SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) 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 Section 240.14a-11(c) or Section 240.14a-12
CONCEPTS DIRECT, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CONCEPTS DIRECT, INC.
2950 Colorful Avenue
Longmont, Colorado 80504
-------------------
Notice of Annual Meeting of Stockholders
To Be Held on May 2, 2000
-------------------
TO THE STOCKHOLDERS OF CONCEPTS DIRECT, INC.:
The Annual Meeting of Stockholders of Concepts Direct, Inc. (the
"Company") will be held at the Company offices at 2950 Colorful Avenue,
Longmont, Colorado 80504, on May 2, 2000, at 9:00 A.M., local time, for the
following purposes:
1. To elect seven directors for the ensuing year;
2. To ratify the appointment of Ernst & Young LLP as the
independent public accountants for the Company for the
fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The close of business on March 6, 2000 has been fixed as the record
date for the Annual Meeting. All stockholders of record as of that date are
entitled to notice of and to vote at the meeting and any adjournments thereof.
A copy of the Company's Annual Report to Stockholders for the fiscal
year ended December 31, 1999, is included with this Proxy Statement.
By Order of the Board of Directors
H. Franklin Marcus, Jr.
Secretary
April 3, 2000
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY. YOU MAY WITHDRAW THIS PROXY AT
ANY TIME BEFORE YOUR SHARES ARE ACTUALLY VOTED AND MAY VOTE YOUR OWN SHARES IF
YOU ATTEND THE MEETING IN PERSON.
<PAGE>
CONCEPTS DIRECT, INC.
2950 Colorful Avenue
Longmont, Colorado 80504
PROXY STATEMENT
TO BE MAILED ON OR ABOUT APRIL 5, 2000
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 2000
The enclosed proxy is solicited by and on behalf of the Board of
Directors of Concepts Direct, Inc. (the "Company") for use at the Annual Meeting
of Stockholders of the Company to be held May 2, 2000, or any adjournments
thereof. If sufficient proxies are not returned in response to this
solicitation, supplementary solicitations may be made by mail or by telephone,
telegraph, electronic means or personal interview by directors, officers, and
regular employees of the Company, none of whom will receive additional
compensation for these services. Costs of solicitation of proxies will be borne
by the Company, which will reimburse banks, brokerage firms, and other
custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses
incurred by them in forwarding proxy materials to the beneficial owners of stock
held by them. The Company has also retained Corporate Investor Communications,
Inc., of Carlstadt, New Jersey, to assist in the solicitation of proxies of
stockholders whose shares are held in street name by brokers, banks and other
institutions at an approximate cost of $1,000 plus out-of-pocket expenses. Such
solicitation will be made by mail or by telephone, telegraph, electronic means
or personal interview. These costs will also be borne by the Company.
The shares represented by all properly executed proxies received by the
Secretary of the Company and not revoked will be voted for the election of the
directors nominated and for the ratification of Ernst & Young LLP as independent
public accountants for the Company for the fiscal year ending December 31, 2000,
unless the stockholder directs otherwise in the proxy, in which event such
shares will be voted in accordance with such directions. Any proxy may be
revoked at any time before the shares to which it relates are voted either by
giving written notice delivered to the Secretary of the Company (which may be in
the form of a substitute proxy) or by attending the meeting and voting in
person.
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<PAGE>
The Board of Directors has fixed the close of business on March 6, 2000
as the record date for the Annual Meeting. In accordance with applicable law,
all the stockholders of record on the record date are entitled to receive notice
of, and to vote at, the Annual Meeting and any adjournments thereof. On the
record date there were issued and outstanding 4,985,618 shares of the Company's
common stock, $.10 par value (the "Common Stock"). All of such shares were of
one class, with equal voting rights, and each holder thereof is entitled to one
vote on all matters voted on at the Annual Meeting for each share registered in
such holder's name. Presence in person or by proxy of holders of 2,492,810
shares of Common Stock will constitute a quorum at the Annual Meeting.
Abstentions, votes withheld in the election of directors and broker non-votes
are counted as present for purposes of determining a quorum. Assuming a quorum
is present, the directors shall be elected by a plurality of votes cast by the
holders of shares represented and entitled to vote at the Annual Meeting. With
regard to the election of directors, stockholders may vote in favor of all
nominees, withhold their votes as to all nominees or withhold their votes as to
specific nominees. Votes withheld and broker non-votes will have no effect on
the outcome of the election of directors. The affirmative vote by the holders of
a majority of the shares of Common Stock voting at the Annual Meeting will be
required to act on all other matters to come before the Annual Meeting,
including the ratification of the selection of Ernst & Young LLP as independent
auditors for the current fiscal year. With respect to all proposals presented to
stockholders other than the election of directors, abstentions are counted as
votes against in tabulations of the votes cast on proposals, whereas broker
non-votes are not counted for purposes of determining whether a proposal has
been approved.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information regarding beneficial ownership as
of March 6, 2000 of Common Stock by the Company's directors individually, the
executive officers named in the Summary Compensation Table individually, the
Company's directors and executive officers as a group, and persons known to the
Company to be beneficial owners of more than 5% of the Common Stock.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership(1) of Class
---------------- ----------------------- --------
Executive Officers and Directors
- --------------------------------
Phillip A. Wiland 1,322,900(2) 25.83
2950 Colorful Avenue
Longmont, CO 80504
Virginia B. Bayless 13,500 *
835 S. Garfield
Denver, CO 80209
Michael T. Buoncristiano 63,063(3) 1.23
409 Washington Street, Suite 398
Hoboken, NJ 07030
Robert L. Burrus, Jr. 15,333 *
One James Center
Richmond, VA 23219
H. Franklin Marcus, Jr. 93,196 1.82
2950 Colorful Avenue
Longmont, CO 80504
Phillip D. White
200 Camden Place
Boulder, CO 80302 86,433(4) 1.69
Page 2
<PAGE>
J. Michael Wolfe 208,000 4.06
2950 Colorful Avenue
Longmont, CO 80504
Stephen R. Polk 115,333(5) 2.25
26955 Northwestern Highway
Southfield, MI 48034
All Directors and Executive Officers 1,932,848(6) 38.47
as a Group (9 Persons)
5% Owners
- ---------
Laifer Capital Management, Inc. 1,083,300(7) 21.15
114 West 47th Street
New York, NY 10036
Safeco Asset Management Company 914,700(8) 17.86
601 Union Street
Seattle, WA 98101
- ----------------
* Does not exceed 1% of the outstanding shares of the Company
(1) Except as described in footnotes (2), (3), (4) and (5) below, each
individual has sole voting power and sole investment power with respect to the
Common Stock set forth opposite his name. Includes, as to Ms. Bayless, 2,000
shares, as to Mr. Polk, 2,667 shares, as to Messrs. Buoncristiano, White and
Burrus, 5,333 shares each, as to Mr. Marcus and Mr. Wiland, 18,000 shares each
and as to Mr. Wolfe, 36,000 shares of Common Stock, which could be acquired
through exercise of stock options within 60 days.
(2) Includes 1,310,000 shares owned in joint tenancy by Mr. Wiland and
his wife, who share voting and investment power as to the shares, and 12,900
shares held by Mr. Wiland as custodian for his minor children under the Uniform
Gifts to Minors Act and for which Mr. Wiland has sole voting and investment
power.
(3) Includes 62,063 shares owned directly by Mr. Buoncristiano and
1,000 shares with which he shares voting and dispositive power with Louise
Buoncristiano.
(4) Includes 74,633 shares owned directly by Mr. White and 9,700 shares
held in a family limited partnership and 2,100 owned by his child for which Mr.
White has shared voting and investment power.
(5) Stephen R. Polk, a Director of the Company, is Chairman of the
Board and Chief Executive Officer of R.L. Polk & Co., and may by virtue of these
Page 3
<PAGE>
positions be deemed to share voting and investment power over 100,000 shares
owned by R.L. Polk & Co. Mr. Polk disclaims beneficial ownership and any such
shared control of shares owned by R.L. Polk & Co.
(6) Includes 102,666 shares of Common Stock which could be acquired
through exercise of stock options within 60 days. Beneficial ownership of
100,000 shares is disclaimed.
(7) Ownership information is based on the Schedule 13D filed on
December 10, 1999. According to this Schedule 13D, Laifer Capital Management,
Inc. holds 606,000 shares with sole voting and dispositive power and 477,300
shares with shared dispositive power.
(8) Ownership information is based on the Schedule 13G filed on January
28, 2000. According to the Schedule 13G, Safeco Asset Management Company is an
investment advisor and the reported shares are owned beneficially by registered
investment companies for which Safeco Asset Management serves as investment
advisor, as follows: Safeco Common Stock Trust, 479,500 shares and Safeco
Resources Series Trust, 435,200 shares. Safeco Asset Management Company shares
voting and dispositive power.
Page 4
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Action will be taken at the Annual Meeting to elect a Board of Directors
of seven members. Unless otherwise instructed on the proxy, the shares
represented by proxies will be voted for the election as directors of all of the
nominees named below. Each of the nominees has consented to being named as a
nominee and has agreed that, if elected, he or she will serve on the Board of
Directors for a term which will run until the next annual meeting of
stockholders and until his or her successor has been elected. If any nominee
becomes unavailable for any reason, the shares represented by proxies may be
voted for a substitute nominee designated by the Board of Directors.
The following table sets forth certain information as to the nominees.
Name, Age, Principal Occupation Director
and other information Since
- ------------------------------- --------
PHILLIP A. WILAND (53) 1992
Chairman of the Company since 1992.
Chief Executive Officer of the Company
from 1992 until 2000. Chief Executive Officer
of iConcepts, Inc. and BOTWEB, Inc. beginning
in 2000. President and Chief Executive Officer
of Wiland Services, Inc. from 1971 to 1992.
VIRGINIA B. BAYLESS (44) 1998
President of Bayless & Associates, Inc., a
strategic financial planning services company,
since 1993. Vice President and stockholder, The
Wallach Company, an investment banking company
specializing in mergers and acquisitions, from
1986 to 1992.
MICHAEL T. BUONCRISTIANO (58) 1992
President, AVANTI! Marketing Solutions, Inc.
since 1990. Executive Vice President of Wiland
Services, Inc. from 1986 to 1989.
ROBERT L. BURRUS, JR. (65) 1992
Chairman, Law Firm of McGuire, Woods, Battle &
Boothe LLP, Richmond, Virginia, since 1990.
Director, CSX Corporation, Heilig-Meyers
Company, S&K Famous Brands, Inc.
and Smithfield Foods, Inc.
Page 5
<PAGE>
Name, Age, Principal Occupation Director
and other information Since
- ------------------------------- --------
STEPHEN R. POLK (44) 1992
Chairman of the Board and Chief Executive Officer, R.L.
Polk & Co., a direct marketing company, since 1994.
Previous employment with R.L. Polk & Co. includes
position as President, 1990 to 1994.
PHILLIP D. WHITE (53) 1992
Associate Professor and past Chairman of
Marketing, College of Business and Administration,
University of Colorado at Boulder since 1976 (on
leave). Lecturer and writer on marketing. Ph.D.
in Marketing, University of Texas, 1976. President,
Phillip D. White & Associates, Inc. since 1996.
J. MICHAEL WOLFE (41) 1998
President and Chief Operating Officer of the
Company since 1992 and Chief Executive Officer
beginning in 2000. Vice President of Wiland
Services from 1987 to 1992.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held five meetings during 1999. Each incumbent
director attended 75% or more of the aggregate of (1) such meetings of the Board
of Directors and (2) the total number of meetings held by all committees of the
Board of Directors on which he or she served.
Committees of the Board
The standing committees of the Board of Directors include an Audit
Committee and a Compensation and Nominations Committee.
Messrs. Polk, White and Buoncristiano and Ms. Bayless are the members of
the Audit Committee, which met four times in 1999. The Audit Committee's primary
functions are to monitor and to review on behalf of the Board of Directors the
Company's financial reports and financial reporting structure; internal control
structure regarding finance, accounting and financial reporting; and compliance
with law. In carrying out its responsibilities, the Audit Committee annually
reviews the independence and performance of the Company's outside auditors and
recommends to the Board of Directors the firm to be employed to conduct the
annual financial audit. The Audit Committee reports to the full Board of
Directors on all matters within the Audit Committee's responsibilities.
Page 6
<PAGE>
Messrs. Burrus, Polk, White and Buoncristiano are the members of the
Compensation and Nominations Committee, which met two times in 1999. The
principal functions of the Compensation and Nominations Committee are to review
and set the direct and indirect compensation of the directors and officers of
the Company, to administer the Company's incentive compensation and stock option
plans and to nominate candidates to the Board of Directors. The Committee also
considers nominations for director made by stockholders of the Company. The
Committee reviews the salaries and bonuses for all officers and certain other
executives, recommends special benefits and perquisites for management, consults
with management regarding employee benefits and general personnel policies, and
recommends persons to be considered for election to the Board of Directors,
membership on committees of the Board of Directors, and positions as executive
officers of the Company. Recommendations by stockholders of persons to serve on
the Board of Directors should be submitted to the Compensation and Nominations
Committee in care of the Secretary of the Company. The stockholder recommending
a person to serve on the Board of Directors should submit the following
information by February 2, 2001 in writing to the Office of Secretary, Concepts
Direct, Inc., 2950 Colorful Avenue, Longmont, Colorado 80504: (i) the name and
address of the stockholder who is recommending the proposed nominee; (ii) the
name, address, and principal occupation of each proposed nominee; (iii) a
representation that the stockholder is entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting; and (iv) the written
consent of each proposed nominee to serve as a director of the Company if so
elected.
Compensation of Directors
The Company pays to each director who is not a Company employee an annual
retainer of $4,000 and $500 for each meeting of the Board of Directors or any
committee meeting of the Board of Directors attended. All directors are
reimbursed for travel expenses incurred as a result of service on the Board of
Directors.
Directors who are not employees of the Company also receive awards under
the 1998 Non-Employee Directors Stock Option Plan (the "1998 Plan") which was
approved at the April 24, 1998 Annual Stockholders Meeting. They previously
received awards under the 1992 Non-Employee Directors Stock Option Plan (the
"1992 Plan") which expired on May 1, 1998. Stock option grants under the 1992
Plan were automatic. Each eligible director of the Company on the effective date
of the 1992 Plan, December 18, 1992, automatically received an option to
purchase 6,000 shares of Common Stock. Each eligible director newly elected by
the Company's stockholders on and after the effective date of the 1992 Plan
automatically received options for 6,000 shares on the date the director was
elected by the stockholders. In addition, on the second anniversary of the date
on which an eligible director received his or her initial grant of an option,
and biannually thereafter, each then eligible director automatically received an
option to acquire an additional 4,000 shares of Common Stock. Option grants
under the 1992 Plan are exercisable in annual increments of 33.3% commencing one
year following the date of grant. Under the 1998 Plan, the Board may make grants
of options to directors at the times and in the amounts that it deems
appropriate. On December 15, 1998, Messrs. Buoncristiano, Burrus, Polk and White
were granted options for 4,000 shares under the 1998 Plan. The maximum number of
shares of Common Stock reserved for the 1998 Plan and the 1992 Plan are 52,000
and 80,000 respectively. The exercise price of the options granted under the
1992 Plan and the 1998 Plan is the fair market value of the Common Stock on the
date of the option grant.
Page 7
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for the years ended December 31, 1997,
December 31, 1998, and December 31, 1999, certain compensation awarded to,
earned by, or paid to the Company's Chief Executive Officer and to the Company's
other executive officers whose annual compensation exceeded $100,000 for the
year ended December 31, 1999.
<TABLE>
<CAPTION>
| Long Term |
| Compen- |
Annual Compensation | sation |
| Awards |
- ------------------------------------------------------------------------------------|----------------|
| Securities |
Other | Underlying | All Other
Annual | Options | Compen-
Name and Principal Salary Bonus Compen- | /SARs | sation
Position Year ($) ($) sation | (#) | ($)(1)
- --------------------------------- ---------- ------------ ------------ -------------|----------------|------------------
<S> <C> <C> <C> <C> | <C> | <C>
Phillip A. Wiland, 1999 259,161 -0- (2) | 0 | 4,004
Chairman and Chief Executive 1998 248,603 -0- | 0 | 4,130
Officer 1997 198,723 60,840 | 0 | 5,011
| |
J. Michael Wolfe, 1999 212,113 -0- (2) | 0 | 4,795
President and Chief Operating 1998 209,809 -0- | 0 | 4,494
Officer 1997 178,084 54,383 | 0 | 2,661
| |
H. Franklin Marcus, Jr. 1999 101,828 -0- (2) | 0 | 2,280
Chief Financial Officer and 1998 102,832 -0- | 0 | 2,343
Secretary, Treasurer 1997 95,345 30,034 | 0 | 3,033
</TABLE>
(1) These amounts were paid by the Company as matching contributions
under the Company's Retirement Savings Plan.
(2) None of the named executive officers received perquisites in excess
of the lesser of $50,000 or 10% of combined salary and bonus for fiscal 1997,
1998 or 1999.
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Options/SAR Exercises and Year-End Value Table
The following table sets forth information concerning each exercise of
stock options and SARs during the fiscal year ended December 31, 1999 for each
of the executive officers named in the Summary Compensation Table and the fiscal
year-end value of unexercised options and SARs.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
- -------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Options/SARs at Options/SARs at
12/31/99(#) 12/31/99(2) ($)
-------------------------------- --------------------------------
Shares Value
Acquired on Realized(1)
Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------- -------------- ------------ --------------- ---------------- -------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Phillip A. Wiland 0 0 18,000 32,000 179,200 130,080
J. Michael Wolfe 0 0 36,000 34,000 369,200 151,280
H. Franklin Marcus, Jr. 0 0 18,000 6,000 184,600 58,040
</TABLE>
(1) The value realized calculation is based on the fair market value of
the underlying stock on the date of exercise, minus the exercise price.
(2) The value calculation is based on the fair market value of the
underlying stock at year end, minus the exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Burrus, a member of the Compensation and Nominations Committee, is
Chairman and partner of the law firm of McGuire, Woods, Battle & Boothe LLP,
which was retained as general counsel by the Company during the fiscal year
ended December 31, 1999, and has been so retained during the current fiscal
year.
SECTION 16(a) COMPLIANCE
Section 16(a) of the Securities Exchange Act requires the Company's
officers and directors, and persons who own more than 10 percent of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission. Officers, directors and greater than 10 percent stockholders are
required by regulation to furnish the Company with copies of all Forms 3, 4 and
5 which they file.
Based solely on the Company's review of the copies of such forms it has
received and written representations from certain reporting persons that they
were not required to file a Form 5 for specified fiscal years, the Company
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believes that all of its officers, directors and greater than 10 percent
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 1999, except that Mr. White filed late
reports with respect to purchase and sale transactions which occurred in
connection with the Company's Common Stock during such fiscal year and Mr.
Buoncristiano filed late reports with respect to stock options exercised during
such fiscal year.
REPORT OF THE COMPENSATION AND NOMINATIONS COMMITTEE
General. During the calendar year ended December 31, 1999 ("FY 1999"),
the Compensation and Nominations Committee of the Board of Directors (the
"Committee") was comprised of four non-employee directors, Messrs. Michael T.
Buoncristiano, Robert L. Burrus, Jr., Stephen R. Polk, and Phillip D. White. The
Committee is responsible for setting compensation levels for the Company's
executive officers and for overseeing the administration of the Concepts Direct,
Inc. 1999 Incentive Compensation Plan (the "Incentive Compensation Plan") and
the Concepts Direct, Inc. 1992 Employee Stock Option Plan (the "Stock Option
Plan").
The Committee reports its decisions to the Board of Directors. It has
been the practice of the Committee to meet with the Company's Chief Executive
Officer ("CEO") in reviewing the compensation of senior officers.
The compensation of the Company's senior executives is generally made up
of three components. These components are base salary, performance bonuses under
the Incentive Compensation Plan, and stock options granted under the Stock
Option Plan. At the Committee's discretion, an executive's compensation may also
include an award of stock appreciation rights under the Stock Option Plan. No
stock appreciation rights were awarded by the Committee during 1999.
An executive officer's base salary is a function of the executive
officer's responsibilities. The Committee believes that the compensation of
executive officers should be closely aligned with the performance of the Company
on both a short-term and long-term basis.
Prior to the beginning of 1999, the Committee established the formula to
be used to determine performance bonuses for FY 1999. The Committee set the
amount of the potential performance bonus for each executive officer who is
eligible for a bonus as a percentage of such executive officer's base salary.
Quarterly and annual bonuses are paid under the Incentive Compensation Plan
based on the performance of the Company using a variety of measures including
return on average equity, net profit, earnings per share, revenues, and market
capitalization. The Committee's decisions were incorporated into the Incentive
Compensation Plan which was ratified by the Board after approval by the
Committee. Each calendar quarter, executive officers are eligible to receive
performance bonuses under the Incentive Compensation Plan. The Committee
believes that an executive officer should have an opportunity to receive a
performance bonus based on his or her performance during the applicable quarter.
For FY 1999, no bonuses were earned by the executive officers.
The long-term performance based compensation of executive officers takes
the form of stock option awards under the Stock Option Plan. The Committee
believes that compensation in the form of equity in the Company ensures that the
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executive officers will have a continuing stake in the long-term success of the
Company and helps further the alignment of their interests with those of the
stockholders. All options granted under the Stock Option Plan have an exercise
price equal to the market price of the Company's Common Stock on the date of the
grant. Thus, the stock options granted to an executive officer will have value
only if the Company's stock price increases.
In granting options under the Stock Option Plan, the Committee takes into
account each executive officer's responsibilities, relative position in the
Company and past grants. The Committee does not follow an established formula in
awarding stock options. Factors considered in making option awards to the
Company's officers include past grants, the importance of retaining the officer,
and the potential of the officer to contribute to the future success of the
Company. During FY 1999, there were no options granted to executive officers.
The compensation currently paid by the Company is not subject to Internal
Revenue Code Section 162(m) which limits the income tax deductibility of certain
forms of compensation paid to its named executive officers in excess of $1
million per year. Section 162(m) allows full deductibility of certain types of
performance-based compensation. If these limitations should become applicable to
the Company in the future, the Committee will consider modifications to the
Company's compensation practices, to the extent practicable, to provide the
maximum deductibility for compensation payments.
Compensation for Mr. Phillip A. Wiland, Chairman and Chief Executive
Officer of the Company During 1999. The salary for Mr. Wiland during the FY 1999
was $259,161, which was approximately the same level as 1998. Mr. Wiland's
salary was recommended to the Board of Directors by the Committee. The Committee
reviewed CEO performance in relation to the Company's goals in formulating its
salary recommendation for Mr. Wiland. In setting Mr. Wiland's compensation for
FY 1999, the Committee considered that Mr. Wiland would be devoting significant
efforts to the Company's e-commerce ventures and felt that additional
compensation for those efforts should be addressed through other compensation
arrangements related to those ventures. No other compensation arrangements were
put in place during FY 1999 with respect to the e-commerce ventures. Mr.
Wiland's salary for FY 1999 was approved by the Committee and ratified by the
Board of Directors without Mr. Wiland's participation. Mr. Wiland does not have
an employment agreement with the Company.
It is the Committee's view that Mr. Wiland's base salary and bonus
opportunity are reasonable based on the Company's performance. Mr. Wiland's 1999
bonus opportunity was based on the performance of the Company using a variety of
measures including return on average equity, net profit, earnings per share,
revenues, and market capitalization. No 1999 bonuses were paid to Mr. Wiland
under the Incentive Compensation Plan because the Company's performance did not
meet the stated goals. During 1999, no options were granted to Mr. Wiland.
Compensation and Nominations Committee
Phillip D. White, Chairman
Michael T. Buoncristiano
Robert L. Burrus, Jr.
Stephen R. Polk
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<PAGE>
PERFORMANCE GRAPH
The following graph represents the cumulative total return on the
Company's Common Stock, with the cumulative total return of the companies
included in the Standard & Poor's Specialty Retail Index and the Standard &
Poor's 500 Index for the last five fiscal years. Cumulative total stockholder
return is defined as share price appreciation assuming reinvestment of
dividends. The dollar amounts shown on the following graph assume that $100 was
invested on December 31, 1994 in Company Common Stock, stocks constituting the
Standard & Poor's Specialty Retail Index and stocks constituting the Standard
and Poor's 500 Index with all dividends being reinvested.
Comparison of Five-Year Total Return
Among Concepts Direct, Inc., S&P Specialty Retail Index and
S&P 500 Index
Page 12
<PAGE>
<TABLE>
Value of $100 invested on December 31, 1994
<CAPTION>
Fiscal Year 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ----------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Concepts Direct, Inc. $100 $265 $410 $840 $335 $435
S&P Specialty Retail-500 100 76 106 107 83 59
S&P 500 Index 100 138 169 226 290 351
</TABLE>
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<PAGE>
PROPOSAL NO. 2
SELECTION OF PRINCIPAL ACCOUNTANT
Ernst & Young LLP served during the Company's year ended December 31,
1999, as its independent certified public accountants and has been selected by
the Board of Directors with the recommendation of the Audit Committee to serve
as the Company's independent certified public accountants for the current fiscal
year, subject to ratification by the stockholders of the Company. The Board of
Directors expects that representatives of Ernst & Young LLP will be present at
the Annual Meeting of Stockholders, with the opportunity to make a statement if
they so desire, and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 2.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
meeting. If any other matters are properly presented, however, or if any
question arises as to whether any matter has been properly presented and is a
proper subject for stockholder action, the persons named as proxies in the
accompanying proxy intend to vote the shares represented by such proxy in
accordance with their best judgment.
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STOCKHOLDER PROPOSALS
The stockholders may present proposals for consideration at the 2001
Annual Meeting of Stockholders to the Company for inclusion in its proxy
materials for such meeting. Any such proposal should be submitted in writing in
accordance with Securities and Exchange Commission rules to Concepts Direct,
Inc., 2950 Colorful Avenue, Longmont, Colorado 80504, Attention: Corporate
Secretary. Stockholder proposals must be received by December 4, 2000 to be
included in the proxy materials for the 2001 Annual Meeting.
For proposals stockholders properly bring before the 2001 Annual Meeting
of Stockholders, the Company will have unrestricted use of discretionary voting
authority if it does not receive prior written notice of an intent to submit any
such proposal at the meeting. For the Company's 2001 Annual Meeting of
Stockholders, this notice must be received by February 17, 2001.
FURTHER INFORMATION
The Company will provide without charge to each person from whom a proxy
is solicited by the Board of Directors, upon the written request of any such
person, a copy of the Company's annual report on Form 10-K, including the
financial statements and schedules thereto, required to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 for the Company's fiscal year ended December 31, 1999. Such written request
should be sent to Concepts Direct, Inc., 2950 Colorful Avenue, Longmont,
Colorado 80504, Attention: Corporate Secretary.
By Order of the Board of Directors
H. FRANKLIN MARCUS, JR.
Secretary
April 3, 2000
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<S> <C>
CONCEPTS DIRCT, INC.
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 2, 2000
CONCEPTS DIRECT, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 2, 2000
The undersigned having received the Annual Report to the Stockholders and the
accompanying Notice of Annual Meeting of Stockholders and Proxy Statement dated
April 3, 2000, hereby appoints H. Franklin Marcus, Jr., and Robert L. Burrus,
Jr. (each with power to act alone and with power of substitution) as proxies and
hereby authorizes them to represent and vote, as directed below, all the shares
of common stock of Concepts Direct, Inc. (the "Company"), held of record by the
undersigned on March 6, 1999, at the annual meeting of stockholders to be held
on May 2, 2000, and any adjournments thereof.
Please complete, date, sign, and return this proxy promptly in the enclosed envelope.
<PAGE>
Please detach here
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS 01 Virginia B. Bayless 05 Phillip D. White [ ] Vote FOR [ ] Vote WITHHOLD
02 Robert L. Burrus, Jr. 06 Phillip A. Wiland all nominees from all nominees
03 Michael T. Buoncristiano 07 J. Michael Wolfe (except as marked)
04 Stephen R. Polk
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NUMBER(S) OF THE BOX PROVIDED TO THE RIGHT.) --------------------------
2. Ratification of the selection of Ernst & Young LLP as independent
accountants for the year 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION the proxies are authorized to vote such other business
as may properly come before the meeting and any adjournments thereof.
This proxy, when properly executed, will be voted as directed. Where no
direction is given, this proxy will be voted FOR all nominees as director
listed above and FOR Proposal 2. Any proxy or proxies previously given for the meeting are revoked.
Address Change? Mark Box [ ] Indicate changes below:
Date
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Signature(s) in Box
Please sign your names(s) exactly
as shown at left. If signer is a
corporation, please sign the full
corporate name by duly authorized
officer. If an attorney, guardian,
administrator, executor, or
trustee, please give full title as
such. If a partnership, please sign
in partnership name by authorized
person.
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