE>
-13-
<PAGE>
The following table describes for each of the Named Executive Officers
options exercised and the potential realizable values for their options at
December 31, 1996:
AGGREGATED OPTION/SAR EXERCISES
AND OPTION/SAR VALUES AT DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
DECEMBER 31, 1996 (#) DECEMBER 31, 1996 (1)
--------------------------------- -----------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
TOM KARTSOTIS -- -- -- -- -- --
KOSTA N. KARTSOTIS -- -- -- -- -- --
MICHAEL W. BARNES N/A N/A 22,000(2) 42,050(3) $73,750 $236,178
RICHARD H. GUNDY N/A N/A 74,286(4) 51,429(5) $229,376 $216,877
RANDY S. KERCHO N/A N/A 19,209(6) 32,904(7) $86,685 $170,242
- ---------
<FN>
(1) Based on $13.50 Per share of common stock, which was the closing price
per share of common stock on december 31, 1996 on the nasdaq national
market, minus the exercise price of "in-the-money" options/sars.
(2) The exercise prices of such options are (i) $7.50 Per share with
respect to 12,000 options, (ii) $15.50 Per share with respect to 6,000
options, and (iii) $13.0625 Per share with respect to 4,000 options.
(3) The exercise prices of such options are (i) $15.50 Per share with
respect to 2,500 options, (ii) $13.0625 With respect to 5,550 options,
and (iii) $6.625 Per share with respect to 34,000 options.
(4) The exercise prices of such options are (i) $10.00 Per share with
respect to 64,286 options, and (ii) $13.0625 Per share with respect to
10,000 options.
(5) The exercise prices of such options are (i) $10.00 Per share with
respect to 21,429 options, (ii) $13.0625 With respect to 10,000
options, and (iii) $6.625 Per share with respect to 20,000 options.
(6) The exercise prices of such options are (i) $7.50 Per share with
respect to 8,000 options (ii) $10.00 Per share with respect to 1,209
options, (iii) $6.625 Per share with respect to 3,750 options, and (iv)
$8.25 Per share with respect to 6,250 options.
(7) The exercise prices of such options are (i) 10.00 Per share with
respect to 404 options (ii) $13.0625 Per share with respect to 3,750
options, (iii) $6.625 Per share with respect to 10,000 options, and
(iv) $8.25 Per share with respect to 18,750 options.
</FN>
</TABLE>
-14-
<PAGE>
The following table sets forth certain information with respect to each
of the executive officers of the company regarding the options that have been
repriced during the ten-year period prior to december 31, 1996. No sars were
repriced by the company during that period.
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF MARKET LENGTH OF
SECURITIES PRICE EXERCISE ORIGINAL
UNDERLYING OF STOCK AT PRICE AT OPTION TERM
OPTIONS/ TIME OF TIME OF REMAINING AT
SARS REPRICING REPRICING NEW DATE OF
REPRICED OR OR OR EXERCISE REPRICING OR
NAME DATE AMENDED AMENDMENT AMENDMENT PRICE AMENDMENT
---- ---- ----------- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard H. Gundy 1/10/96 165,000(1) $6.625 $19.25 $10.00 Approx. 8 yrs
Randy S. Kercho 1/10/96 2,500(2) $6.625 $15.50 $10.00 Approx. 8 yrs
Other Executive 1/10/96 2,500(2) $6.625 $15.50 $10.00 Approx. 8 yrs
Officers
- -------------------
<FN>
(1) These options were canceled in exchange for an award of 85,715 options
with an expiration date of 4/4/04.
(2) These options were canceled in exchange for an award of 1,613 options
with an expiration date of 2/14/04.
</FN>
</TABLE>
COMPENSATION ARRANGEMENTS
The Company has entered into letter agreements with Mr. Richard H.
Gundy and Mr. Mark D. Quick (the "Executives") dated April 1, 1994 and October
5, 1995, respectively, regarding the compensation to be paid to the Executive in
the event his employment is terminated by the Company prior to the third
anniversary of the Executive's employment with the Company (the "Expiration
Date"). In such event, the Executive is entitled to receive salary continuation
at his then current salary from the date of such termination until the
Expiration Date. No such payments shall be payable, however, in the event that
such Executive's employment is terminated by reason of his death or voluntary
termination prior to the Expiration Date. Each Executive's employment may be
terminated by either party effective upon written notice to the other party. The
Company negotiated the terms of the Executive's employment with the Company at
arm's length.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In March 1993, the Board of Directors established a Compensation
Committee to review and make recommendations to the Board of Directors regarding
the compensation of senior management and to administer the Incentive Plan. The
Committee is charged with reviewing with the Board of Directors all aspects of
compensation for the executive officers of the Company.
Compensation Philosophy.
The philosophy of the Company's compensation program is to employ,
retain and reward executives capable of leading the Company in achieving its
strategic business objectives. These objectives include achieving further growth
in its watch and fashion accessories businesses and capitalizing on growing
consumer awareness of the FOSSIL brand name by expanding the scope of its
product offerings to additional categories
-15-
<PAGE>
of fashion accessories. Additional objectives include preserving a strong
financial posture, increasing the assets of the Company and positioning the
Company's assets and business operations in selected international markets and
product segments that offer long term growth opportunities and enhance
stockholder value. The accomplishment of these objectives is measured against
conditions prevalent in the industry within which the Company operates, which,
in recent years have been highly competitive.
Compensation Vehicles.
The available forms of executive compensation currently include base
salary, cash bonus awards and incentive stock options. Performance of the
Company is a key consideration. The Company's compensation policy recognizes,
however, that stock price performance is only one measure of performance and,
given industry business conditions and the long term strategic direction and
goals of the Company, it may not necessarily be the best current measure of
executive performance. Therefore, the Company's compensation policy also gives
consideration to the Company's achievement of specified business objectives when
determining executive officer compensation. An additional objective of the
Compensation Committee in determining compensation has been to reward executive
officers with equity compensation in addition to salary in keeping with the
Company's overall compensation philosophy, which attempts to place equity in the
hands of its employees in an effort to further instill stockholder
considerations and values in the actions of all the employees and executive
officers.
Compensation paid to executive officers is based upon a Company-wide
salary structure consistent for each position relative to its authority and
responsibility compared to industry peers. Individual awards under the Incentive
Plan were determined on the basis of a subjective evaluation of the executive
officer's ability to influence the Company's long term growth and profitability,
including such factors as degree of management responsibility, performance of
departments under his management or supervision, excellence of work product,
commitment to accomplishing the Company's goals as reflected by time committed,
constructiveness of working relationships with other executive officers and
staff, and assumption of responsibility and initiative.
As of December 31, 1996, a total of 971,267 options under the Incentive
Plan were issued and outstanding to executive officers and other key employees.
These awards were intended to assure the stability of the Company's management
team as well as to provide incentives for individual performance that coincide
with the enhancement of stockholder value. The Committee believes that it is
important during this period of Company growth to use stock options for its
executive officers as a cornerstone of incentive compensation to tie their
success directly to the growth of stockholder value.
Stock Option Repricing
During 1996, the Compensation Committee offered to reprice certain
options held by various Company officers and other key employees in cancellation
and exchange of certain options awarded in prior years (the "Repricing").
Included in the group participating in the Repricing were Richard H. Gundy,
Executive Vice President and Randy S. Kercho, Senior Vice President, Chief
Financial Officer and Treasurer, each of whom is a Named Executive Officer. The
Compensation Committee believed that before the Repricing, the exercise prices
for such options were so significantly above the market value of the underlying
Common Stock that such options did not represent a meaningful short term
incentive to such officers. The new exercise price for such options in the
Repricing was above the fair market value of the Common Stock on the date of the
Repricing. See "Election of Directors - Executive Compensation - Ten-Year
Option/SAR Repricing."
Chief Executive Officer Compensation.
The Compensation Committee considered a number of factors in reviewing
and approving the Chief Executive Officer's (the "CEO") compensation for 1996.
In addition to stock price performance, the factors
-16-
<PAGE>
considered by the Committee included an evaluation of CEO compensation levels
for other comparable companies in the industry, the achievement of specified
business objectives during the prior fiscal year, including increasing the
market awareness of the FOSSIL brand, the expansion of the business into
additional accessory lines, improving revenues, income and operating cash flow,
and developing the ability of the Company to expand internationally. Based on
these considerations, a fiscal 1996 salary level of $262,500 was judged by the
Compensation Committee to be fair and appropriate for the most senior executive
officer of the Company, taking into account the level of salary compensation
paid to other executive officers of the Company and in comparison to the CEO's
industry peers. The CEO did not receive any grants of stock options in 1996.
Corporate Tax Deduction on Compensation.
Federal income tax legislation has limited the deductibility of certain
compensation paid to the CEO and the four other most highly compensated
executive officers of the Company to $1,000,000 annually to such officers. To
the extent readily determinable, and as one of the factors in its consideration
of compensation matters, the Compensation Committee takes into account any
anticipated tax treatment to the Company and to the executive officers of the
available compensation vehicles. Some types of compensation and the
deductibility of those expenses for federal income tax purposes depend upon the
timing of an executive's vesting or exercise of previously granted rights. In
addition, interpretation of, and changes in, the tax laws also affect the
deductibility of certain compensation expenses. To the extent reasonably
practicable, and to the extent it is within the Compensation Committee's
control, the Compensation Committee intends to limit executive compensation
under ordinary circumstances to that which is deductible under Section 162(m) of
the Internal Revenue Code of 1986. In doing so, the Compensation Committee may
utilize alternatives (such as deferring compensation or establishing performance
based compensation plans for covered employees) for qualifying executive
compensation for deductibility and may rely on grand fathering provisions with
respect to existing contractual commitments.
COMPENSATION COMMITTEE
Kenneth W. Anderson
Alan J. Gold
Donald J. Stone
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is or has been an officer or
employee of the Company or any of its subsidiaries or had any relationship
requiring disclosure pursuant to Item 404 of Regulation S-K. No executive
officer of the Company served as a member of the compensation committee (or
other board committee performing similar functions or, in the absence of any
such committee, the entire board of directors) of another corporation, one of
whose executive officers served on the Compensation Committee. No executive
officer of the Company served as a director of another corporation, one of whose
executive officers served on the Compensation Committee. No executive officer of
the Company served as a member of the compensation committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another corporation, one of whose
executive officers served as a director of the registrant.
-17-
<PAGE>
COMMON STOCK PERFORMANCE GRAPH
The following performance graph compares the cumulative return of the
Company's Common Stock since the date of the Company's initial public offering
on April 8, 1993 (the "Offering"), with that of the Broad Market (CRSP Total
Return Index of the NASDAQ Stock Market (US)) and the NASDAQ Retail Trade
Stocks. Each Index assumes $100 invested at April 8, 1993 and is calculated
assuming quarterly reinvestment of dividends and quarterly weighting by market
capitalization.
1996 COMPARATIVE TOTAL RETURNS
FOSSIL, INC., NASDAQ STOCK MARKET AND
NASDAQ STOCK MARKET RETAIL TRADES GROUP
(PERFORMANCE RESULTS THROUGH 12/31/96)
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
4/8/93 12/31/93 12/30/94 12/29/95 12/31/96
------ -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Fossil, Inc. 100 253.33 175.00 111.66 180.00
NASDAQ 100 116.83 114.20 161.51 198.67
Stock Market
NASDAQ 100 120.96 110.20 121.40 144.79
Retail Trades
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which became effective May 1, 1991, requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities (the "10% Stockholders"), to file reports of
ownership and
-18-
<PAGE>
changes of ownership with the SEC and the Nasdaq National Market. Officers,
directors and 10% Stockholders of the Company are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms so filed. Based
solely on review of copies of such forms received, the Company believes that,
during the last fiscal year, all filing requirements under Section 16(a)
applicable to its officers, directors and 10% Stockholders were timely met, with
the exception of Mr. Moore who filed one Form 4 with respect to fourteen
transactions during May 1996 one day late, and Mr. Barnes who failed to file a
Form 4 with respect to one transaction which was subsequently reported on a Form
5, which was timely filed.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
ELECTION OF EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
---------------------------------
-19-
<PAGE>
OTHER BUSINESS
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the Annual
Meeting, the person named in the accompanying proxy will vote the proxy as in
his discretion he may deem appropriate, unless directed by the proxy to do
otherwise.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the fiscal year ended
December 31, 1996 were the firm of Deloitte & Touche LLP. It is expected that
one or more representatives of such firm will attend the Annual Meeting and be
available to respond to appropriate questions. The Board of Directors of the
Company, on the recommendation of the Audit Committee, has selected the firm of
Deloitte & Touche LLP as the Company's independent accountants for the fiscal
year ending January 3, 1998.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals to be included in the proxy statement for the
next Annual Meeting must be received by the Company at its principal executive
offices on or before December 15, 1997 for inclusion in the Company's Proxy
Statement relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
T. R. Tunnell
Senior Vice President, Development
and Chief Legal Officer and Secretary
April 15, 1997
Richardson, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
-20-
<PAGE>
FOSSIL, INC.
2280 N. GREENVILLE AVENUE
RICHARDSON, TEXAS 75082
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints T.R. Tunnell and Randy S. Kercho, and
each of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated hereon, all of the
shares of the common stock of Fossil, Inc. (the "Company"), held of record by
the undersigned on March 31, 1997, at the Annual Meeting of Stockholders of the
Company to be held on May 22, 1997, and any adjournment(s) thereof.
(To Be Dated And Signed On Reverse Side)
^FOLD AND DETACH HERE^
CORPDAL:64599.1 25513-00002
<PAGE>
Please mark
your votes as X
indicated in
this example
1 PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS TO
HOLD this example OFFICE UNTIL THE NEXT ANNUAL ELECTION OF DIRECTORS BY
THE STOCKHOLDERS OR UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND
HAVE QUALIFIED.
[ ] FOR all nominees listed
(except as marked to the contrary)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
Tom Kartsotis Jal S. Shroff Donald J. Stone
Kosta N. Kartsotis Kenneth W. Anderson
Michael W. Barnes Alan J. Gold
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
Withhold:
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Dated: , 1997
------------------
--------------------------------------------
Signature
--------------------------------------------
Signature, If Held Jointly
Please execute this proxy
as your name appears
hereon. 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 the
president or other
authorized officer. If a
partnership, please sign in
partnership name by
authorized person. PLEASE
MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE.
^FOLD AND DETACH HERE^
CORPDAL:64599.1 25513-00002
