<PAGE> 1
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
SIGHT RESOURCE CORPORATION
(Name of Registrant as Specified In Its Charter)
(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 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> 2
[SIGHT RESOURCES LOGO]
SIGHT RESOURCE CORPORATION
67 SOUTH BEDFORD STREET
BURLINGTON, MA 01803
April 17, 1997
Dear Stockholder,
You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of Sight Resource Corporation (the "Company") to be held at 9:00 a.m. on
Thursday, May 22, 1997 at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., 38th floor, One Financial Center, Boston, MA 02111.
At the Annual Meeting, the Company will ask the Stockholders to elect two
members to the Board of Directors. The Company will also ask the Stockholders to
ratify the selection of KPMG Peat Marwick, LLP as the Company's independent
public accountants. The Board of Directors recommends the approval of each of
these proposals. Such other business will be transacted as may properly come
before the Annual Meeting.
We hope you will be able to attend the Annual Meeting. Whether you plan to
attend the Annual Meeting or not, it is important that your shares are
represented. Therefore, you are urged promptly to complete, sign, date and
return the enclosed proxy card in accordance with the instructions set forth on
the card. This will ensure your proper representation at the Annual Meeting.
Sincerely,
/s/ William G. McLendon
WILLIAM G. MCLENDON
President And Chief Executive
Officer
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.
<PAGE> 3
[SIGHT RESOURCE LOGO]
SIGHT RESOURCE CORPORATION
67 SOUTH BEDFORD STREET
BURLINGTON, MA 01803
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1997
To the Stockholders of Sight Resource Corporation:
Notice Is Hereby Given that the Annual Meeting of Stockholders of Sight
Resource Corporation, a Delaware corporation (the "Company"), will be held at
9:00 a.m. on Thursday, May 22, 1997 at the offices of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C., One Financial Center, 38th floor, Boston, MA
02111 for the following purposes:
1. To elect two members to the Board of Directors to serve until the
Annual Meeting of Stockholders in the year 2000 and until their
successors are duly elected and qualified.
2. To consider and act upon a proposal to ratify the appointment of KPMG
Peat Marwick LLP as the Company's independent public accountants for
the fiscal year ending December 31, 1997.
3. To transact such other business as may be properly brought before the
Annual Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on March 24, 1997,
as the record date for the determination of Stockholders entitled to notice of
and to vote at the Annual Meeting and at any adjournments thereof.
All Stockholders are cordially invited to attend the Annual Meeting.
Whether you plan to attend the Annual Meeting or not, you are requested to
complete, sign, date and return the enclosed proxy card as soon as possible in
accordance with the instructions on the proxy card. A pre-addressed, postage
prepaid return envelope is enclosed for your convenience.
By Order of the Board of Directors,
ALAN MACDONALD
Secretary
April 17, 1997
<PAGE> 4
[Sight Resource Logo]
SIGHT RESOURCE CORPORATION
67 SOUTH BEDFORD STREET
BURLINGTON, MA 01803
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Sight Resource Corporation (the "Company"), a Delaware
corporation, of proxies, in the accompanying form, to be used at the Annual
Meeting of Stockholders to be held at 9:00 a.m. on Thursday, May 22, 1997, at
the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 38th floor,
One Financial Center, Boston, MA 02111 and any adjournments thereof (the
"Meeting").
Where the Stockholder specifies a choice on the proxy as to how his or her
shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted FOR the
election of the two nominees for director named herein and for the ratification
of the appointment of KPMG Peat Marwick LLP as the Company's independent public
accountants for the fiscal year ending December 31, 1997. Any proxy given
pursuant to this solicitation may be revoked by the person giving it at any time
before its use by delivering to the Company a written notice of revocation or a
duly executed proxy bearing a later date. Any Stockholder who has executed a
proxy but is present at the Meeting and who wishes to vote in person, may do so
by revoking his or her proxy as described in the preceding sentence. Shares
represented by valid proxies in the form enclosed, received in time for use at
the Meeting and not revoked at or prior to the Meeting, will be voted at the
Meeting. The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of the Company's common stock, par value $.01 per share
("Common Stock"), is necessary to constitute a quorum at the Meeting.
The affirmative vote of a majority of the shares present or represented and
entitled to vote at the Meeting is required to approve each proposal, other than
the election of directors which requires a plurality of the shares voted
affirmatively or negatively at the Meeting. With respect to the tabulation of
votes on any matter, abstentions are treated as present or represented and
entitled to vote at the Meeting, while broker non-votes are treated as not being
present or represented and entitled to vote at the Meeting.
The close of business on March 24, 1997 has been fixed as the record date
for determining the Stockholders entitled to notice of and to vote at the
Meeting. As of the close of business on March 24, 1997, the Company had
8,648,768 shares of Common Stock outstanding and entitled to vote. Holders of
Common Stock are entitled to one vote per share on all matters to be voted on by
Stockholders.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their expenses
in forwarding
<PAGE> 5
proxy materials to such beneficial owners. Solicitation of proxies by mail may
be supplemented by telephone, telegram, telex and personal solicitation by the
directors, officers or employees of the Company. No additional compensation will
be paid for such solicitation.
This Proxy Statement and the accompanying proxy are being mailed on or
about April 17, 1997 to all Stockholders entitled to notice of and to vote at
the Meeting.
The Annual Report to Stockholders for the fiscal year ended December 31,
1996 is being mailed to the Stockholders with this Proxy Statement, but does not
constitute a part hereof.
SHARE OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of shares of the Company's Common Stock as of March 24, 1997 by each
Stockholder known by the Company to own beneficially 5% or more of its
outstanding shares of Common Stock, each current director of the Company, each
named executive officer (as defined below) of the Company, and all directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
---------------------
NAME AND ADDRESS** OF BENEFICIAL OWNER NUMBER PERCENT
- -------------------------------------- --------- -------
<S> <C> <C>
Gordon Safran............................................................ 521,997 6.0%
1549 E. 30th Street
Cleveland, OH 44114
William G. McLendon(2)................................................... 371,395 4.3%
Elliot S. Weinstock, O.D.(3)............................................. 349,000 4.0%
Stephen M. Blinn(4)...................................................... 291,332 3.3%
Russell E. Taskey(5)..................................................... 35,900 *
Gary Jacobson, M.D.(5)................................................... 27,000 *
Allen R. Kirkpatrick(5).................................................. 17,000 *
James Spevock............................................................ 16,666 *
All Directors and executive officers as a group (9 persons)(6)........... 1,148,623 12.8%
</TABLE>
- ---------------
* Represents beneficial ownership of less than 1% of the Company's Common
Stock.
** Addresses are given for beneficial owners of more than 5% of the outstanding
Common Stock only.
(1) The number of shares of Common Stock issued and outstanding on March 24,
1997 was 8,648,768. The calculation of percentage ownership for each listed
beneficial owner is based upon the number of shares of Common Stock issued
and outstanding at March 24, 1997, plus shares of Common Stock subject to
options held by such person at March 24, 1997 and exercisable within 60 days
thereafter and shares underlying redeemable common stock purchase warrants
(the "Warrants") held by such person. The persons and entities named in the
table have sole voting and investment power with respect to all shares shown
as beneficially owned by them, except as noted below.
(2) Includes 30,000 shares issuable upon exercise of stock options within 60
days after March 24, 1997. Also includes, 8,000 shares of common stock and
37,500 stock options held by a member of Mr. McLendon's immediate family of
which Mr. McLendon disclaims beneficial ownership.
(3) Includes 18,000 shares issuable upon exercise of stock options within 60
days after March 24, 1997.
(4) Includes 138,332 shares issuable upon exercise of stock options within 60
days after March 24, 1997, and 45,908 shares gifted to Mr. Blinn's immediate
family, of which Mr. Blinn disclaims beneficial ownership.
2
<PAGE> 6
(5) Includes 15,000 shares issuable upon exercise of stock options within 60
days after March 24, 1997, and shares issuable upon exercise of the
Warrants.
(6) Includes 283,330 shares issuable upon exercise of stock options within 60
days after March 24, 1997 and shares issuable upon exercise of Warrants.
MANAGEMENT
DIRECTORS
The Company's Certificate of Incorporation provides for a classified Board
of Directors consisting of three classes of directors, with each class to be as
nearly equal in number as is reasonably possible. The Company has designated two
Class A directors (Mr. Kirkpatrick and Mr. Blinn), two Class B directors (Dr.
Jacobson and Mr. Taskey) and two Class C directors (Mr. McLendon and Dr.
Weinstock). The Class A directors constitute a class with a term which expires
at the upcoming meeting. Class B and Class C directors will serve until the
annual meetings of stockholders to be held in 1998 and 1999, respectively, and
until their respective successors are duly elected and qualified. At each annual
meeting of stockholders, directors are elected for a full term of three years to
succeed those directors whose terms are expiring.
The names of the Company's current directors and certain information about
them are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
William G. McLendon........... 45 President, Chief Executive Officer and Director
Stephen M. Blinn.............. 49 Executive Vice President, Chief Operating
Officer and Director
Elliot S. Weinstock, O.D...... 49 Executive Vice President and Director
Russell E. Taskey............. 63 Director
Gary Jacobson, M.D............ 59 Director
Allen R. Kirkpatrick.......... 55 Director
</TABLE>
William G. McLendon has been President and a Director of the Company since
its inception in 1992 and Chief Executive Officer since April, 1994. Mr.
McLendon served as Vice President and Chief Financial Officer of IBIS Technology
Corporation, a manufacturer of silicon-based materials for semiconductors, from
1990 to 1993. Prior thereto, Mr. McLendon was the Vice President, Chief
Financial Officer and Treasurer of Summit Technology, Inc. from 1986 to 1990,
and was Vice President and Chief Financial Officer of Zymet, Inc. from 1983 to
1985.
Stephen M. Blinn has been Executive Vice President, Chief Operating Officer
and a Director since joining the Company in May 1993. Mr. Blinn served as
Executive Vice President, Strategic Marketing Development of Summit Technology,
Inc. from 1991 to May 1993. Mr. Blinn first joined Summit in 1987 and served as
Vice President, Sales and Marketing. Prior thereto he was the co-founder and
President of Source Research, Inc., a distribution company for medical lasers
and cardiac pacemakers from 1985 to 1987.
Elliot S. Weinstock, O.D. was elected as a Director of the Company upon the
acquisition by the Company of Cambridge Eye Associates, Inc. in February 1995.
Prior to January 2, 1997, Dr. Weinstock served as President of Cambridge Eye.
Dr. Weinstock has served on the advisory boards of several major contact lens
manufacturers.
Russell E. Taskey has been a Director of the Company since November, 1992.
Mr. Taskey is currently President of R. E. Taskey, Associates a human resource
consulting firm. Mr. Taskey served as Vice President of Human Resources at The
Analytic Sciences Corporation ("TASC") from 1973 to 1994. Mr. Taskey was the
founding President and is presently a Director of the North East Human Resource
Association, a 1,700
3
<PAGE> 7
person human resource professional association. He also serves on the board of
Active Control Experts of Cambridge, Massachusetts.
Gary Jacobson, M.D. has been a Director of the Company since November 1992.
Dr. Jacobson is a founder of two Massachusetts hospitals, Westwood Lodge and
Pembroke Hospital, and has served as President of each since 1990. He is a
physician board-certified in psychiatry and is a past President of the
Massachusetts Psychiatric Society. He has held an appointment at Massachusetts
General Hospital since 1969 and has served as Assistant Clinical Professor at
Harvard Medical School since 1977.
Allen R. Kirkpatrick has been a Director of the Company since December
1992. Mr. Kirkpatrick has been President of Epion Corporation, a contract
research organization dedicated to development of new technologies for advanced
materials, since 1984. Prior thereto he was General Manager of the Ion Materials
Systems Division of Eaton Corporation from 1981 through 1984 and Manager of the
Solid State Division of Spire Corporation from 1973 through 1980.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
Meeting Attendance. During the fiscal year ended December 31, 1996 there
were four meetings of the Board of Directors, and the various committees of the
Board of Directors met a total of three times. No director attended fewer than
75% of the total number of meetings of the Board and of committees of the Board
on which he served during fiscal 1996. In addition, from time to time, the
members of the Board of Directors and its committees acted by unanimous written
consent pursuant to Delaware law.
Audit Committee. The Audit Committee has three members, Messrs. McLendon,
Kirkpatrick and Taskey. The Audit Committee reviews the engagement of the
Company's independent accountants, reviews annual financial statements,
considers matters relating to accounting policy and internal controls and
reviews the scope of annual audits. The Audit Committee met once during the year
ended December 31, 1996.
Compensation Committee. The Compensation Committee, which met two times
during fiscal 1996, has two members, Messrs. Taskey and Kirkpatrick. The
Compensation Committee reviews, approves and makes recommendations on the
Company's compensation policies, practices and procedures to ensure that legal
and fiduciary responsibilities of the Board of Directors are carried out and
that such policies, practices and procedures contribute to the success of the
Company. The Compensation Committee also administers the Company's 1992
Employee, Director and Consultant Stock Option Plan (the "Stock Option Plan").
The Audit Committee and Compensation Committee are the only standing
Committees of the Board of Directors. The Company does not have a standing
Nominating Committee.
COMPENSATION OF DIRECTORS
The Company has implemented a stock option program under its Stock Option
Plan for non-employee directors. The Stock Option Plan provides for a grant to
each non-employee director immediately following each annual meeting of
shareholders of a non-qualified option to purchase 5,000 shares of Common Stock,
provided that on such date such director has been in the continued and
uninterrupted services of the Company as a director for a period of at least one
year. Each such option has an exercise price equal to the fair market value of
the Common Stock on the date of grant and vests in equal annual installments
over two years. The Company currently has no other compensation arrangements for
members of the Board of Directors but may elect in the future to compensate
Board members for attendance at regular meetings of the Board of Directors and
for meetings of the committees of the Board.
4
<PAGE> 8
EXECUTIVE OFFICERS
The names of, and certain information regarding, executive officers of the
Company who are not also directors, are set forth below. The executive officers
serve at the pleasure of the Board of Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
James H. Spevock................. 58 Vice President of Operations
Alan MacDonald................... 44 Vice President, Finance and Administration
and Secretary
Jon W. Kerbs..................... 41 Vice President of Marketing
Thomas A. Wille.................. 44 Vice President of Store Operations
</TABLE>
James H. Spevock, has been Vice President of Operations of the Company
since August, 1995. Mr. Spevock served as Vice President of Operations for
Tri-State Leasing, Inc., a company whose holdings had included the Vision World
optometric chain and Douglas Drug, a chain of drug stores with annual sales of
more than $65 million from March 1984 to August, 1995. Mr. Spevock was President
and Chief Executive Officer of Mall Drug, a New England based drug store chain
with 165 locations from April 1981 to March 1984. Prior to that, Mr. Spevock was
Assistant Vice President of Operations for a national drug store chain, Rite
Aid.
Alan MacDonald, has been Vice President, Finance and Administration since
January 1996 and Secretary since March 1996. Mr. MacDonald served as President
of Home Infocus, a direct marketer of consumer information services from May
1994 to January 1996. Prior to that, Mr. MacDonald served as Vice President,
Finance and Chief Financial Officer of Saga International Holidays, Ltd. and
National Leisure Group, Inc. respectively, from 1989 to 1994. Mr. MacDonald held
various financial management positions at PepsiCo. Inc. and Harcourt General
Corporation from 1979 to 1989.
Jon W. Kerbs, has been Vice President of Marketing since January 1996. Mr.
Kerbs held various positions at LensCrafters from 1990 to January 1996, most
recently as Marketing Director for LensCrafters' western region, where he was
responsible for the marketing programs for 155 optical retail stores. Prior to
that, Mr. Kerbs served as an Assistant Brand Manager at the Procter & Gamble
Company from 1987 to 1990 for the Ivory Soap and Crest Toothpaste product lines.
Thomas A. Wille, has been Vice President of Store Operations since January
1997. Mr. Wille held positions with Vision Express UK Ltd., first as Director of
Operations for Vision Express Ventures International and secondly as Vice
President Operations for Visual Options, from April 1995 through December 1996.
Prior to that, Mr. Wille held several positions within the LensCrafters
Organization as Senior Director of Strategic Operations, and various positions
of Operational Management from 1985 to 1995.
5
<PAGE> 9
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") consists of the following
non-employee members of the Board of Directors: Russell Taskey and Allen
Kirkpatrick. The Committee determines and maintains the Company's executive
compensation policies and objectives and administers the Company's Stock Option
Plan.
The objectives of the Committee are to attract and retain highly talented
and productive executives, to provide incentives for superior performance and to
align the interests of the executive officers with the interests of the
Company's stockholders. At the current stage of the Company's development, the
Committee also strives to administer the compensation program in a manner that
conserves the cash resources of the Company.
The Company's executive compensation program combines cash compensation
with long-term incentive compensation, consisting of stock option grants, to
attract, motivate and maintain its executive officers. In addition, each
executive is included in the Company's benefit plan which includes health,
dental, life and disability insurance and which is offered to all employees of
the Company.
Cash compensation consists of base salary and annual bonus programs. When
setting base salary levels, including the base salary level for the Chief
Executive Officer, the Committee considers the individual's salary history,
experience, performance and contribution to the management team. Also considered
is the performance of the Company and its progress towards implementing its
business plan of becoming a fully integrated provider of eye care products and
services. The Committee also considers salaries of executives in other companies
of similar size and industry, as well as the competitive market conditions, for
the purpose of determining base salary necessary to recruit and retain highly
talented and productive executives. The Committee intends to target base salary
levels of the Company's executive officers, including the Company's Chief
Executive Officer, to the mid-range of such comparable companies.
Cash bonuses are awarded to executives principally as a mechanism to
recognize and reward individual achievements. The Committee has not established
specific, quantitative measures for awarding cash bonuses, but rather awards
such bonuses as individual achievements warrant, based on subjective criteria
and recommendations of the Chief Executive Officer, except for cash bonuses to
the Chief Executive Officer, which the Committee evaluates separately. In
keeping with the objective of conserving cash resources, the Committee has not
awarded any cash bonuses through December 31, 1996.
The Committee believes that stock option grants: (1) align executive
interest with stockholder interest by creating a direct link between
compensation and stockholder return; (2) assure that executives maintain a
significant long-term interest in the Company's success; (3) help retain key
executives in a competitive market; and (4) allow the Company to conserve cash
by reducing cash bonuses. Option grants are made from time to time to executives
whose contributions have or will have a significant impact on the Company's
long-term performance. The Company's determination of whether option grants are
appropriate each year is based upon individual performance measures established
for each individual officer, including the Company's Chief Executive Officer.
Generally, options granted to executive officers vest in equal annual
installments over a period of three years and expire ten years from the date of
grant.
Russell Taskey
Allen Kirkpatrick
6
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY OF EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth summary information as
to compensation received by the Company's Chief Executive Officer and each of
the three other most highly compensated executive officers of the Company in
fiscal 1996 who were serving as such at the end of fiscal 1996 (the "named
executive officers") for services rendered to the Company in all capacities
during the fiscal year ended December 31, 1996. No other executive officer of
the Company received compensation exceeding $100,000 for the fiscal year ended
December 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS/
ANNUAL COMPENSATION SECURITIES
FISCAL -------------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR(1) SALARY($) BONUS($) OTHER($) OPTIONS(#) COMPENSATION($)(1)
--------------------------- ------- --------- -------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
William G. McLendon................ 1996 $171,596 -0- -0- 30,000 $3,169
President and Chief 1995 $161,500 -0- -0- 30,000 $ 895
Executive Officer 1994 $140,000 -0- -0- -0- $1,281
Elliot S. Weinstock, O.D........... 1996 $181,737 -0- -0- -0- $1,237
Executive Vice President 1995 $183,656(2) -0- -0- -0- $4,014
Stephen M. Blinn................... 1996 $169,683 -0- -0- 30,000 $4,644
Executive Vice President and 1995 $158,875 -0- -0- 30,000 $1,090
Chief Operating Officer 1994 $136,800 -0- -0- 125,000(3) $ 995
James Spevock...................... 1996 $108,306(4) -0- -0- 26,000 $3,596
Vice President of Operations
</TABLE>
- ---------------
(1) Represents the cost to the Company of matching contribution under the
Company's 401K Plan and the dollar value of premiums paid by the Company
with respect to term life insurance for all named executive officers.
(2) Dr. Weinstock became an executive officer effective January 1995 upon the
acquisition by the Company of Cambridge Eye Associates.
(3) Includes 125,000 stock options that were repriced during fiscal 1994.
(4) Mr. Spevock became an executive officer of the Company effective August
1995.
7
<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding each stock option
granted during fiscal year 1996 to each of the named executive officers. The
potential realizable values that would exist for the respective options are
based on assumed rates of annual compound stock price appreciation of 5% and 10%
from the date of grant over the full term of the option. Actual gains, if any,
on stock options, exercises and Common Stock holdings are dependent on the
future performance of the Common Stock.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES STOCK PRICE
UNDERLYING % OF TOTAL APPRECIATION
OPTIONS OPTIONS GRANTED EXERCISE FOR OPTION TERM
GRANTED TO EMPLOYEES PRICE EXPIRATION ----------------------
NAME (#)(1) IN FISCAL YEAR(2) ($/SHARE) DATE 5% 10%
- ---- ---------- ----------------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
William G. McLendon.......... 30,000(3) 13.1% $6.625 4/24/06 $124,992 $316,755
Stephen M. Blinn............. 30,000(3) 13.1% $6.625 4/24/06 $124,992 $316,755
James Spevock................ 26,000(4) 11.4% $6.625 4/24/06 $108,376 $274,520
</TABLE>
- ---------------
(1) The options were granted pursuant to the Company's Stock Option Plan at an
exercise price equal to or greater than the fair market value on the date of
grant.
(2) The Company granted options representing 228,400 shares of Common Stock in
fiscal year 1996.
(3) These options were granted pursuant to the Company's Stock Option Plan and
are incentive stock options. Options vest annually in three equal
installments commencing one year from the date of grant. Options vest
immediately upon certain changes of control described with respect to his
employment agreement. See "Employment Agreements, Termination of Employment
and Change of Control Arrangements."
(4) These options were granted pursuant to the Company's Stock Option Plan and
are incentive stock options. Options vest annually in three equal
installments commencing one year from date of grant.
8
<PAGE> 12
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
The following table provides information regarding the exercises of options
by each of the named executive officers during fiscal year 1996. In addition,
this table includes the number of shares covered by both exercisable and
unexercisable stock options as of December 31, 1996 and the values of
"in-the-money" options, which values represent the positive spread between the
exercise price of any such option and the fiscal year-end value of the Company's
Common Stock. No options were exercised by any named executive officer during
fiscal year 1996.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END AT FISCAL YEAR-END($)
ACQUIRED ON VALUE --------------------------- ------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE(1)
- ---- ----------- ----------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
William G. McLendon....... -- -- 10,000 50,000 $ 2,530 $ 5,060
Stephen M. Blinn.......... -- -- 118,332 91,668 $55,187 $11,851
Elliot S. Weinstock,
O.D..................... -- -- 18,000 -- $ 2,934 $ --
James Spevock............. -- -- 8,000 42,000 $ -- $ --
</TABLE>
- ---------------
(1) The value of unexercised in-the-money options at fiscal year end assumes a
fair market value for the Company's Common Stock of $4.57, the closing sale
price per share of the Company's Common Stock as reported on NASDAQ on
December 31, 1996.
9
<PAGE> 13
PERFORMANCE GRAPH
The graph below compares the performance of Sight Resource Corporation with
that of the NASDAQ Stock Market Total Return Index and the NASDAQ Health Service
Stock Return Index. The comparison of total return on investment (change in
period end stock price plus reinvested dividends) for each of the periods
assumes that $100 was invested on March 31, 1993 in each of Sight Resource
Corporation, the NASDAQ Stock Market and NASDAQ Health Service Group with
investment weighted on the basis of market capitalization. The graph lines
merely connect quarter-end dates and do not reflect fluctuation between those
dates.
<TABLE>
PERFORMANCE GRAPH
<CAPTION>
------------------------------------------------------------------------
3/93 6/93 9/93 12/93 3/94 6/94 9/94 12/94
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sight Resource Corporation 100.00 137.50 141.67 145.83 131.25 106.25 81.25 83.33
NASDAQ Stock Market 100.00 101.92 110.51 112.68 107.94 102.90 111.42 110.15
NASDAQ Health Service Stocks 100.00 105.29 113.09 128.79 131.26 119.55 142.95 138.25
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3/95 6/95 9/95 12/95 3/96 6/96 9/96 12/96
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Sight Resource Corporation 110.42 122.92 145.83 179.17 137.50 110.42 106.25 76.04
NASDAQ Stock Market 120.02 137.29 153.82 155.65 163.02 176.33 182.61 191.58
NASDAQ Health Service Stocks 151.48 130.27 151.61 176.64 182.88 199.37 198.61 175.64
</TABLE>
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
The Company has entered into employment agreements with Messrs. McLendon
and Blinn which provide for Mr. McLendon to serve as President and Chief
Executive Officer of the Company until March 1999 and Mr. Blinn to serve as
Executive Vice President and Chief Operating Officer until April 1999. Under
their respective agreements, each of them is entitled to receive an annual
salary of $178,000, subject to increase from time to time by the Board of
Directors. Each of them is also eligible to receive a discretionary annual bonus
not to exceed 30% of his yearly base salary payable annually or semiannually at
the discretion of the Board of Directors. Also, in February, 1995, the Company
entered into a three year employment contract with Elliot S. Weinstock, O.D., to
serve as President of the Company's wholly-owned subsidiary, Cambridge Eye
Associates, Inc. Effective January 2, 1997, the agreement between Dr. Weinstock
and the Company was amended. These agreements also provide for a payment of one
year's salary (in the case of Messrs. McLendon and Blinn) or the balance of his
base salary through December 31, 1997 (in the case of Dr. Weinstock) in the
event employment is terminated upon certain changes of control of the Company.
Changes of control which may trigger a payment of one year's salary are (i) a
person's becoming the beneficial owner of 25% or more of the outstanding Common
Stock of the Company, (ii) if, ten days following a tender offer or exchange
offer, the consummation of which would result in the beneficial ownership by a
person of 25% or more of the outstanding Common Stock of the Company, such
person has not discontinued or rescinded the tender offer or exchange offer, or
(iii) a merger, consolidation, liquidation or sale of substantially all of the
Company's assets.
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In the event that Mr. McLendon's or Mr. Blinn's employment is terminated by the
Board of Directors without cause or in certain other circumstances, each of them
is entitled to one year's base salary and the cost of one year's health benefits
as severance. In the event that Dr. Weinstock's employment is terminated by the
Board of Directors without cause or in other circumstances, Dr. Weinstock is
entitled to the base salary that he would have received through December 31,
1997 and health benefits until the earlier of (i) June 30, 1998 or (ii) the date
which is twelve months after termination of employment.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than 10% of the Company's
Common Stock are required to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission (the "SEC"). Specific due dates for these reports have been
established, and the Company is required to disclose in this Proxy Statement any
failure to file by these dates during fiscal 1996. All of these filing
requirements were satisfied except that each of Messrs. Jacobson, Taskey,
Kirkpatrick, McLendon, Blinn, Spevock and two other executive officers filed one
late report covering one transaction not reported on a timely basis. In making
these disclosures, the Company has relied solely on written representations of
its directors and executive officers and its 10% holders and copies of the
reports that they have filed with the SEC.
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for a classified Board
of Directors. The Board of Directors currently consists of six members,
classified into three classes as follows: first Mr. Blinn and Mr. Kirkpatrick
constitute a class with a term which expires at the Annual Meeting (the "Class A
directors"); second Dr. Jacobson and Mr. Taskey constitute a class with a term
ending in 1998 (the "Class B directors"); and third Dr. Weinstock and Mr.
McLendon constitute a class with a term ending in 1999 (the "Class C
directors"). At each annual meeting of Stockholders, directors are elected for a
full term of three years to succeed those directors whose terms are expiring.
Pursuant to the Company's by-laws, the Board of Directors on February 6,
1997 voted (i) to fix the Board of Directors at six members and (ii) to nominate
Mr. Blinn and Mr. Kirkpatrick for election at the Meeting for a term of three
years to serve until the Annual Meeting of Stockholders in the year 2000, and
until their respective successors are elected and qualified. The Class B
directors (Dr. Jacobson and Mr. Taskey) and the Class C directors (Mr. McLendon
and Dr. Weinstock) will serve until the Annual Meetings of Stockholders to be
held in 1998 and 1999, respectively, and until their respective successors have
been elected and qualified.
Unless authority to vote for any of the nominees named above is withheld,
the shares represented by the enclosed proxy will be voted FOR the election as
directors of such nominees. In the event that any nominee shall become unable or
unwilling to serve, the shares represented by the enclosed proxy will be voted
for the election of such other person as the Board of Directors may recommend in
his place. The Board has no reason to believe that any nominee will be unable or
unwilling to serve.
A plurality of the shares voted affirmatively or negatively at the Meeting
is required to elect each nominee as a director.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF MR. BLINN AND MR.
KIRKPATRICK AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN
FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
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INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee has recommended and the Board of Directors has approved
the appointment of KPMG Peat Marwick LLP, independent certified public
accountants, to audit the financial statements of the Company for the fiscal
year ending December 31, 1997. The Company expects that representatives of KPMG
Peat Marwick, LLP will be present at the Annual Meeting, 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 THE SHAREHOLDERS RATIFY THE APPOINTMENT
OF KPMG PEAT MARWICK, LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO AUDIT
THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
1997.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented
to the Meeting. If any other business is properly brought before the Meeting, it
is intended that proxies in the enclosed form will be voted in respect thereof
in accordance with the judgment of the persons voting the proxies.
STOCKHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Stockholders to
be held in 1998, Stockholder proposals must be received, marked for the
attention of: Alan MacDonald, Vice President, Finance and Administration, Sight
Resource Corporation, 67 South Bedford Street, Burlington, Massachusetts 01803,
not earlier than February 28, 1998 and not later than March 30, 1998.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.
By order of the Board of Directors:
ALAN MACDONALD
Secretary
April 17, 1997
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SIGHT RESOURCE CORPORATION
THIS PROXY IS BEING SOLICITED BY SIGHT RESOURCE CORPORATION BOARD OF DIRECTORS
The undersigned, revoking any previous proxies to these shares, hereby
acknowledges receipt of the Notice and Proxy Statement dated April 17, 1997 in
connection with the Annual Meeting to be held at 9:00 a.m. on Thursday, May 22,
1997 at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., at
One Financial Center, 38th Floor, Boston, MA 02111, and hereby appoints William
G. McLendon and Alan MacDonald, and each of them (with full power to act
alone), the attorneys and proxies of the undersigned, with power of
substitution to each, to vote all shares of the Common Stock of Sight Resource
Corporation registered in the name provided herein which the undersigned is
entitled to vote at the 1997 Annual Meeting of Stockholders, and at any
adjournments thereof, with all the powers the undersigned would have if
personally present. Without limiting the general authorization hereby given,
said proxies are, and each of them is, instructed to vote or act as follows on
the proposals set forth in said Proxy.
THIS PROXY WHEN EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO
DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSAL 2.
IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
Election of Directors (or if any nominee is not available for election, such
substitute as the Board of Directors may designate)
NOMINEES: Allen R. Kirkpatrick and Stephen M. Blinn
SEE REVERSE SIDE FOR THE PROPOSALS. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN ON THE REVERSE SIDE. YOU NEED
NOT MARK ANY BOXES.
(SEE REVERSE SIDE)
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Please Detach and Mail in the Envelope Provided
<CAPTION>
[X] Please mark
your votes
as in this
example using
dark ink only.
<S> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
1. Election of [ ] [ ] PROPOSALS 1 AND 2
Directors (or if FOR AGAINST ABSTAIN
any nominee is NOMINEES: Stephen M. Blinn 2. Proposal to Ratify the [ ] [ ] [ ]
not available for Allen R. Kirkpatrick Appointment of KPMG Peat
election, such substitute Marwick LLP as the [ ] [ ] [ ]
as the Board of Directors Company's independent
may designate.) public accountants for
the fiscal year ending 1997.
For all nominees, except as noted below
Signature:_________________________________ Date:_________________ Signature:_________________________________ Date:_______________
NOTE: Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executive,
administrator, trustee or guardian, please print full title as such.
</TABLE>
