As filed with the Securities and Exchange Commission on August 27, 1996
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 Sect. 240.14a-11(c)
or Sect. 240.14a-12
NFO RESEARCH, INC.
(Name of Registrant as Specified in its Charter)
NFO RESEARCH, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
| | $125 per Exchange Act Rules 0-11(c)(i)(ii), 14a-6(i)(1),
14a-6(i)(2)
| | $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3)
| | 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:
4)Proposed maximum aggregate value of transaction:
|X| 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 No.:
3)Filing Party:
4)Date Filed:
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NFO RESEARCH, INC.
2 Pickwick Plaza
Greenwich, Connecticut 06830
NOTICE OF
SPECIAL MEETING
AND
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
September 19, 1996
<PAGE>
NFO RESEARCH, INC.
2 Pickwick Plaza
Greenwich, Connecticut 06830
To the Stockholders of NFO Research, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of NFO Research, Inc. (the "Company") will be held at the offices of
the Company located at 2 Pickwick Plaza, Greenwich, Connecticut, on Thursday,
the 19th day of September, 1996 at 9:00 a.m. (Eastern Daylight Time), for the
following purposes:
(1) To consider and act upon a proposal to amend Article FOURTH of the
Restated Certificate of Incorporation of the Company to increase the
authorized number of shares of the Company from 20,000,000 consisting of
15,000,000 shares of Common Stock, par value $.01 per share (the "Common
Stock") and 5,000,000 shares of Preferred Stock, par value $.01 per share
(the "Preferred Stock"), to 65,000,000, consisting of 60,000,000 shares of
Common Stock and 5,000,000 shares of Preferred Stock; and
(2) To consider and act upon any other matters which may properly come
before the Special Meeting or any adjournment thereof.
Only stockholders of record at the close of business on August 16, 1996 will
be entitled to notice of, and to vote at, the Special Meeting.
By order of the Board of Directors,
Steven J. Gilbert
Secretary
Greenwich, Connecticut
August 27, 1996
A PROXY FOR THE MEETING AND A PROXY STATEMENT ARE ENCLOSED HEREWITH. YOU ARE
REQUESTED TO FILL IN AND SIGN THE ENCLOSED FORM OF PROXY, WHICH IS SOLICITED BY
THE COMPANY'S BOARD OF DIRECTORS, AND TO MAIL IT PROMPTLY. STOCKHOLDERS WHO
EXECUTE PROXIES RETAIN THE RIGHT TO REVOKE THEM AT ANY TIME BEFORE THEY ARE
VOTED.
<PAGE>
NFO RESEARCH, INC.
PROXY STATEMENT
A Special Meeting of Stockholders (the "Special Meeting") of NFO Research,
Inc. (the "Company") will be held on September 19, 1996, for the purposes set
forth in the accompanying Notice of Special Meeting of Stockholders. This
statement and the accompanying proxy, which are first being sent to
stockholders on or about August 27, 1996, are furnished in connection with the
solicitation by the Board of Directors of proxies to be used at such meeting
and at any adjournment thereof. If a proxy in the accompanying form is duly
executed and returned, the shares represented thereby will be voted in
accordance with the recommendations of the Board of Directors. The proxy
nevertheless may be revoked prior to its exercise by delivering written notice
of revocation to the Secretary of the Company, by executing a later dated proxy
or by attending the Special Meeting and voting in person.
The Board of Directors has fixed the close of business on August 16, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Special Meeting (the "Record Date"). As of the Record Date, the
Company had outstanding 10,190,979 shares of Common Stock, par value $.01 per
share (the "Common Stock") which constitutes the only class of voting
securities of the Company. Each share of Common Stock is entitled to one vote
at the Special Meeting. All references in this Proxy Statement to amounts of
shares of Common Stock reflect the Company's three for two stock split effected
on February 5, 1996 (the "1996 Stock Split").
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership, both direct and
indirect, reported to the Company as of August 16, 1996, of Common Stock of the
Company including shares as to which a right to acquire ownership exists (for
example, through the exercise of certain stock options). The information is
presented for beneficial owners of more than five percent (5%) of the Company's
Common Stock, for each director and each executive officer and for the group
comprised of all directors and executive officers. Management knows of no
persons other than those identified herein who owned beneficially more than
five percent (5%) of the outstanding shares of Common Stock as of August 16,
1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name and Address
of Beneficial Owner (1) Number of Shares Percentage of
of Common Stock Common Stock
Beneficially Owned
- -------------------------------------- ------------------ ------------
Commonwealth Capital Partners, L.P. (2) 639,598 6.2%
245 Park Avenue
New York, NY 10167
William Blair & Company (3). 1,514,906 14.8%
135 South LaSalle Street
Chicago, IL 60603
HLM Management Co., Inc. (4) 594,950 5.8%
222 Berkeley Street
Boston, MA 02116
Walter A. Forbes (5) 73,675 *
707 Summer Street
Stamford, CT 06901
Steven J. Gilbert (2)(6) 669,598 6.5%
245 Park Avenue
New York, NY 10167
Edmund A. Hajim (7) 40,786 *
230 Park Avenue
New York, NY 10167
<PAGE>
Number of Shares
Name and Address of Common Stock Percentage
of Beneficial Owner (1) Beneficially of Common Stock
Owned
- -------------------------- ---------------- --------------
Charles B. Hamlin 0
2 Pickwick Plaza
Greenwich, CT 06830
Patrick G. Healy (8) 60,450 *
2 Pickwick Plaza
Greenwich, CT 06830
William E. Lipner (9). 564,141 5.5%
2 Pickwick Plaza
Greenwich, CT 06830
John Sculley (10) 60,000 *
90 Park Avenue, 32nd Floor
New York, NY 10017
Richard A. Spitzer (11). 143,735 1.4%
2700 Oregon Road
Northwood, Ohio 43619
Lawrence D. White (12) 117,082 1.1%
2 Pickwick Plaza
Greenwich, CT 06830
All executive officers and directors as a group 1,729,467 16.9%
(9 persons) (13)
- -------
* Represents less than 1% of the outstanding shares of Common Stock.
(1) Except as indicated in the notes to this table, the persons named in this
table have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them.
(2) Commonwealth owns 639,598 shares of Common Stock. As Steven J. Gilbert,
Barry A. Schwimmer and Elliot Stein, Jr. are each Managing Directors of
Commonwealth, each of them may be deemed to own beneficially the 639,598
shares of Common Stock held by Commonwealth. Each Managing Director shares
voting and investment power with respect to such shares. Mr. Schwimmer, a
former director of the Company, also holds options to acquire 22,500 shares.
(3) As of December 31, 1995, pursuant to a statement on Schedule 13G dated
March 7, 1996 filed with the Securities and Exchange Commission by William
Blair & Co. William Blair & Co. is an investment advisor that owns 1,514,906
shares of Common Stock of the Company on behalf of its clients.
(4) Includes 62,500 shares owned by HLM Partners VI, L.P. ("HLM 6") and 91,950
shares owned by HLM Partners VII, L.P. ("HLM 7"). HLM Management Co., Inc.
is an investment advisor that owns 440,500 shares of Common Stock of the
Company on behalf of its clients. By virtue of their relationship as
affiliated entities, each of HLM Management Co., Inc., HLM 6 and HLM 7 may
be deemed to own beneficially 594,950 shares of Common Stock. In addition,
each of HLM Associates VI, L.P. ("Associates 6") as the sole general partner
of HLM 6 and HLM Associates VII, L.P. ("Associates 7") as the sole general
partner of HLM 7 and each of Mr. Arno R. Haberkorn, III, Ms. Judith P.
Lawrie, Mr. James J. Mahoney, Jr., Mr. Peter J. Grua and Ms. Frances M. Hawk
as individual general partners of Associates 6 and Associates 7, may be
deemed to own beneficially 594,950 shares of Common Stock.
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<PAGE>
(5) Includes 4,500 shares held by members of Mr. Forbes' family, for which Mr.
Forbes may be deemed to share voting and investment power and thus may be
deemed to own beneficially. Also includes 30,000 shares issuable upon the
exercise of options granted to Mr. Forbes pursuant to the Directors' Stock
Option Plan.
(6) Includes 639,598 shares held directly by Commonwealth. See note (2) above.
Also includes 30,000 shares issuable upon exercise of options granted to Mr.
Gilbert pursuant to the Directors' Stock Option Plan.
(7) Includes 30,000 shares issuable upon exercise of options granted to Mr.
Hajim pursuant to the Directors' Stock Option Plan.
(8) Includes 60,000 shares issuable upon exercise of options granted to Mr.
Healy pursuant to the Employees' Stock Option Plan which have already
vested.
(9) Includes 99,000 shares issuable upon the exercise of options granted to Mr.
Lipner pursuant to the Employees' Stock Option Plan which have already
vested. Also includes 208,950 shares indirectly owned by him, 152,250 of
which are owned directly by his wife, Deborah Lipner; and 56,700 of which
are held in custodial accounts and trusts for their sons Justin Drew Lipner
and Wesley Edwin Lipner. A trust holds 3,375 shares of Common Stock of the
Company for the benefit of Deborah Lipner; however, since the trustee of the
trust has sole voting and investment power with respect to the shares, Mr.
Lipner does not beneficially own such shares.
(10)Includes 37,500 shares issuable upon the exercise of options granted to Mr.
Sculley which are exercisable in whole or in part at any time before October
25, 1999. Also includes 22,500 shares issuable upon the exercise of options
granted to Mr. Sculley pursuant to the Directors' Stock Option Plan.
(11)Includes 52,250 shares issuable upon exercise of the options granted to Mr.
Spitzer pursuant to the Employees' Stock Option Plan which have already
vested.
(12)Includes 63,750 shares issuable upon exercise of options granted to Mr.
White pursuant to the Employees' Stock Option Plan which have already
vested. Also includes 337 shares held by Mr. White's children, for which Mr.
White may be deemed to share voting and investment power and thus may be
deemed to own beneficially.
(13)Includes 112,500 shares issuable upon exercise of options granted pursuant
to the Directors' Stock Option Plan, 37,500 shares issuable upon exercise of
options granted to Mr. Sculley and 215,000 shares issuable upon exercise of
options granted pursuant to the Employees' Stock Option Plan which have
already vested.
PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
The Restated Certificate of Incorporation of the Company (the "Restated
Certificate of Incorporation") presently authorizes 20,000,000 shares,
consisting of 15,000,000 shares of Common Stock, par value $.01 per share (the
"Common Stock") and 5,000,000 shares of Preferred Stock, par value $0.01 (the
"Preferred Stock"). The Board of Directors has unanimously adopted a
resolution proposing and declaring it advisable that Article FOURTH of the
Restated Certificate of Incorporation be amended in order to increase the
number of authorized shares from 20,000,000 to 65,000,000, of which 60,000,000
will be Common Stock and 5,000,000 will be Preferred Stock, and recommending
the approval of the proposed amendment to the Company's stockholders. The full
text of the proposed amendment is attached hereto as Exhibit A. Of the
Company's presently authorized 15,000,000 shares of Common Stock, 10,190,979
were outstanding as of August 16, 1996, and 4,809,021 were available for
issuance. None of the Company's authorized Preferred Stock are outstanding.
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<PAGE>
The proposed amendment would not change the powers, preferences or rights of
the holders of shares of Common Stock. The Board of Directors believes that it
is desirable and in the best interests of the Company and its stockholders to
increase the number of shares of Common Stock that the Company is authorized to
issue in order to ensure that the Company will have a sufficient number of
authorized shares of Common Stock available in the future to provide it with
the desired flexibility to meet its business needs. If this proposal is
approved by stockholders of the Company, the additional authorized shares of
Common Stock would be available to the Company for a variety of corporate
purposes, including the declaration and payment of stock dividends to the
Company's stockholders, stock splits, issuance in connection with the financing
of expansion or future acquisitions, issuance pursuant to the terms of employee
benefit plans and pursuant to other possible future transactions of a currently
undetermined nature. The Board of Directors has contemplated the possibility
of a stock split, but no definite decision has been made regarding such a
split. Furthermore, the Company has no current plans to use the additional
authorized shares in any financings or acquisitions.
If the proposed amendment is adopted, the Company would be permitted to
issue the additional authorized shares of Common Stock without further
stockholder approval, except to the extent otherwise required by the Restated
Certificate of Incorporation, by law or by the Nasdaq or any securities
exchange on which the shares of Common Stock may be listed at the time. The
authorization of additional shares of Common Stock will enable the Company, as
the need may arise, to take timely advantage of market conditions and the
availability of favorable opportunities without the delay and expense
associated with the holding of another special meeting of its stockholders. It
is the belief of the Board of Directors that the delay necessary for
stockholder approval of a specific issuance could be to the detriment of the
Company and its stockholders. The Board of Directors does not intend to issue
any shares of Common Stock except on terms which it deems to be in the best
interests of the Company and its stockholders. Existing stockholders of the
Company have no pre-emptive rights to purchase any shares of Common Stock
issued in the future. Depending on the terms thereof, the issuance of shares
of Common Stock may or may not have a dilutive effect on the share ownership of
the Company's then-existing stockholders.
Although the Company has no such intentions, the proposed increase in the
authorized shares of Common Stock might be considered as having the effect of
discouraging an attempt by another person or entity, through the acquisition of
a substantial number of shares of Common Stock, to acquire control of the
Company with a view to imposing a merger, sale of all or any part of the
Company's assets, or a similar transaction, since the issuance of new shares of
Common Stock, in a public or private sale, merger or similar transaction, could
be used to dilute the share ownership of a person or entity seeking to obtain
control of the Company. The Board of Directors has no present knowledge of any
present or past efforts to gain control of the Company and has not received any
indication from any person or entity that such person or entity is interested
in acquiring the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION OF THE
PROPOSED AMENDMENT.
PROXIES
STOCKHOLDERS HAVE THREE CHOICES ON THE PROXY/VOTING INSTRUCTIONS (THE "PROXY
CARD") WITH RESPECT TO THE PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION. BY CHECKING THE APPROPRIATE BOX ON THE PROXY CARD A STOCKHOLDER
MAY (i) VOTE "FOR" THE PROPOSED AMENDMENT; (ii) VOTE "AGAINST" THE PROPOSED
AMENDMENT; OR (iii) "ABSTAIN" FROM VOTING ON THE PROPOSED AMENDMENT.
The enclosed proxy is being solicited by the Board of Directors. The cost
of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited personally or by telephone, by
employees of the Company without additional compensation. The Company also has
retained Georgeson & Company, Inc., a professional proxy solicitor to assist in
soliciting proxies. The solicitor's fee is estimated at $8,000, plus expenses,
depending upon the extent of the solicitor's activities. Brokers, dealers,
banks and their nominees are requested to forward proxy material to the
beneficial owners of stock held by them of record and the Company will
reimburse them for their
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<PAGE>
reasonable out-of-pocket and clerical expenses upon their request.
VOTE AND QUORUM REQUIREMENTS
The presence in person or by proxy of holders of a majority of the
outstanding shares of Common Stock is required to constitute the quorum needed
to transact business at the Special Meeting. If, initially a quorum should not
be present, the Special Meeting may be adjourned from time to time until a
quorum is obtained.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote thereon is required for approval of the
proposed amendment to the Restated Certificate of Incorporation.
Abstentions and "broker nonvotes" (as defined below) are counted for
purposes of determining whether a quorum is present, but do not represent votes
cast with respect to any proposal. "Broker non-votes" are shares held by a
broker or nominee for which an executed proxy is received by the Company, but
are not voted as to one or more proposals because instructions have not been
received from the beneficial owners or persons entitled to vote and the broker
or nominee does not have discretionary voting power.
The vote occurring at the meeting will be overseen by an inspector. The
inspector's duties include determining whether a quorum existed at the meeting,
ascertaining the number of votes outstanding and the voting power of each
shareholder, determining the number of shares represented at the meeting,
counting all votes and ballots, determining and retaining for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspections, and certifying the determination of the number of shares
represented and the outcome of the balloting. If the proposed amendment is
approved, it will become effective upon the filing of a Certificate of
Amendment to the Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware, which is expected to be accomplished as
promptly as practicable after such approval is obtained.
1997 STOCKHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy statement for the 1997
Annual Meeting of Stockholders, stockholder proposals must be received at the
Company's corporate office, NFO Research, Inc. 2 Pickwick Plaza, Greenwich,
Connecticut 06830, Attention Secretary, on or before December 1, 1996.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors is not aware
of any matters that will be presented for action at the Special Meeting other
than that described above. Should other business properly be brought before the
Special Meeting, it is intended that the accompanying proxy will be voted
thereon in the discretion of the persons named as proxies.
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<PAGE>
EXHIBIT A
Article FOURTH of the Restated Certificate of Incorporation of the Company
is hereby amended by deleting the first paragraph thereof and substituting in
lieu thereof the following paragraph:
The total number of shares which the Corporation shall have authority
to issue is sixty-five million (65,000,000), consisting of sixty
million (60,000,000) shares of Common Stock, par value $.01 per share
(the "Common Stock") and five million (5,000,000) shares of Preferred
Stock, par value $.01 per share (the "Preferred Stock").
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<PAGE>
NFO RESEARCH, INC.
2 PICKWICK PLAZA, SUITE 400, GREENWICH, CT 06830
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS - SEPTEMBER 19, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of NFO Research, Inc. (the "Company") hereby
appoints William E. Lipner and Patrick G. Healy, and each of them, with full
power of substitution in each, as proxies to cast all votes, as designated on
the reverse side, which the undersigned stockholder is entitled to cast at the
Special Meeting of Stockholders of the Company to be held on Thursday,
September 19, 1996, at 9:00 a.m., at the offices of the Company located at
2 Pickwick Plaza, Greenwich, Connecticut, and at any adjournments thereof, upon
the following matters:
1. Proposal to amend Article FOURTH of the Restated Certificate of Incorporation
of the Company to increase the authorized number of shares of the Company
from 20,000,000 consisting of 15,000,000 shares of Common Stock, par value
$.01 per share (the "Common Stock") and 5,000,000 shares of Preferred Stock,
par value $.01 per share (the "Preferred Stock"), to 65,000,000, consisting
of 60,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.
| | FOR | | AGAINST | | ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(PLEASE SIGN ON OTHER SIDE)
<PAGE>
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF
INCORPORATION OF THE COMPANY UNDER PROPOSAL 1, AND WILL BE VOTED IN THE
DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY
PRESENTED AT THE MEETING.
Please execute this proxy as your name appears hereon. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated. . . . . . 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature Signature if Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
