SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Annie's Homegrown, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined:
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(4) Proposed maximum aggregate value of the transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number ,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
SCHEDULE 14A
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(3) Filing Party:
Annie's Homegrown, Inc.
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(4) Date Filed:
September 29, 1997
ANNIE'S HOMEGROWN, INC.
180 SECOND STREET, SUITE 202
CHELSEA, MA 02150
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 27, 1997
---------------
Dear Stockholder:
It is with great pleasure that the directors and I invite you to attend
the Annual Meeting of Stockholders of Annie's Homegrown, Inc. (the "Company")
which will be held at 1:00 p.m. (Pacific Time) on Monday, October 27, 1997 at
the offices of Farella Braun & Martel LLP, 17th Floor, 235 Montgomery Street,
San Francisco, California, for the following purposes:
1. To elect a Board of Directors for the ensuing year.
2. To ratify the selection of the firm of KPMG Peat Marwick LLP as
auditors for the fiscal year ending March 31, 1998.
3. To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof.
Only stockholders of record at the close of business on September 22,
1997, the record date, are entitled to notice of, and to vote at, the Annual
Meeting.
By Order of the Board of Directors
Deborah Churchill Luster
Secretary
Chelsea, Massachusetts
September 29, 1997
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE BY RETURN MAIL PRIOR TO THE MEETING
DATE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. IF YOU ATTEND THE ANNUAL
MEETING, YOU MAY VOTE YOUR SHARES IN PERSON BY COMPLETING A BALLOT OR PROXY AT
THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE
ANNUAL MEETING.
ANNIE'S HOMEGROWN, INC.
180 2ND STREET, SUITE 202
CHELSEA, MA 02150
(617) 889-2822
-----------------
PROXY STATEMENT
-----------------
SEPTEMBER 29, 1997
Proxies in the form enclosed with this Proxy Statement are solicited by
the Board of Directors of Annie's Homegrown, Inc., a Delaware corporation (the
"Company") for use at the Annual Meeting of Stockholders of the Company to be
held on Monday, October 27, 1997, at 1:00 p.m. (Pacific Time), at Farella Braun
& Martel LLP, 17th Floor, 235 Montgomery Street, San Francisco, California and
any adjournments thereof (the "Meeting").
Only holders of the Company's common stock, $.001 par value per share
(the "Common Stock"), of record as of the close of business on September 22,
1997, the record date fixed by the Board of Directors, will be entitled to
notice of, and to vote at, the Meeting. As of the record date, 4,316,895 shares
of Common Stock of the Company were issued and outstanding. Holders of Common
Stock are entitled to cast one vote for each share held of record by them on
each proposal submitted to a vote at the Meeting. Stockholders may vote in
person or by proxy. Execution of a proxy will not in any way affect a
stockholder's right to attend the Meeting and vote in person. Any stockholder
giving a proxy has the right to revoke that proxy by (i) filing a later-dated
proxy or a written notice of revocation with the Secretary of the Company at the
address set forth above at any time before it is exercised, or (ii) voting in
person at the Meeting.
The persons named as attorneys in the proxy, Deborah Churchill Luster
and Neil Raiff, were selected by the Board of Directors and are directors and/or
officers of the Company. All properly executed proxies returned in time to be
counted at the Meeting will be voted as stated below under "Voting Procedures."
Any stockholder giving a proxy has the right to withhold authority to vote for
any individual nominee to the Board of Directors by so marking the proxy in the
space provided thereon. Where a choice has been specified on the proxy with
respect to the foregoing matters, including the election of directors, the
shares represented by the proxy will be voted in accordance with the
specifications and will be voted FOR any such proposal if no specification is
indicated.
In addition to the election of directors, the stockholders will
consider and vote upon a proposal to ratify the selection of the firm of KPMG
Peat Marwick LLP as the auditors for the fiscal year ending March 31, 1998, all
as further described in this Proxy Statement.
The Board of Directors of the Company knows of no other matters to be
presented at the Meeting. If any other matter should be presented at the Meeting
upon which a vote properly may be taken, including any proposal to adjourn the
Meeting, shares represented by all proxies received by the Board of Directors
will be voted with respect thereto in accordance with the judgment of the
persons named as attorneys in the proxies.
An Annual Report to Stockholders, containing financial statements for
the fiscal year ended December 31, 1996, was mailed previously to all
stockholders entitled to vote. This Proxy Statement and the form of proxy were
first mailed to stockholders on or about September 29, 1997.
VOTING PROCEDURES
The presence, in person or by proxy, of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting is necessary
to establish a quorum for the transaction of business. Shares represented by
proxies pursuant to which votes have been withheld from any nominee for
director, or which contain one or more abstentions are counted as present for
purposes of determining the presence or absence of a quorum for the Meeting.
All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted at the Meeting as specified in such proxies.
Directors are elected by a plurality of the votes cast, in person or by proxy,
at the Meeting. The seven nominees receiving the highest number of affirmative
votes of the shares present or represented and voting on the election of
directors at the Meeting will be elected as directors. Only shares that are
voted in favor of a particular nominee will be counted toward such nominee's
achievement of a plurality. Shares present at the Meeting that are not voted for
a particular nominee or shares present by proxy where the stockholder properly
withheld authority to vote for such nominee will not be counted toward such
nominee's achievement of a plurality. Votes at the Meeting will be tabulated by
one or more independent inspector of elections appointed by the Company.
For all other matters being submitted to stockholders at the Meeting,
the affirmative vote of the majority of shares present (in person or represented
by proxy) and voting on that matter is required for approval. Shares voted to
abstain, since they are not affirmative votes for the matter, will have the same
effect as votes against the matter.
SECURITY OWNERSHIP BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth as of September 1, 1997 certain
information regarding the ownership of the Company's voting securities by (i)
each person who, to the knowledge of the Company, beneficially owned more than
5% of the Company's voting securities outstanding at such date, (ii) each
director (or nominee for director) of the Company, (iii) each Named Executive
Officer (as defined below under "Compensation and Other Information Concerning
Directors and Officers--Executive Compensation") and (iv) all directors (and
nominees for director) and executive officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS (1) BENEFICIAL OWNERSHIP (2)(3) CLASS (4)
-------------------- --------------------------- ----------
<S> <C> <C>
Ann E. Withey (5) 1,704,209 37.97%
c/o Annie's Homegrown, Inc.
180 Second Street, Suite 202
Chelsea, MA 02150
Andrew M. Martin (6) 1,760,954 38.40%
c/o Annie's Homegrown, Inc.
200 Gate Five Road, Suite 211
Sausalito, CA 94965
Deborah Churchill Luster (7) 188,266 4.21%
Brady Bevis (8) 11,000 *
Patrick DeTemple - *
Paul Geffner - *
Kare Anderson (9) 25,438 *
All directors and executive officers 3,901,086 76.56%
as a group (9 persons) (10)
</TABLE>
- ------------------
* Less than 1% of total voting securities.
(1) Pursuant to rules of the Securities and Exchange Commission ("SEC"),
addresses are provided only for 5% beneficial owners.
2
(2) Except as otherwise noted in the footnotes to this table, each person
or entity named in the table has sole voting and investment power with
respect to all shares shown as owned, based on information provided to
the Company by the persons and entities named in the table.
(3) Shares of Common Stock subject to stock options exercisable within 60
days of September 1, 1997, are deemed outstanding for computing the
percentage of the person or group holding such securities.
(4) Percentage of beneficial ownership is calculated on the basis of the
amount of outstanding securities at September 1, 1997 (4,316,895) plus,
for each person, any securities that such person has the right to
acquire within 60 days pursuant to stock options or other rights.
(5) Includes 171,839 shares of Common Stock issuable upon exercise of
certain stock options granted pursuant to the Company's 1990 Incentive
Stock Option Plan.
(6) Includes 268,874 shares of Common Stock issuable upon exercise of
certain stock options granted pursuant to the Company's 1990 Incentive
Stock Option Plan.
(7) Includes 159,155 shares of Common Stock issuable upon exercise of
certain stock options granted pursuant to the Company's 1990 Incentive
Stock Option Plan; 3,000 shares owned beneficially for daughter, and
600 shares owned jointly with husband.
(8) Includes 10,000 shares of Common Stock issuable upon exercise of
certain stock options granted pursuant to the directors' compensation
package.
(9) Includes 9,948 shares of Common Stock issuable upon exercise of certain
stock options granted pursuant to the Company's 1990 Incentive Stock
Option Plan.
(10) Includes 778,812 shares of Common Stock issuable upon exercise of
certain stock options granted to directors and executive officers
pursuant to the Company's 1990 Incentive Stock Option Plan.
ELECTION OF DIRECTORS
(PROXY ITEM NO.1)
The Board of Directors of the Company has nominated the following
persons for election as directors of the Company at the Meeting (the
"Nominees"). All Nominees are currently members of the Company's Board of
Directors. The Nominees and the year they first joined the Board of Directors
are:
Nominee Year First Joined Board
------- -----------------------
Ann E. Withey 1989
Andrew M. Martin 1989
Deborah Churchill Luster 1991
Brady Bevis 1995
Patrick DeTemple 1996
Paul Geffner 1996
Kare Anderson 1996
The directors of the Company are elected annually and hold office until
the next Annual Meeting of Stockholders and until their successors have been
elected and qualified or until their earlier death, resignation or removal. The
Board of Directors knows of no reason why any Nominee should be unwilling or
unable to serve, but if such should be the case, proxies will be voted for the
election of a substitute nominee nominated by the Board of Directors or the
Board of Directors may vote to fix the number of directors at a lesser number,
but not less than three (3). A plurality of the votes cast by the holders of
Common Stock present or represented by proxy and entitled to vote at the Meeting
is required for the election of a Nominee. See "Voting Procedures" above.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE
NOMINEES AS DIRECTORS OF THE CORPORATION
3
COMPENSATION OF DIRECTORS
The Board of Directors has the authority to determine a fixed sum to be
paid to directors for attendance at each meeting of the Board or a stated salary
as a director. Directors may be reimbursed for certain expenses in connection
with attendance at Board and committee meetings. No such payment shall preclude
any director from serving the Company in any other capacity and receiving
compensation therefor. Members of special or standing committees of the Board
may be allowed like compensation for attending committee meetings. Except as set
forth above, no director is, or will be, paid any salary, fees or other
compensation for services as a director, except for shares and stock options
which may be granted from time to time to non-employee members of the Board of
Directors pursuant to the 1996 Option Plan.
Each non-employee director elected on or after January 1, 1996 is
eligible to receive stock options to purchase 1,000 shares of Common Stock at an
exercise price equal to the fair market value of such Common Stock at the date
of grant pursuant to the Company's 1996 Stock Plan. All stock options become
vested on the first anniversary of the date of grant and would expire if not
exercised within three years after becoming vested.
INFORMATION CONCERNING DIRECTORS
The Board of Directors met two (2) times during the twelve months ended
December 31, 1996, and three (3) times during the fifteen month period ended
March 31, 1997, the Company's new fiscal year. The Board of Directors has an
Audit Committee to review the results and scope of the Company's financial
statements and other services provided by the Company's independent auditors.
The Audit Committee consists of Messrs. Geffner, DeTemple and the Company's
Chief Financial Officer, Mr. Raiff. The Audit Committee did not meet during the
fifteen month period ended March 31, 1997. The Board of Directors does not
currently have a standing compensation committee or nominating committee. Each
of the directors attended at least 75% of the aggregate of all meetings of the
Board of Directors which were held during his or her period of service during
calendar year 1996.
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the Nominees to be voted upon at the
Meeting and the executive officers of the Company, their ages, and the positions
currently held by such persons with the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Ann E. Withey 34 Inspirational President and Director
Andrew M. Martin 42 Chairman, Chief Executive Officer and Director
Deborah Churchill Luster 34 Vice Chairman, Corporate Secretary and Director
Paul Nardone 29 President and Chief Operating Officer
Neil Raiff 40 Chief Financial Officer and Treasurer
Brady Bevis 52 Director
Patrick DeTemple 45 Director
Paul Geffner 43 Director
Kare Anderson 47 Director
</TABLE>
ANN E. WITHEY co-founded the Company in 1989 and is a director and the
Company's Inspirational President. Ms. Withey has served as a director of the
Company since 1989. Ms. Withey's responsibilities include new product
development and consumer correspondence and relations. Approximately 95% of Ms.
Withey's time is devoted to the Company's matters. Ms. Withey was co-founder of
Smartfood, Inc. and creator of the original recipe for Smartfood Popcorn.
Smartfood, Inc. was sold to Frito-Lay a division of PepsiCo in 1989. Ms. Withey
and her husband own and operate a small organic produce farm in Connecticut. Ms.
Withey actively supports a variety of programs that benefit women, children,
education and the environment. Ms. Withey holds a B.A. degree from the
University of Connecticut.
4
ANDREW M. MARTIN co-founded the Company and is the Company's Chairman
and Chief Executive Officer. Mr. Martin participates in all aspects of the
Company's development, including strategic planning, product development,
finance, management, sales and marketing. Mr. Martin was a co-founder, President
and Chairman of Smartfood, Inc. Mr. Martin spends approximately 90% of his time
on matters relating to the Company. Mr. Martin actively supports a variety of
programs that benefit women, children, education, and the environment. He has
also created several successful programs to benefit the homeless and the
environment including S.A.V.E., Be Green(R), Bottle Bag, and the Company's
community programs. Mr. Martin holds several national and international patents
and has received various awards for technology excellence, human rights
advocacy, and philanthropy.
PAUL NARDONE is the Company's President and Chief Operating Officer.
Mr. Nardone is responsible for managing the Company's strategic national sales
plan. In 1988, Mr. Nardone founded The Olde Boston Snacks brand which is
distributed by Galaxy Foods, Inc., which he continues to serve in an advisory
capacity. In 1990, Mr. Nardone founded New England Snacks, Inc., a regional
snack food distributorship. In March, 1992, New England Snacks, Inc. was sold to
Alternative Distributors where Mr. Nardone was Vice President of Sales until
joining the Company in 1994. Mr. Nardone holds a B.A. degree from Tufts
University.
DEBORAH CHURCHILL LUSTER is the Company's Vice Chairman and Secretary.
She has been a director since 1991. From January 1991 through October 1996, Ms.
Churchill Luster served as the Company's President. Ms. Churchill Luster is the
Company's principal spokesperson. She has been honored by many groups on behalf
of issues relating to women, business and the environment. Ms. Churchill Luster
works closely with the Company's Chief Operating Officer and Treasurer in
directing Company matters. Prior to joining the Company in May 1990, Ms.
Churchill was a District Loan Officer, in charge of all loan operations in
Northern California, with Glendale Federal Bank of San Mateo California. Ms.
Churchill Luster holds a B.A. in Economics from the University of California at
Santa Barbara.
NEIL RAIFF is the Company's Chief Financial Officer and Treasurer. From
1989 to September 1994, Mr. Raiff served in this capacity as an independent
contractor. In October 1994, Mr. Raiff became a part-time employee, and in May
1995 he joined the Company on a full-time basis. Mr. Raiff is responsible for
all financial and administrative functions of the Company including financial
forecasting and strategic planning, expense control, accounting, and banking and
insurance relationships. From 1991 to May 1995, Mr. Raiff was a public
accountant in private practice. Mr. Raiff holds a B.S. in Accountancy from
Bentley College, and is a certified public accountant.
BRADY BEVIS has been a director since 1995. Ms. Bevis is a public
interest lawyer and businesswoman, and currently is the Program Coordinator for
the Bay Area Multimedia Partnership. Ms. Bevis was formerly on the Board of
Supervisors for the County of Marin, California, during which she ended the
17-year polarization over the conversion of Hamilton Air Force Base and started
a collaborative process for planning its future. Prior to elected office, Ms.
Bevis was Chair of the Marin SANE/Freeze, active in the nationwide Lawyers
Alliance on Nuclear Policy, and the Marin County Peace Conversion Commission.
Ms. Bevis was a founding member of Marin Action, Exodux - establishing
residential treatment facilities for autistic children, and the Marin County
Commission on Homelessness. In addition, Ms. Bevis has served on the Boards of
Directors for numerous organizations including The California Council on
Partnerships, Marin Conservation League, and the California Elected Women's
Association for Education and Research.
PATRICK DETEMPLE has been a director of the Company since 1996. Mr.
DeTemple is an attorney with a history of commitment to social issues. Mr.
DeTemple has extensive experience in community, labor and political organizing,
negotiations, and campaigns. As an attorney, Mr. DeTemple practiced immigration
law and has worked with labor organizations (United Farm Workers, Service
Employees), community groups, and political organizations (California Democratic
Party and various candidates). In 1989 and 1990, Mr. DeTemple served as the
National Field Director for Earth Day 1990. He also has served as an attorney
for the City of Cambridge, Massachusetts, and as a senator's chief of staff in
the Massachusetts legislature. During the 1980's, Mr. DeTemple traveled, worked,
wrote and spoke extensively on events in Central America and the Philippines.
Mr. DeTemple holds degrees from Brown, Northeastern, and Harvard Universities,
and is a member of the state bar associations of Massachusetts and California.
5
PAUL GEFFNER has been a director of the Company since 1996. Mr. Geffner
owns Escape From New York Pizza, Inc., which operates a group of three pizza
restaurants in San Francisco. Mr. Geffner founded Captain Video, a chain of
video stores in Northern California, which he sold in 1988. Mr. Geffner has
assisted in the creation and development of many different retail ventures
including a juice and yogurt bar (Fruitopia), a women's clothing store, and an
event production company. Mr. Geffner has been a Big Brother for seventeen years
and wrote and produced commercials for Big Brothers of California, which
received an Emmy award in 1990.
KARE ANDERSON has been a director of the Company since 1996. Ms.
Anderson is an author and speaker who translates research on instinctual
reactions into techniques to inspire support for an idea or product. Ms.
Anderson has served as a senator's chief of staff in the California legislature;
reporter for various newspapers, including The Wall Street Journal and Le Monde;
producer for "Inside Sacramento," a syndicated radio feature, and was the
Pacific Telephone Company's first Cable TV and Wideband Division Director. Ms.
Anderson received an Emmy award for television political commentaries, and is
co-founder of nine women's political action committees.
COMPENSATION AND OTHER INFORMATION
CONCERNING DIRECTORS AND OFFICERS
EXECUTIVE COMPENSATION
The following table sets forth for the fiscal years ended December 31,
1994, 1995, 1996, and March 31, 1997, a summary of compensation awarded to,
earned by or paid to the Company's Chief Executive Officer and each of its four
other most highly compensated executive officers (the "Named Executive
Officers") at March 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES
NAME AND YEAR UNDERLYING ALL OTHER
PRINCIPAL SALARY(1) BONUS(2) OPTIONS(3) COMPENSATION(4)
POSITION
($) ($) (#)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ANDREW M. MARTIN 1997 $ 21,000 $ -- -- $ 8,250
Chief Executive Officer ----
1996 75,000 -- -- --
----
1995 84,000 -- -- --
----
1994 84,000 -- 37,302 --
----
ANN E. WITHEY 1997 21,000 -- -- --
Inspirational President ----
1996 75,000 -- -- --
----
1995 84,000 -- -- --
----
1994 84,000 -- 15,667 --
----
PAUL NARDONE 1997 19,500 $ 7,958 -- --
President, Chief ----
Operating Officer 1996 61,000 -- -- --
----
1995 56,250 -- -- --
----
1994 13,750 -- 9,699 --
----
NEIL RAIFF 1997 15,000 -- -- --
Chief Financial ----
Officer, Treasurer 1996 60,000 -- -- --
----
1995 68,000 -- -- --
----
1994 9,000 -- 5,409 --
----
DEBORAH CHURCHILL LUSTER 1997 6,250 -- -- --
Secretary ----
1996 37,500 -- -- --
----
1995 60,000 -- -- --
----
1994 39,500 -- 11,191 --
----
</TABLE>
(1) Amounts shown do not include the cost to the Company of personal
benefits, the value of which did not exceed 10 percent of the aggregate
salary and bonus compensation for each Named Executive Officer.
6
(2) Pursuant to an Employment Agreement between Mr. Nardone and the Company
dated November 26, 1996, Mr. Nardone receives a quarterly cash bonus
and a fixed number of stock options based on the amount by which the
Company's actual performance exceeds budget during the preceding
quarter. Mr. Nardone has earned, and is owed, for the three month
period ended March 31, 1997, stock options to purchase 12,500 shares of
Common Stock. Such stock options have not been granted by the Board of
Directors. The Board of Directors anticipates granting these stock
options under the Company's stockholder-approved 1996 Stock Plan,
together with other stock options which Mr. Nardone may have earned,
during 1997. Such stock options would be granted at the fair market
value on the date of grant.
(3) Mr. Martin's and Ms. Withey's stock options were granted effective
December 31, 1994 pursuant to the Company's stockholder-approved 1990
Incentive Stock Option Plan at $5.90 per common share which, on the
date of grant, was equal to or exceeded 110% of the fair market value
of the Common Stock. Messrs. Nardone's and Raiff's, and Ms. Churchill
Luster's stock options were granted effective December 31, 1994
pursuant to the Company's stockholder-approved 1990 Incentive Stock
Option Plan at $5.36 per common share. All of the foregoing options
vested when granted and will expire on January 2, 1999.
(4) Amount shown includes interest at the rate of 11% per annum on a note
due to the Company from Mr. Martin in the amont of $75,000.
OPTION GRANTS IN LAST FISCAL YEAR
No stock options were granted to the Named Executive Officers in
calendar 1996 or during the fifteen month period ended March 31, 1997.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of stock options during the fifteen
months ended March 31, 1997 and unexercised stock options held as of March 31,
1997.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT FY- FY-END ($) (1)
SHARES ACQUIRED END EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE UNEXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- -------------
<S> <C> <C> <C>
Andrew M. Martin, Chief Executive Officer -- 268,874 / 0 $1,177,030 / $0
Ann E. Withey, Inspirational President -- 171,839 / 0 $798,621 / $0
Paul Nardone, President, Chief Operating Officer -- 9,699 / 0 $6,207 / $0
Neil Raiff, Chief Financial Officer, Treasurer -- 149,297 / 0 $734,118 / $0
Deborah Churchill Luster, Secretary -- 159,155 / 0 $758,558 / $0
</TABLE>
- -----------------------
(1) Calculated based on the initial public offering price of the Company's
Common Stock ($6.00), minus the exercise price of the option
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Andrew M. Martin, Chairman and Chief Executive Officer, of the Company
is a stockholder of Simple Packaging Solutions, Inc. ("Simpak") with which he
previously held similar offices. Neil Raiff, Chief Financial Officer and
Treasurer of the Company also previously held similar offices for Simpak. Ann E.
Withey and Deborah Churchill Luster are stockholders of Simpak. Simpak has
borrowed from the Company for which loans it was charged interest at the rate of
11%. As of March 31, 1997, there was no outstanding balance due from Simpak.
7
Andrew M. Martin borrowed $75,000 from the Company on June 30, 1995
pursuant to an unsecured demand note bearing interest at 11% per anum. The
Company does not anticipate making any future material loans to Mr. Martin on
similar terms.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Not applicable.
PROPOSAL TO RATIFY SELECTION OF AUDITORS (PROXY ITEM NO. 2)
The Board of Directors, upon the recommendation of the Audit Committee,
has selected the firm of KPMG Peat Marwick LLP, independent certified public
accountants, to serve as auditors for the fiscal year ending March 31, 1998.
KPMG Peat Marwick LLP has served as the Company's auditors for the past three
(3) fiscal years. Representatives of KPMG Peat Marwick LLP are not expected to
be in attendance at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF
KPMG PEAT MARWICK LLP AS AUDITORS
STOCKHOLDER PROPOSALS
It is contemplated that the next Annual Meeting of Stockholders will be
held on or about October 26, 1998. To be eligible for inclusion in the proxy
statement to be furnished to all stockholders entitled to vote at the next
Annual Meeting, proposals must comply with Securities and Exchange Commission
rules and regulations and be received at the Company's principal executive
offices not later than May 25, 1998. In order to avoid controversy as to the
date on which a proposal was received by the Company, it is suggested that any
stockholder who wishes to submit a proposal submit such proposal by Certified
Mail, Return Receipt Requested.
EXPENSES AND SOLICITATION
The costs of printing and mailing proxies will be borne by the Company.
In addition to soliciting stockholders by mail through its regular employees,
the Company may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Company registered
in the names of a nominee and, if so, will reimburse such banks, brokers and
other custodians, nominees and fiduciaries for their reasonable out-of-pocket
costs. Solicitation by officers and employees of the Company may also be made of
some stockholders following the original solicitation.
OTHER BUSINESS
The Board of Directors knows of no other items that are likely to be
brought before the Meeting except those that are set forth in the foregoing
Notice of Annual Meeting of Stockholders. If any other matters properly come
before the Meeting, the persons designated on the enclosed proxy will vote in
accordance with their judgment on such matters.
By Order of the Board of Directors
Deborah Churchill Luster
Secretary
Chelsea, Massachusetts
September 29, 1997
ANNIE'S HOMEGROWN, INC. WILL FURNISH WITHOUT CHARGE TO EACH PERSON A
COPY OF THIS PROXY STATEMENT, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, UPON RECEIPT OF A WRITTEN
REQUEST SENT TO THE SECRETARY OF ANNIE'S HOMEGROWN, INC., 180 SECOND STREET,
SUITE 202, CHELSEA, MASSACHUSETTS, 02150.
8
ANNIE'S HOMEGROWN, INC.
180 SECOND STREET, SUITE 202
CHELSEA, MASSACHUSETTS 02150
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 27, 1997
The undersigned hereby appoints Deborah Churchill Luster and Neil Raiff,
P and each of them singly, true and lawful agents and proxies for the
undersigned, with full power of attorney and power of substitution, to
R represent the undersigned and vote all shares of capital stock of any class
which the undersigned is entitled to vote at the Annual Meeting of
O Stockholders (the "Meeting") of Annie's Homegrown, Inc. (the "Company") to
be held on Monday, October 27, 1997, at 1:00 p.m. at the offices of Farella
X Braun & Martel LLP, 17th Floor, 235 Montgomery Street, San Francisco,
California, and at any adjournment thereof, upon the matters set forth in
Y the Notice of Annual Meeting of Stockholders and accompanying Proxy
Statement, each dated September 29, 1997, receipt of which is hereby
acknowledged.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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DETACH HERE
[ X ] Please mark
votes as in
this example
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY,
WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR, WHERE NO DIRECTION
IS GIVEN, WILL BE VOTED FOR THE ELECTION OF ALL NOMINEE DIRECTORS AND FOR
THE PROPOSAL IN ITEM 2. A VOTE TO TRANSACT SUCH OTHER BUSINESS AS MAY BE
PROPERLY TAKEN UNDER ITEM 3 WILL BE VOTED IN ACCORDANCE WITH THE JUDGEMENT
OF THE PERSONS HEREINBEFORE NAMED AS ATTORNEYS.
1. To elect a Board of Directors 2. To ratify the selection of the
for the ensuing year, NOMINEES: firm of KPMG Peat Marwick LLP as
Anne E. Withey, Andrew Martin, auditors of the Company for the
Deborah Churchill Luster, Brady ficscal year ending March 31, 1998.
Bovis, Patrick DeTemple, Paul
Geffner and Kare Anderson. FOR AGAINST ABSTAIN
[ ] [ ] [ ]
FOR WITHHELD MARK HERE [ ]
[ ] [ ] IF YOU PLAN
TO ATTEND 3. To transact such other business
THE MEETING as may properly come before the
Meeting and any adjournment
MARK HERE [ ] thereof.
FOR ADDRESS
CHANGE AND THIS PROXY GRANTS DISCRETIONARY
[ ]__________________ NOTE BELOW AUTHORITY TO VOTE FOR A SUBSTITUTE
For all nominees except NOMINEE OF THE BOARD OF DIRECTORS
as noted above IF ANY NOMINEE FOR DIRECTOR LISTED
HEREIN IS UNABLE TO SERVE, OR FOR
GOOD CAUSE WILL NOT SERVE AS A
DIRECTOR (UNLESS AUTHORITY TO VOTE
FOR ALL NOMINEES OR FOR THE
PARTICULAR NOMINEE WHO CEASED TO BE
A CANDIDATE IS WITHHELD).
STOCKHOLDERS WHO ATTEND THE ANNUAL
MEETING OF STOCKHOLDES MAY VOTE IN
PERSON EVEN THOUGH THEY HAVE
PREVIOUSLY MAILED THIS PROXY.
PLEASE DATE, SIGN AND RETURN THIS
PROXY PROMPTLY IN THE ENCLOSED
PRE-PAID, PRE-ADDRESSED ENVELOPE.
IMPORTANT: Please date this Proxy
and sign exactly as your name
appear(s) hereon. If stock is held
jointly, each owner should sign. If
signing as attorney, executor,
administrator, trustee, guardian or
other fiduciary please give your
full title as such.
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