<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
SIGHT RESOURCE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SIGHT RESOURCE CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[Logo Sight Resource Corporation]
Sight Resource Corporation
100 Jeffrey Avenue
Holliston, MA 01746
April 17, 2000
Dear Stockholder,
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Sight Resource Corporation (the "Company") to be held at 8:30 a.m. on
Thursday, May 25, 2000 at the offices of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., 38th floor, One Financial Center, Boston, Massachusetts
02111.
At the Annual Meeting, the Company will ask the Stockholders to elect two
members to the Board of Directors. The Company will also seek Stockholder
approval of an amendment to the Company's 1992 Employee, Director and
Consultant Stock Option Plan to increase the maximum number of shares of
Common Stock for which stock options may be granted to any Participant in any
consecutive three year period. In addition, the Company will ask the
Stockholders to ratify the selection of KPMG, 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 T. SULLIVAN
WILLIAM T. SULLIVAN
President and Chief Executive
Officer
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.
<PAGE>
[Logo Sight Resource Corporation]
Sight Resource Corporation
100 Jeffrey Avenue
Holliston, MA 01746
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 25, 2000
----------------
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
8:30 a.m. on Thursday, May 25, 2000 at the offices of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C., One Financial Center, 38th floor, Boston,
Massachusetts 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 2003 and until their successors
are duly elected and qualified.
2. To consider and act upon a proposal to amend the Company's 1992
Employee, Director and Consultant Stock Option Plan to increase the maximum
number of shares for which stock options may be granted to any Participant
in any consecutive three year period.
3. To consider and act upon a proposal to ratify the appointment of KPMG,
LLP as the Company's independent public accountants for the fiscal year
ending December 30, 2000.
4. 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 31, 2000, 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,
/s/ WILLIAM T. SULLIVAN
WILLIAM T. SULLIVAN
President and Chief Executive
Officer
April 17, 2000
<PAGE>
[logo Sight Resource Corporation]
Sight Resource Corporation
100 Jeffrey Avenue
Holliston, MA 01746
----------------
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 8:30 a.m. on Thursday, May 25, 2000, at
the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 38th
floor, One Financial Center, Boston, Massachusetts 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, FOR the proposal to
amend the Company's 1992 Employee, Director and Consultant Stock Option Plan
and FOR the ratification of the appointment of KPMG, LLP as the Company's
independent public accountants for the fiscal year ending December 30, 2000.
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 31, 2000 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 31, 2000, the Company had
9,256,552 shares of Common Stock and 1,452,119 shares of Series B Convertible
Preferred Stock ("Preferred Stock") outstanding and entitled to vote. Holders
of Common Stock and Preferred Stock are entitled to one vote per share on all
matters to be voted on by Stockholders.
1
<PAGE>
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 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, 2000 to all Stockholders entitled to notice of and to vote at the
Meeting.
The Annual Report to Stockholders for the fiscal year ended December 25,
1999 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 (i) shares of the Company's Common Stock and (ii) shares of the
Company's Preferred Stock and Common Stock, in each case as of March 31, 2000
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
nominee for the Board of Directors who is not currently serving on the Board,
each named executive officer (as defined below) of the Company, and all
directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Common Stock Preferred Stock
Shares Beneficially Shares Beneficially
Owned(1) Owned(1)
----------------------- -----------------------
Name and Address** of Beneficial
Owner Number Percent Number Percent
- -------------------------------- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Carlyle Venture Partners, 1,742,543 15.8% 1,452,119 100%
L.P.(2).......................
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, D.C. 20004
William G. McLendon(3)........... 390,895 4.2% -0- --
Stephen M. Blinn(4).............. 369,500 4.0% -0- --
William T. Sullivan(5)........... 451,323 4.7% -0- --
Craig H. Risk(6)................. 75,000 * -0- --
Russell E. Taskey(7)............. 44,734 * -0- --
Gary Jacobson, M.D.(8)........... 34,834 * -0- --
Richard G. Darman(2)(11)......... 5,000 -- -0- --
J. Mitchell Reese(2)............. 5,000 -- -0- --
James W. Norton(9)............... 38,833 * -0- --
Christian E. Callsen............. 7,000 * -0- --
George B. Clairmont(10).......... 125,500 1.4% -0- --
Ryan M. Schwarz(2)(11)........... -0- -- -0- --
All Directors and executive
officers as a group (12
persons)(12).................... 1,547,619 15.7% -0- --
</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.
2
<PAGE>
(1) The number of shares of Common Stock issued and outstanding on March 31,
2000 was 9,256,552 and the number of shares of Preferred Stock issued
and outstanding on March 31, 2000 was 1,452,119. The calculation of
percentage ownership for each listed beneficial owner is based upon the
number of shares of Common Stock and Preferred Stock issued and
outstanding at March 31, 2000 plus shares of Common Stock subject to
options held by such person at March 31, 2000 and exercisable within 60
days thereafter and shares underlying redeemable common stock purchase
warrants (the "Warrants"), warrants issued to investors (the "Investor
Warrants") and shares of Preferred Stock 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 1,229,472 shares of Common Stock issuable upon conversion of
1,024,560 shares of Preferred Stock and upon exercise of 204,912
Investor Warrants issued to Carlyle Venture Partners, L.P. ("CVP"),
whose general partner is TCG Ventures, Ltd. ("Ventures Ltd."). The sole
shareholder of Ventures Ltd. is TCG Ventures, L.L.C. ("Ventures LLC").
Mr. Richard G. Darman and Mr. J. Mitchell Reese are Managing Directors
of Ventures LLC. Mr. Ryan M. Schwarz is a Vice President of CVP. Mr.
Darman, Mr. Reese and Mr. Schwarz may be deemed to share beneficial
ownership of shares owned by CVP, but each of them disclaims any such
beneficial ownership. Also includes an aggregate of 513,071 shares of
Common Stock issuable upon conversion of 427,559 shares of Preferred
Stock and upon exercise of 85,512 Investor Warrants held by affiliates
of CVP: C/S Venture Investors, L.P. ("C/S"), whose general partner is
Ventures Ltd.; Carlyle U.S. Venture Partners, L.P. ("CUS") and Carlyle
Venture Coinvestment, L.L.C. ("CVC"), whose general partner and managing
member, respectively, is Ventures LLC. Mr. Darman, Mr. Reese and Mr.
Schwarz may be deemed to share beneficial ownership of shares owned by
C/S, CUS and CVC, but each of them disclaims any such beneficial
ownership.
(3) Includes 60,000 shares issuable upon exercise of stock options within 60
days after March 31, 2000. Also includes, 23,000 shares of common stock
held by a member of Mr. McLendon's immediate family of which Mr.
McLendon disclaims beneficial ownership.
(4) Includes 71,668 shares issuable upon exercise of stock options within 60
days after March 31, 2000, and 52,192 shares gifted to Mr. Blinn's
immediate family, of which Mr. Blinn disclaims beneficial ownership.
(5) Includes 208,000 shares issuable upon exercise of stock options within
60 days after March 31, 2000.
(6) Includes 71,666 shares issuable upon exercise of stock options within 60
days after March 31, 2000.
(7) Includes 25,834 shares issuable upon exercise of stock options within 60
days after March 31, 2000.
(8) The 2,000 shares of common stock are held by Dr. Jacobson's wife.
(9) Includes 38,333 shares issuable upon exercise of stock options within 60
days after March 31, 2000.
(10) Includes 70,500 shares held for the account of Clairvest Corporation of
which Mr. Clairmont is a principal. As a result of Mr. Clairmont's
relationship with Clairvest Corporation he may be deemed to be a
beneficial owner of such shares; however, Mr. Clairmont disclaims
beneficial ownership of such shares.
(11) Mr. Schwarz has been nominated to fill a vacancy created by the pending
expiration of Mr. Darman's term as a Class A director, effective on May
25, 2000.
(12) Includes 575,501 shares issuable upon exercise of stock options within
60 days after March 31, 2000.
3
<PAGE>
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 three Class A directors (Mr. Blinn, Mr. Darman and Mr. Clairmont,),
three Class B directors (Dr. Jacobson, Mr. Sullivan and Mr. Taskey) and three
Class C directors (Mr. McLendon, Mr. Reese and Mr. Callsen). 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 2001 and 2002, 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... 48 Chairman of the Board of Directors
William T. Sullivan... 56 President, Chief Executive Officer and Director
Stephen M. Blinn...... 52 Director
Christian E. Callsen.. 62 Director
George B. Clairmont*.. 51 Director
Richard G. Darman*.... 56 Director
Gary Jacobson, M.D**.. 62 Director
J. Mitchell Reese**... 40 Director
Russell E. Taskey..... 66 Director
</TABLE>
- --------
* Each of Mr. Clairmont and Mr. Darman, whose terms as Class A directors
expire on May 25, 2000, will not be standing for re-election to the Board
of Directors. The Company has nominated Mr. Schwarz to fill the vacancy
created by the expiration of Mr. Darman's term. Information on Mr. Schwarz
is provided below.
** Dr. Jacobson has resigned his position as a Class B director and Mr. Reese
has resigned his position as a Class C director, both effective May 25,
2000.
William G. McLendon has been a Director of the Company since its inception
in 1992 and served as President from 1992 to January 1998 and Chief Executive
Officer from April 1994 to January 1998. 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. Mr. McLendon is a Director
of Epion Corporation, a company which develops advanced materials and new
technology for semiconductors and other applications.
William T. Sullivan has been President, Chief Executive Officer and a
Director of the Company since January of 1998. Mr. Sullivan served as
President and Chief Operating Officer of BEC Group, a company whose business
includes marketing and distributing premium sunglasses, from 1994 to 1997. Mr.
Sullivan served as President of the Consumer Optical Group at Optical
Radiation Corporation from 1987 to the time it was acquired by BEC Group in
1994. Prior thereto, Mr. Sullivan served for eleven years in senior management
positions for Pearle Vision Center, including four years as President. Mr.
Sullivan is a past Director of Lumen Technologies.
4
<PAGE>
Stephen M. Blinn has been a Director of the Company since May of 1993. Mr.
Blinn has served as President of ExoGenesis, a startup biomedical company
whose business includes changing the surfaces of implantable medical devices.
Mr. Blinn has served as President and Chief Executive Officer of Silver
Platter Education, Inc., a company providing continuing education programs for
medical providers, since January 1999. Mr. Blinn served as an Executive Vice
President and Chief Operating Officer from May 1993 to January 1998, and as
President of the Company's SightCare operations from January 1998 to August
1998. 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.
Christian E. Callsen has been a Director of the Company since May of 1999.
Mr. Callsen has served as Chairman of Polymer Concepts, Incorporated, formerly
known as Allen Medical Systems, a private Cleveland-based medical devices
manufacturer, since 1995 and as President and Chief Executive Officer from
1996 to 1998. Prior thereto he served in the following positions at various
times throughout his professional career: President and Chief Operating
Officer of Applied Medical Technology, Inc.; President, Chief Operating
Officer and Director of Professional Veterinary Hospitals of America, Inc.;
President and Chief Operating Officer of HLS Management Company; and Chairman
and Chief Executive Officer of the Optical Group of Cole National Corporation.
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 2,000 person human resource professional association.
He also serves on the advisory board of Active Control Experts and the
advisory board of Epion Corporation.
Ryan M. Schwarz has been nominated to fill the position on the Board of
Directors made available by the resignation of Mr. Darman, effective May 25,
2000. Mr. Schwarz is a Vice President of the Carlyle Venture Partners, L.P.
("CVP"). Prior to joining CVP in 1997, Mr. Schwarz was a Vice President in
Robertson Stephens & Company's health care services investment banking group.
Prior to joining Robertson Stephens & Company, Mr. Schwarz was with the
Mergers and Acquisitions department of Morgan Stanley & Co. Mr. Schwarz serves
on the Boards of Directors of Heritage Health Systems and Primary Health.
Committees of The Board of Directors and Meetings
Meeting Attendance. During the fiscal year ended December 25, 1999 there
were nine meetings of the Board of Directors, and the various committees of
the Board of Directors met a total of two times. With the exception of Mr.
Reese, who attended 55% of the meetings, 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 1999. 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. Clairmont,
Jacobson, 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 25, 1999.
5
<PAGE>
Compensation Committee. The Compensation Committee, which met once during
fiscal 1999, has three members, Messrs. Darman, Callsen and Taskey. 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.
Executive Officers
The names of, and certain information regarding, executive officers of the
Company as of April 17, 2000 who are not also directors, are set forth below.
<TABLE>
<CAPTION>
Name Age Position with the Company
---- --- -------------------------
<S> <C> <C>
James W. Norton. 49 Executive Vice President of Finance and Administration,
Chief Financial Officer and Treasurer
</TABLE>
James W. Norton, has been Executive Vice President of Finance and
Administration, Chief Financial Officer and Treasurer of the Company since
August 1998. Mr. Norton served as Vice President of Finance for the
International Division of Dunkin Donuts/Baskin Robbins, a Massachusetts-based
subsidiary of Allied Domecq, a British food and service company, from 1982 to
1998. Prior thereto, Mr. Norton served as Marketing Controller of Unitrode
Corporation, a Massachusetts based manufacturer of electrical components.
6
<PAGE>
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") consists of the following non-
employee members of the Board of Directors: Richard Darman, Christian Callsen
and Russell Taskey. 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 executive officers, officers and certain senior
management (all three groups collectively, the "Senior Managers") with the
interests of the Company's stockholders.
The Company's executive compensation program combines cash compensation with
long-term incentive compensation, consisting principally of stock option
grants, to attract, motivate and maintain its Senior Managers. In addition,
Senior Managers are 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. 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 generally 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. Also
considered are the performance of the Company, the performance of the specific
area of the Company's business for which the Senior Manager has direct
responsibility and progress towards implementing the Company's business plan.
Cash bonuses are awarded to Senior Managers principally as a mechanism to
recognize and reward individual and/or Company achievements. Cash bonuses are
awarded based upon the Senior Manager's progress towards meeting specific
goals established in writing at the time that final budgets for the fiscal
year are approved, including the performance of the specific area of the
Company's business for which the Senior Manager has direct responsibility and
progress towards implementing and achieving the Company's business plan and
profit goals. The amount of such bonuses will vary depending upon the above
mentioned factors and in determining such amounts the Committee will consider
a bonus range based on minimum and maximum percentages of the Senior Manager's
base salary.
The Committee believes that stock option grants: (1) align Senior Managers'
interest with stockholder interest by creating a direct link between
compensation and stockholder return; (2) assure that Senior Managers maintain
a significant long-term interest in the Company's success; and (3) help retain
Senior Managers in a competitive market. Option grants are made from time to
time to Senior Managers 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
and/or Company performance measures established for each individual, including
the Company's Chief Executive Officer. Generally, options vest in equal annual
installments over a period of three years and expire ten years from the date
of grant.
Richard Darman
Christian Callsen
Russell Taskey
7
<PAGE>
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 two other most highly compensated executive officers of the Company who
were serving as such at the end of fiscal 1999 (the "named executive
officers") for services rendered to the Company in all capacities during the
last three fiscal years ended December 25, 1999. No other executive officer of
the Company received compensation exceeding $100,000 for the fiscal year ended
December 25, 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
--------------------------- ------------
Securities
Name and Principal Fiscal Underlying All Other
Position Year Salary($) Bonus($) Other($) Options(#) Compensation($)(1)
- ------------------ ------ --------- -------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
William T. Sullivan (2). 1999 245,000 -0- -0- 50,000 10,200
President and Chief 1998 216,731 -0- -0- 325,000 9,221
Executive Officer
Craig H. Risk (3)....... 1999 150,000 -0- -0- 20,000 8,400
Executive Vice 1998 136,634 4,000 -0- 15,000 8,069
President, New Business 1997 4,462 -0- -0- 100,000 -0-
Development
James W. Norton (4)..... 1999 165,000 -0- -0- 25,000 12,500
Executive Vice 1998 52,308 7,500 -0- 114,999 12,698
President, Finance and
Chief Financial Officer
</TABLE>
- --------
(1) Represents the cost to the Company of matching contributions under the
Company's 401(k) Plan, the dollar value of premiums paid by the Company
with respect to term life insurance for all named executive officers, car
allowances and relocation expenses.
(2) Mr. Sullivan became an executive officer of the Company and was named
President and Chief Executive Officer effective January 26, 1998. Mr.
Sullivan receives an annual salary of $245,000.
(3) Mr. Risk became an executive officer and Vice President of Operations of
the Company effective December 1997. Mr. Risk resigned his position as
Executive Vice President, New Business Development on March 17, 2000.
(4) Mr. Norton became an executive officer and Executive Vice President,
Finance and Chief Financial Officer, of the Company effective August 17,
1998. Mr. Norton receives an annual salary of $171,500.
Option Grants in Last Fiscal Year
The following table sets forth information regarding each stock option
granted during fiscal year 1999 to each of the named executive officers. The
potential realizable values that would exist for the respective options are
based on assumed rates of annual compound stock price appreciation of 5% and
10% from the date of grant over the full term of the option. Actual gains, if
any, on stock options, exercises and Common Stock holdings are dependent on
the future performance of the Common Stock.
8
<PAGE>
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------
Potential
Realizable Value
at Assumed
Number of Annual Rates of
Securities % of Total Stock Price
Underlying Options Granted Appreciation for
Options to Employees Exercise Option Term
Granted in Fiscal Price Expiration ----------------
Name (#)(1) Year(2) ($/share) Date 5% 10%
- ---- ---------- --------------- --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
William T. Sullivan..... 50,000(3) 17.3% $2.03 12/9/09 $63,833 $161,765
James W. Norton......... 25,000(3) 8.7% $2.03 12/9/09 $31,916 $ 80,882
Craig H. Risk........... 20,000(3) 7.0% $2.03 12/9/09 $25,533 $ 64,706
</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 289,000 shares of Common Stock in
fiscal year 1999.
(3) These options vest annually in three equal installments commencing one
year from the date of grant.
Option Exercises in Last Fiscal Year and Fiscal Year-End Values
None of the named executive officers exercised stock options during fiscal
year 1999. The following table includes the number of shares covered by both
exercisable and unexercisable stock options as of December 25, 1999 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.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-the-money Options
Shares Fiscal Year-End (#) at Fiscal Year-End ($)
Acquired Value ------------------------- -----------------------------
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable (1)
- ---- --------------- ------------ ----------- ------------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
William T. Sullivan..... -- -- 208,333 166,667 -0- -0-
Craig H. Risk........... -- -- 71,666 63,334 -0- -0-
James W. Norton......... -- -- 38,333 101,666 -0- -0-
</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 $2.12, the closing
sale price per share of the Company's Common Stock as reported on NASDAQ
on December 25, 1999.
9
<PAGE>
PERFORMANCE GRAPH
The graph below compares the performance of Sight Resource Corporation with
that of the NASDAQ Stock Market Total Return Index, the NASDAQ Health Service
Stock Return Index and the NASDAQ Retail Trade 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
December 31, 1993 in each of Sight Resource Corporation, the NASDAQ Stock
Market, the NASDAQ Health Service Group and the NASDAQ Retail Trade Group with
investment weighted on the basis of market capitalization. The graph lines
merely connect quarter-end dates and do not reflect fluctuations between those
dates.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
12/94 3/95 9/95 12/95 3/96 9/96 12/96 3/97 9/97 12/97 3/98 6/98 12/98 3/99 6/99 12/99
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sight Resource
Corporation 100 132 175 215 165 128 91 78 109 75 80 72 42 46 85 42
NASDAQ Stock
Market 100 109 140 141 148 166 174 164 227 213 249 256 300 336 367 542
NASDAQ Health
Service Stocks 100 110 109 127 132 143 127 118 144 129 141 128 109 98 122 90
NASDAQ Retail
Trade Stocks 100 99 117 110 124 140 131 125 160 154 185 189 188 187 193 182
</TABLE>
Employment Agreements, Termination Of Employment And Change Of Control
Arrangements
The Company has entered into employment agreements with Messrs. Sullivan,
McLendon, Blinn, Norton and Risk. The terms of the agreement with Mr. Sullivan
provide that he will serve as President and Chief Executive Officer until
January 26, 2001 and receive an annual salary of $245,000, subject to increase
from time to time by the Board of Directors. The terms of the agreement with
Mr. McLendon provide that he will receive biweekly payments of $3,500 through
February 25, 2000. The terms of the agreement with Mr. Blinn provide that he
will receive biweekly payments of $3,750 through April 28, 2000. The terms of
the agreement with Mr. Norton provide that he will serve as Vice President of
Finance and Chief Financial Officer of the Company at an annual salary of
$171,500. Mr. Risk resigned his position as Executive Vice President, New
Business Development effective March 17, 2000. Mr. Sullivan is also eligible to
receive a discretionary annual bonus not to exceed 50% of his yearly base
salary payable annually based upon profitability of the Company. Mr. Norton is
also eligible to receive a discretionary annual bonus not to exceed 35% of his
yearly base salary payable annually based upon profitability of the Company.
Mr. Sullivan's agreement was amended on December 4, 1998. The amendment
provides for payment of base salary and health insurance for a period of two
years in the event that Mr. Sullivan's employment is (i) terminated without
cause, (ii) not renewed by the Company, or (iii) terminated by a breach of
contract by the Company. The amendment also provides for payment of two years
salary upon certain changes of control of the Company. Changes of control which
may trigger payment 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
10
<PAGE>
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, (iii) if, during any consecutive twelve month period beginning
on or after the date on which the amendment was executed individuals who at
the beginning of such period were directors of the Company cease to constitute
at least a majority of the Board of Directors of the Company, or (iv) a
merger, consolidation, liquidation or sale of substantially all of the
Company's assets. The agreement for Mr. Norton provides for a payment of one
year's salary 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. In the event that Mr. Norton's
employment is terminated without cause or in certain other circumstances, he
is entitled to one year's base salary and the cost of one year's health
benefits as severance. In addition, following a Change of Control of the
Company, all unvested stock options held by Mr. Sullivan and Mr. Norton will
accelerate automatically.
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 1999. To the
knowledge of the Company, all of these filing requirements were satisfied
during fiscal 1999. 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.
CERTAIN TRANSACTIONS
On November 25, 1997, the Company closed upon the sale of an aggregate of
1,452,119 shares of Series B Convertible Preferred Stock (the "Preferred
Stock"), and Class I and Class II Warrants to Carlyle Venture Partners, L.P.,
C/S Venture Investors, L.P., Carlyle U.S. Venture Partners, L.P. and Carlyle
Venture Coinvestment, L.L.C. (collectively, the "Purchasers") for a net
purchase price of $4,582,000. The Preferred Stock was purchased at a price
lower than market value, and as a result, the difference of $1,953,000 was
accounted for by the Company as a dividend to the holders of the Preferred
Stock. Each share of Preferred Stock is convertible into one share of Common
Stock, subject to adjustment, at the Purchasers' option at any time and at the
Company's option if the price per share of Common Stock during any period of
thirty consecutive trading days equals or exceeds $7.00 at any time during the
first three years or $9.00 at any time thereafter. The holders of the
Preferred Stock have the right to appoint two directors to the Company's Board
of Directors. The Purchasers have appointed Richard G. Darman, a Partner of
The Carlyle Group, and J. Mitchell Reese, the Managing Director-Venture of The
Carlyle Group, as their initial appointees to the Company's Board of
Directors. The Class I (Mirror) Warrants entitle the Purchasers to purchase an
amount of shares of the Company's Common Stock equal to an aggregate of up to
19.9% of the shares of Common Stock purchasable
11
<PAGE>
under the Company's outstanding warrants and options on the same terms and
conditions of existing warrant and option holders. The Purchasers are
obligated to exercise the Class I Warrants at the same time the options and
warrants of existing holders are exercised, subject to certain limitations.
The Class II Warrants entitle the Purchasers to purchase an aggregate of
290,424 shares of the Company's Common Stock at an exercise price of $7.00 per
share for a term of five years. The Purchasers are entitled to "shelf"
registration rights and "piggyback" registration rights with respect to the
shares of Common Stock underlying the Preferred Stock, the Class I Warrants
and the Class II Warrants. Upon a change of control of the Company, defined as
(i) a change in any person or group obtaining a majority of the securities
ordinarily having the right to vote in an election of Directors; (ii) during
any two year period, the individuals who at the beginning of the period
constituted the Company's Board of Directors no longer constitute a majority
of the Board of Directors; (iii) any merger, consolidation, recapitalization,
reorganization, dissolution or liquidation of the Company which results in the
current stockholders no longer owning more than 50% of the voting securities
of the Company; (iv) any sale, lease exchange or other transfer of all, or
substantially all, of the assets of the Company; or (v) the adoption of a plan
leading to the liquidation or dissolution of the Company, at the option of the
Purchasers, the Company would be required to redeem the Preferred Stock at a
price equal to 105% of the offering price, subject to certain adjustments,
plus accrued and unpaid dividends.
In connection with the exercise of stock options during fiscal 1997, Stephen
M. Blinn, the Company's Executive Vice President and a Director, issued a
promissory note (the "Promissory Note") to the Company for $594,111. The
Promissory Note is due on the earlier of September 2, 2007 or the date upon
which Mr. Blinn receives the proceeds of the sale of not less than 20,000 of
the shares acquired in connection with the exercise of the stock options.
Interest accrues at the rate of 6.55%, compounding annually, and is payable on
the earlier of the maturity date of the Promissory Note or upon certain
defined Events of Default. Mr. Blinn may prepay all or any part of the
Promissory Note without penalty or premium.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for a classified Board
of Directors. The Board of Directors currently consists of nine members,
classified into three classes as follows: first, Mr. Blinn, Mr. Darman and Mr.
Clairmont constitute a class with a term which expires at the Annual Meeting
(the "Class A directors"); second, Dr. Jacobson, Mr. Sullivan and Mr. Taskey
constitute a class with a term ending in 2001 (the "Class B directors"); and
third, Mr. McLendon, Mr. Reese and Mr. Callsen, constitute a class with a term
ending in 2002 (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 March 1, 2000
voted (i) to fix the Board of Directors at nine members and (ii) to nominate
Mr. Blinn and Mr. Schwarz for election at the Meeting for a term of three
years to serve until the Annual Meeting of Stockholders in the year 2003, and
until their respective successors are elected and qualified. The Class B
directors (Mr. Sullivan and Mr. Taskey) and the Class C directors (Mr.
McLendon and Mr. Callsen) will serve until the Annual Meetings of Stockholders
to be held in 2001 and 2002, respectively, and until their respective
successors have been elected and qualified. The Board of Directors will
consist of six members, effective May 25, 2000.
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
12
<PAGE>
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. SCHWARZ
AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR
THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
PROPOSAL 2
AMENDMENT OF THE COMPANY'S 1992 EMPLOYEE, DIRECTOR
AND CONSULTANT STOCK OPTION PLAN
General
The Company's 1992 Employee, Director and Consultant Stock Option Plan (the
"Stock Option Plan") was approved by the Company's Board of Directors on
November 30, 1992 and by the Company's Stockholders on February 4, 1993. A
total of 170,000 shares of Common Stock were initially reserved for issuance
under the Stock Option Plan. By the terms of the Stock Option Plan, the Stock
Option Plan may be amended by the Board of Directors or the Compensation
Committee of the Board of Directors (the "Compensation Committee"), provided
that any amendment approved by the Board of Directors or the Compensation
Committee which is of a scope that requires Stockholder approval in order to
ensure favorable federal income tax treatment for any incentive stock options
under Code Section 422 or requires Stockholder approval in order to ensure the
qualification of the Stock Option Plan under Rule 16b-3 under the Securities
Exchange Act of 1934, is subject to obtaining such Stockholder approval.
On May 18, 1993, October 1, 1993, March 4, 1994, March 5, 1996 and February
16, 1999 the Compensation Committee voted to approve amendments to the Stock
Option Plan to increase by 155,000, 175,000, 500,000, 500,000 and 350,000
shares, respectively, the aggregate number of shares of Common Stock for which
stock options may be granted under the Stock Option Plan. On December 9, 1999,
the Board of Directors voted to approve a further amendment to the Stock
Option Plan to increase by an additional 50,000 shares to 400,000 the maximum
number of shares of Common Stock for which stock options may be granted to any
Participant in any consecutive three year period under the Stock Option Plan.
This amendment is being submitted for Stockholder approval at the Meeting to
ensure continued qualification of the Stock Option Plan under Rule 16b-3 under
the Securities Exchange Act of 1934. The Board believes that the increase in
the maximum number of shares for which stock options may be granted to any
Participant in any consecutive three year period under the Stock Option Plan
is advisable to give the Company the flexibility needed to attract, retain and
motivate employees, directors and consultants. All employees and consultants
of the Company and the members of the Board of Directors are eligible to
participate in the Stock Option Plan.
Material Features Of The Stock Option Plan
Options granted under the Stock Option Plan may be either (i) options
intended to qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or (ii)
13
<PAGE>
options that are not incentive stock options ("non-qualified stock options").
Incentive stock options may be granted under the Stock Option Plan to officers
and other employees of the Company and its affiliates (approximately 675
persons). Non-qualified stock options may be granted to directors, employees,
officers or consultants of the Company and its affiliates (approximately 750
persons). The Stock Option Plan currently provides for a grant to each non-
employee director immediately following each Annual Meeting of shareholders of
a non-qualified stock 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 grant shall have an exercise price equal to the fair market value of the
Common Stock on the date of grant and shall vest in equal annual installments
over two years. See "Compensation of Directors."
The Stock Option Plan is administered by the Compensation Committee of the
Board of Directors. Subject to the provisions of the Stock Option Plan, the
Compensation Committee has the authority to administer the provisions of the
Stock Option Plan, to determine the persons to whom options will be granted,
the number of shares to be covered by each option and the terms and conditions
upon which an option may be granted.
The aggregate fair market value (determined at the time of grant) of shares
issuable pursuant to incentive stock options which become exercisable in any
calendar year under any incentive stock option plan of the Company by an
employee or officer may not exceed $100,000. Incentive stock options granted
under the Stock Option Plan may not be granted at a price less than 100% of
the fair market value of the Common Stock on the date of grant (or 110% of
fair market value in the case of employees or officers holding 10% or more of
the voting stock of the Company). Non-qualified stock options granted under
the Stock Option Plan may not be granted at an exercise price less than 50% of
the fair market value of a share of Common Stock on the date of grant.
Incentive stock options granted under the Stock Option Plan expire not more
than ten years from the date of grant, or not more than five years from the
date of grant in the case of incentive stock options granted to an employee or
officer holding 10% or more of the voting stock of the Company.
An option granted under the Stock Option Plan is exercisable, during the
optionholders lifetime, only by the optionholder and is not transferable by
him except by will or by the laws of descent and distribution. An option
granted to an individual who is subject to Section 16 of the Securities
Exchange Act of 1934 is not exercisable within six months after the date of
grant. An incentive stock option granted under the Stock Option Plan may, at
the Board of Director's discretion, be exercisable after the termination of
the optionholder's employment with the Company (other than by reason of death,
disability or termination for cause as defined in the Stock Option Plan) to
the extent exercisable on the date of such termination, for up to 90 days
following such termination, provided that such incentive stock option has not
expired on the date of such exercise. In granting any non-qualified stock
option, the Board of Directors may specify that such non-qualified stock
option shall be subject to such termination or cancellation provisions as the
Board of Directors may specify. In the event of the optionholder's death, both
incentive stock options and non-qualified stock options may be exercised, to
the extent exercisable on the date of death, by the optionholder's survivors
at any time prior to the earlier of the option's specified expiration date or
one year from the date of the optionholder's death.
As of March 31, 2000, options to purchase an aggregate of 1,624,327 shares
had been granted under the Stock Option Plan, of which options to purchase
797,482 shares were exercisable. As of March 31, 2000, 163,332 options had
been exercised by Directors or executive officers of the Company. On March 31,
2000, the closing sale price per share of the Company's Common Stock was
$1.60, as reported on NASDAQ.
14
<PAGE>
Certain options granted pursuant to the Stock Option Plan to Mr. Norton, Mr.
Sullivan and Mr. Blinn, a former officer, may be subject to immediate vesting
upon the event of a change in control of the Company, as defined in their
option agreements with the Company. Changes in control triggering immediate
vesting of options may include (i) a person's becoming the beneficial owner of
25% or more of the outstanding Common Stock of the Company, or (ii) the
merger, consolidation, liquidation or sale of substantially all of the
Company's assets. Currently, [460,000] options granted under the Stock Option
Plan are subject to a change of control provision.
Federal Income Tax Considerations
The following is a description of certain U.S. federal income tax
consequences of the issuance and exercise of options under the Stock Option
Plan:
Incentive Stock Options. An incentive stock option does not result in
taxable income to the option holder or deduction to the Company at the time it
is granted or exercised, provided that no disposition is made by the optionee
of the shares acquired pursuant to the option within two years after the date
of granting of the option nor within one year after the date of issuance of
shares to the individual (the "ISO holding period"). However, the difference
between the fair market value of the stock on the date of exercise and the
option price therefor will be an item of tax preference included in
"alternative minimum taxable income." Upon disposition of the stock after the
ISO holding period, the optionee will generally recognize long-term capital
gain or loss based on the difference between the disposition proceeds and the
option price paid for the stock. If the stock is disposed of prior to the
expiration of the ISO holding period, the optionee generally will recognize
taxable compensation, and the Company will have a corresponding deduction, in
the year of disposition, equal to the excess of the fair market value of the
stock on the date of exercise of the option over the option price. Any
additional gains realized on the disposition will normally constitute capital
gain. If the amount realized upon such a disqualifying disposition is less
than fair market value of the stock on the date of exercise, the amount of
compensation income will be limited in the excess of the amount realized over
the optionee's adjusted basis in the stock.
Non-Qualified Stock Options. The grant of a non-qualified option will not
result in taxable income to the optionee, or deduction to the Company at the
time of grant. The optionee will recognize taxable compensation, and the
Company will have a corresponding deduction, at the time of exercise in the
amount of the excess of the then fair market value of the shares acquired over
the option price. Upon disposition of the shares, the optionee will generally
realize capital gain or loss, and the individual's basis for determining gain
or loss will be the sum of the option price paid for the stock plus the amount
of compensation income recognized on exercise of the option.
The affirmative vote of a majority of the votes present or represented and
entitled to vote at the Meeting is required to approve the amendment to the
Stock Option Plan which increase the aggregate number of shares of Common
Stock available under the Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE ADOPTION OF AN AMENDMENT
TO THE STOCK OPTION PLAN TO INCREASE BY 50,000 SHARES, THE MAXIMUM NUMBER OF
SHARES FOR WHICH STOCK OPTIONS MAY BE GRANTED TO ANY PARTICIPANT IN ANY
CONSECUTIVE THREE YEAR PERIOD UNDER THE STOCK OPTION PLAN, AND PROXIES
SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH AMENDMENT UNLESS A
STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
15
<PAGE>
PROPOSAL 3
INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee has recommended and the Board of Directors has approved
the appointment of KPMG, LLP, independent certified public accountants, to
audit the financial statements of the Company for the fiscal year ending
December 30, 2000. The Company expects that representatives of KPMG, 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 THAT THE STOCKHOLDERS RATIFY THE
APPOINTMENT OF KPMG, LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO AUDIT
THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
30, 2000 AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF
UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
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
In order to be included in Proxy material for the 2001 Annual Meeting,
stockholder proposals must be received by the Company on or before December
18, 2000. For stockholder proposals which are not to be included in proxy
materials for the 2001 Annual Meeting, in order for a stockholder to nominate
a person or persons for election to the Board of Directors or to properly
bring other business before an annual meeting of stockholders, notice of such
business proposal or of such nomination must be delivered to the Secretary of
the Company not earlier than February 1, 2001 and not later than March 3,
2001. Stockholder proposals must be received, marked for the attention of:
Secretary, Sight Resource Corporation, 100 Jeffrey Avenue, Holliston,
Massachusetts 01746.
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:
/s/ WILLIAM T. SULLIVAN
WILLIAM T. SULLIVAN
President and Chief Executive
Officer
April 17, 2000
16
<PAGE>
SIGHT RESOURCE CORPORATION
THIS PROXY IS BEING SOLICITED BY SIGHT RESOURCE CORPORATION'S BOARD OF DIRECTORS
The undersigned, revoking any previous proxies relating to these shares, hereby
acknowledges receipt of the Notice and Proxy Statement dated April 17, 2000, in
connection with the Annual Meeting to be held at 8:30 a.m. on Thursday, May 25,
2000, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
38th floor, One Financial Center, Boston, Massachusetts and hereby appoints
William T. Sullivan and James W. Norton, 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 2000 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
PROPOSALS 2 AND 3.
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: Stephen M. Blinn Ryan M. Schwarz
SEE REVERSE SIDE FOR OTHER 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)
------------------
<PAGE>
[X] Please mark votes as in this example.
The Board of Directors recommends a vote FOR Proposals 1 through 3.
1. ELECTION OF DIRECTORS (SEE REVERSE). FOR [_] WITHHELD [_]
_____________________________________________________
[_] For all nominees except as noted above.
2. Proposal to increase by 50,000 shares the maximum number of shares of
Common Stock for which stock options may be granted to any Participant
in any consecutive three-year period under Sight Resource Corporation's
1992 Employee, Director and Consultant Stock Plan, as amended.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Proposal to Ratify the Appointment of KPMG LLP as Sight Resource
Corporation's independent public accountants for the fiscal year ending
December 30, 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
PLEASE SIGN EXACTLY AS NAME(S) APPEARS HEREON. JOINT
OWNERS SHOULD EACH SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH.
Signature:___________________________ DATE____________
Signature:___________________________ DATE ___________
