<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
JABIL CIRCUIT, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Registrant
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
JABIL CIRCUIT, INC.
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 22, 1998
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Jabil
Circuit, Inc., a Delaware corporation (the "Company"), will be held on Thursday,
January 22, 1998 at 10:00 a.m., local time, in the Sunset Ballroom at the Vinoy
Country Club located at 601 Snell Isle Boulevard, NE, St. Petersburg, Florida
33704 for the following purposes:
1. To elect seven directors to serve for the ensuing year or until
their successors are duly elected and qualified.
2. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors for the Company for the fiscal year ending August 31, 1998.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close of
business on December 8, 1997 are entitled to notice of and to vote at the Annual
Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to mark, date, sign and return the enclosed proxy as promptly as possible
in the postage-prepaid envelope enclosed for that purpose. YOU MAY REVOKE YOUR
PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME
BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING. ANY STOCKHOLDER ATTENDING THE
ANNUAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.
FOR THE BOARD OF DIRECTORS OF
JABIL CIRCUIT, INC.
Robert L. Paver
General Counsel and Secretary
St. Petersburg, Florida
December 23, 1997
<PAGE> 3
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
JABIL CIRCUIT, INC.
---------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 22, 1998
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of Jabil Circuit, Inc., a
Delaware corporation ("Jabil" or the "Company"), for use at the Annual Meeting
of Stockholders to be held on Thursday, January 22, 1998 at 10:00 a.m., local
time, and at any adjournment thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting
will be held in the Sunset Ballroom at the Vinoy Country Club located at 601
Snell Isle Boulevard, NE, St. Petersburg, Florida. The Company's principal
executive office is located at 10800 Roosevelt Blvd., St. Petersburg, Florida
33716, and its telephone number at that location is (813) 577-9749.
These proxy solicitation materials were mailed on or about December 23,
1997, together with the Company's 1997 Annual Report to Stockholders, to all
stockholders entitled to vote at the meeting.
RECORD DATE
Stockholders of record at the close of business on December 8, 1997 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, 37,030,492 shares of the Company's Common Stock were issued
and outstanding. For information regarding security ownership by management and
by the beneficial owners of more than 5% of the Company's Common Stock, see
"Other Information -- Share Ownership by Principal Stockholders and Management."
The closing sales price of the Company's Common Stock on the Nasdaq Stock Market
on the Record Date was $45.00 per share.
REVOCABILITY OF PROXIES
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 Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock on
all matters presented at the Annual Meeting. Stockholders do not have the right
to cumulate their votes in the election of directors.
The cost of soliciting proxies will be borne by the Company. In addition,
the Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
materials to such beneficial owners. Proxies may also be solicited by certain of
the Company's directors, officers, and regular employees, without additional
compensation, personally or by telephone, telegram, letter or facsimile.
<PAGE> 4
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting
is a majority of the shares of Common Stock outstanding on the Record Date.
Shares that are voted "FOR," "AGAINST" or "WITHHELD" from a matter are treated
as being present at the meeting for purposes of establishing a quorum and are
also treated as votes eligible to be cast by the Common Stock present in person
or represented by proxy at the Annual Meeting and "entitled to vote on the
subject matter" (the "Votes Cast") with respect to such matter.
While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of a quorum for the transaction of business and (ii) the total number of Votes
Cast with respect to a particular matter (other than the election of directors).
In the absence of controlling precedent to the contrary, the Company intends to
treat abstentions in this manner.
Broker non-votes will be counted for purposes of determining the presence
or absence of a quorum for the transaction of business, but will not be counted
for purposes of determining the number of Votes Cast with respect to the
particular proposal on which the broker has expressly not voted. Accordingly,
broker non-votes will not affect the outcome of the voting on any matters set
forth in this Proxy Statement.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company that are intended to be presented
by such stockholders at the Company's 1998 Annual Meeting of Stockholders must
be received by the Company no later than August 25, 1998 in order to be
considered for possible inclusion in the proxy statement and form of proxy
relating to that meeting.
FISCAL YEAR END
The Company's fiscal year ends August 31.
2
<PAGE> 5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
Effective January 22, 1998, the Company has increased the size of its Board
of Directors from six (6) to seven (7). Accordingly, a board of seven (7)
directors is to be elected at the Annual Meeting. The Board of Directors of the
Company has authorized the nomination at the Annual Meeting of the persons named
herein as candidates. Unless otherwise instructed, the proxy holders will vote
the proxies received by them for the Company's seven nominees named below, all
of whom are presently directors of the Company except Frank A. Newman. In the
event that any nominee of the Company is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the present Board of Directors to fill the
vacancy. The Company is not aware of any nominee who will be unable or will
decline to serve as a director. The term of office of each person elected as a
director will continue until the next Annual Meeting of Stockholders or until a
successor has been elected and qualified.
The names of the Company's nominees for director and certain information
about them are set forth below:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
- ---- --- --------------------
<S> <C> <C>
William D. Morean(1)...... 42 Chief Executive Officer and Chairman of the Board
of the Company
Thomas A. Sansone(1)...... 48 President of the Company
Ronald J. Rapp............ 45 Executive Vice President, Operations, of the
Company
Lawrence J. Murphy(2)(3).. 55 Consultant and former Executive Vice President
and Director of Core Industries, Inc.
Mel S. Lavitt(3).......... 60 Managing Director of C.E. Unterberg, Towbin
Steven A. Raymund(2)...... 42 Chief Executive Officer and Chairman of the Board
of Tech Data Corporation
Frank A. Newman........... 49 President, Chief Executive Officer and Chairman
of the Board, Eckerd Corporation
</TABLE>
- ---------------
(1) Member of the Stock Option Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
Except as set forth below, each of the nominees has been engaged in his
principal occupation set forth above during the past five years. There are no
family relationships among any of the directors and executive officers of the
Company.
Mr. Morean has served as Chief Executive Officer and Chairman of the Board
since 1988 and as a director since 1978. Mr. Morean joined the Company in 1977
and assumed management of day-to-day operations the following year. Prior to
serving as Chief Executive Officer and Chairman of the Board, Mr. Morean served
as President and Vice President and held various operating positions with the
Company.
Mr. Sansone has served as President of the Company since September 1988 and
as a director since 1983. Mr. Sansone joined the Company in 1983 as Vice
President. Prior to joining Jabil, Mr. Sansone was a practicing attorney.
Mr. Rapp has served as Executive Vice President of Operations since October
1996 and as a director since September 1988. Mr. Rapp joined the Company in 1983
as Controller, was promoted to Treasurer in 1984 and was promoted to Chief
Financial Officer in 1988. Prior to joining Jabil, Mr. Rapp was the Corporate
Controller for Van Pelt Corporation, a wholesale distributor of steel tubing
products. Before joining Van Pelt, Mr. Rapp was a certified public accountant
with the accounting firm of Ernst & Ernst.
3
<PAGE> 6
Mr. Murphy has served as a director of the Company since September 1989.
Since September 1997, Mr. Murphy has also served as an independent consultant to
the Company. See "Other Information -- Compensation Committee Interlocks and
Insider Participation." From March 1992 until September 1997, Mr. Murphy served
as a director of Core Industries, Inc., a diversified conglomerate, where he
held various executive level positions since 1981, including the position of
Executive Vice President and Secretary from September 1990 to September 1997.
Prior to joining Core Industries, Inc., Mr. Murphy was a practicing attorney at
the law firm of Bassey, Selesko, Couzens & Murphy, P.C. and a certified public
accountant with the accounting firm of Deloitte & Touche.
Mr. Lavitt has served as a director of the Company since September 1991.
Mr. Lavitt has been a Managing Director at the investment banking firm of C.E.
Unterberg, Towbin (or its predecessor) since August 1992. From June 1987 until
August 1992, Mr. Lavitt was President of Lavitt Management, a business
consulting firm. From 1978 until June 1987, Mr. Lavitt served as an
Administrative Managing Director for the investment banking firm of L.F.
Rothschild, Unterberg, Towbin, Inc.
Mr. Raymund has served as a director of the Company since January 1996. Mr.
Raymund began his career at Tech Data Corporation, a distributor of personal
computer products, in 1981 as Operations Manager. He became Chief Operating
Officer in 1984 and was promoted to the position of Chief Executive Officer of
Tech Data Corporation in 1986. Since 1991, Mr. Raymund has also served as
Chairman of the Board of Tech Data Corporation.
Mr. Newman has been nominated to fill the vacancy on the Board of Directors
created by the increase in the size of the Board. He joined Eckerd Corporation,
a drug store chain, in June 1993 as President and Chief Operating Officer, was
appointed as President and Chief Executive Officer in February 1996 and assumed
the additional position of Chairman of the Board in February 1997. From January
1986 until May 1993, Mr. Newman was the President and Chief Executive Officer of
F&M Distributors, Inc. Mr. Newman currently is also a director of Fabri-Centers
of America, AmSouth Bancorporation and the National Association of Chain Drug
Stores.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
If a quorum is present and voting, the seven nominees for director
receiving the highest number of affirmative votes of the shares present or
represented and entitled to be voted for them shall be elected as directors.
Votes withheld from any director are counted for purposes of determining the
presence or absence of a quorum for the transaction of business, but have no
other legal effect under Delaware law.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES LISTED ABOVE.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of four (4) meetings
during the 1997 fiscal year. Each director attended all such meetings. The Board
of Directors has a Compensation Committee, a Stock Option Committee and an Audit
Committee; however, it currently has no nominating committee or other committee
performing similar functions.
The Compensation Committee, which currently consists of Messrs. Murphy and
Raymund, reviews and establishes specific compensation plans, salaries, bonuses
and other benefits payable to the Company's executive officers. During fiscal
1997, the Compensation Committee held one(1) meeting.
The Stock Option Committee, which currently consists of Messrs. Morean and
Sansone, administers the Company's 1992 Stock Option Plan and the 1992 Employee
Stock Purchase Plan. During fiscal 1997, the Stock Option Committee held eight
(8) meetings.
The Audit Committee, which currently consists of Messrs. Murphy and Lavitt,
reviews and evaluates the results and scope of the audit and other services
provided by the Company's independent auditors. During fiscal 1997, the Audit
Committee held two (2) meetings.
4
<PAGE> 7
During fiscal 1997, each incumbent director attended all meetings held by
all committees of the Board on which he served.
COMPENSATION OF DIRECTORS
Non-employee directors receive $5,000 per board meeting that they attend.
No other director currently receives any cash compensation for attendance at
Board or committee meetings. Directors are entitled to reimbursement for
expenses incurred in connection with their attendance at Board of Directors
meetings and committee meetings. In addition, non-employee directors are also
eligible to receive stock option grants pursuant to the Company's 1992 Stock
Option Plan, as amended. In the event that the stockholders elect Mr. Newman to
the Board of Directors at the Annual Meeting, it is the current intention of the
Stock Option Committee to grant him an option to purchase shares of the
Company's Common Stock, having an exercise price equal to the fair market value
on the date of grant and terms consistent with stock option grants made to other
non-employee directors. See "Other Information -- Compensation Committee
Interlocks and Insider Participation" for information regarding compensation
payable to Mr. Murphy for certain consulting services.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP to audit the
financial statements of the Company for the fiscal year ending August 31, 1998.
KPMG Peat Marwick LLP (or its predecessor firm) has audited the Company's
financial statements since the fiscal year ended August 31, 1984. A
representative of KPMG Peat Marwick LLP is expected to be present at the
meeting, will have the opportunity to make a statement, and is expected to be
available to respond to appropriate questions.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
Ratification of the appointment of the Company's independent auditors
requires the affirmative vote of a majority of the Votes Cast. In the event that
the stockholders do not approve the selection of KPMG Peat Marwick LLP, the
appointment of the independent auditors will be reconsidered by the Board of
Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
5
<PAGE> 8
OTHER INFORMATION
SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock of
the Company as of the Record Date by: (i) each of the Company's directors and
nominees for director; (ii) each of the Named Officers listed in the Summary
Compensation Table below; (iii) all current directors and executive officers of
the Company as a group; and (iv) each person known by the Company to own
beneficially more than 5% of the outstanding shares of its Common Stock. The
number and percentage of shares beneficially owned is determined under rules of
the Securities and Exchange Commission ("SEC"), and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which the individual has
sole or shared voting power or investment power and also any shares as to which
the individual has the right to acquire within 60 days of the Record Date
through the exercise of any stock option or other right. Unless otherwise
indicated in the footnotes, each person has sole voting and investment power (or
shares such powers with his or her spouse) with respect to the shares shown as
beneficially owned. A total of 37,030,492 shares of the Company's Common Stock
were issued and outstanding as of the Record Date.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
DIRECTORS, NAMED OFFICERS AND PRINCIPAL STOCKHOLDERS SHARES OF TOTAL
- ---------------------------------------------------- ---------- --------
<S> <C> <C>
PRINCIPAL STOCKHOLDERS
William D. Morean(1)(2)..................................... 13,643,500 36.8%
c/o Jabil Circuit, Inc.
10800 Roosevelt Blvd.
St. Petersburg, Florida 33716
Audrey M. Petersen(1)(3).................................... 8,256,500 22.3%
c/o Jabil Circuit, Inc.
10800 Roosevelt Blvd.
St. Petersburg, Florida 33716
Thomas A. Sansone(4)........................................ 2,334,900 6.1%
c/o Jabil Circuit, Inc.
10800 Roosevelt Blvd.
St. Petersburg, Florida 33716
DIRECTORS(5)
Ronald J. Rapp.............................................. 0 *
Lawrence J. Murphy(6)....................................... 52,000 *
Mel S. Lavitt(7)............................................ 66,000 *
Steven A. Raymund(8)........................................ 8,867 *
NOMINEE FOR DIRECTOR
Frank A. Newman............................................. 0 *
NAMED OFFICERS(5)(9)
Wesley B. Edwards(10)....................................... 46,888 *
Timothy L. Main(11)......................................... 63,920 *
All current directors and executive officers as a group (18
persons)(12).............................................. 16,357,486 42.4%
</TABLE>
- ---------------
* Less than one percent.
(1) Includes 6,638,000 shares held by the William E. Morean Residual Trust, as
to which Mr. Morean and Ms. Audrey Petersen (Mr. Morean's mother) share
voting and dispositive power as members of the Management Committee created
under the Trust. Ms. Petersen is also a co-trustee of the Trust.
(2) Includes (i) 6,905,500 shares held of record by Cheyenne Holdings Limited
Partnership, a Nevada limited partnership, of which Morean Management
Company is the sole general partner, as to which Mr. Morean has sole voting
and dispositive power, and (ii) 100,000 shares held of record by Eagle's
6
<PAGE> 9
Wing Foundation, a private charitable foundation of which Mr. Morean is a
director and with respect to which Mr. Morean may be deemed to have shared
voting and dispositive power.
(3) Includes 1,618,500 shares held by Morean Limited Partnership, a North
Carolina limited partnership, of which Morean-Petersen, Inc. is the sole
general partner, as to which Ms. Petersen has shared voting and dispositive
power; Ms. Petersen is the President of Morean-Petersen, Inc.
(4) Includes (i) 858,500 shares held by TASAN Limited Partnership, a Nevada
limited partnership, of which TAS Management, Inc. is the sole general
partner, as to which Mr. Sansone has sole voting and dispositive power; Mr.
Sansone is President of TAS Management, Inc.; (ii) 196,000 shares held by
Life's Requite, Inc., a private charitable foundation of which Mr. Sansone
is a director and as to which Mr. Sansone may be deemed to have shared
voting and dispositive power, and (iii) 1,280,400 shares subject to options
held by Mr. Sansone that are exercisable within 60 days of the Record Date.
(5) Messrs. Morean and Sansone are Directors and Named Officers of the Company
in addition to being Principal Stockholders.
(6) Includes 48,000 shares subject to options held by Mr. Murphy that are
exercisable within 60 days of the Record Date.
(7) Represents shares subject to options held by Mr. Lavitt that are
exercisable within 60 days of the Record Date.
(8) Represents shares subject to options held by Mr. Raymund that are
exercisable within 60 days of the Record Date.
(9) Mr. Rapp is a Named Officer of the Company in addition to being a director.
(10) Includes 43,626 shares subject to options held by Mr. Edwards that are
exercisable within 60 days of the Record Date.
(11) Includes 62,480 shares subject to options held by Mr. Main that are
exercisable within 60 days of the Record Date.
(12) Includes 1,543,871 shares subject to options held by eight executive
officers and three non-employee directors that are exercisable within 60
days of the Record Date.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file initial
reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with
the SEC. Such officers, directors and ten-percent stockholders are also required
by SEC rules to furnish the Company with copies of all such forms that they
file.
Based solely on its review of the copies of such forms received by the
Company and written representations from certain reporting persons that no Forms
5 were required for such persons, the Company believes that, during the fiscal
year ended August 31, 1997, all Section 16(a) filing requirements applicable to
its officers, directors and ten-percent stockholders were complied with, except
with respect to the officers, directors and ten-percent stockholders listed in
the next sentence. For each such insider, the number of required Forms 4 that
were not timely filed and the number of transactions that were reported late are
shown in parentheses after his or her name: Forbes Alexander (4, 11); Wesley
Edwards (1, 2); Randon Haight (1, 2); Chris Lewis (2, 6); Jeffrey Lumetta (4,
10); Linda Moore, a former executive officer (1, 1); William Morean (1, 2);
Lawrence Murphy (1, 1); Audrey Petersen, a ten-percent stockholder (1, 3); and
Thomas Sansone (1, 3). Such transactions were reported by the foregoing persons
on Forms 5, which were timely filed within 45 days of the 1997 fiscal year end.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee was formed in November 1992 and is
currently composed of Messrs. Murphy and Raymund. No member of the Compensation
Committee is currently or was formerly an officer or an employee of the Company
or its subsidiaries. Effective September 8, 1997, Mr. Murphy commenced working
for the Company as a consultant on a part-time basis. In exchange for providing
the Company with consulting services, Mr. Murphy will receive $150,000 annually
as well as an option to purchase 10,000 shares of the Company's Common Stock,
becoming exercisable at a rate of one-third (1/3) per year over three (3)
years. The option was granted on September 8, 1997 and has an exercise price of
$60.50 per share, representing the fair market value determined in accordance
with the Company's 1992 Stock Option Plan. It is contemplated that additional
options may be granted in connection with this consulting agreement.
7
<PAGE> 10
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows, as to (i) the Chief Executive Officer, and (ii)
each of the four other most highly compensated executive officers (a) whose
salary plus bonus exceeded $100,000 during the last fiscal year, and (b) who
served as executive officers at fiscal year end, in addition to any individuals
who were not serving as executive officers at fiscal year end but who, if they
had been, would have been included among the four most highly compensated
executive officers (collectively the "Named Officers"), information concerning
compensation paid for services to the Company in all capacities during the three
fiscal years ended August 31, 1997:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
ANNUAL ------------
COMPENSATION(1) SECURITIES
FISCAL -------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)(2)
- --------------------------- ------ --------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
William D. Morean..................... 1997 $284,616 $340,736 -- $62,299
Chairman of the Board and 1996 200,000 400,000 -- 7,808
Chief Executive Officer 1995 200,000 -- -- 3,577
Thomas A. Sansone..................... 1997 284,616 217,054 -- 62,269
President 1996 200,000 400,000 -- 7,808
1995 200,000 -- -- 3,577
Ronald J. Rapp........................ 1997 189,231 150,364 -- 30,528
Executive Vice President, 1996 130,000 121,015 -- 6,021
Operations 1995 130,000 14,978 -- 2,475
Timothy L. Main....................... 1997 189,000 125,000 -- 26,489
Senior Vice President, 1996 135,000 123,340 -- 8,665
Business Development 1995 135,000 77,232 -- 3,539
Wesley B. Edwards..................... 1997 145,385 130,242 -- 20,479
Senior Vice President, 1996 120,462 89,946 -- 6,135
Operations 1995 143,101 13,500 -- 3,166
</TABLE>
- ---------------
(1) Compensation deferred at the election of executive is included in the year
earned.
(2) Represents payments pursuant to the Company's Profit Sharing Plan. The Board
of Directors determines the aggregate amount of payments under the plan
based on quarterly financial results. The actual amount paid to individual
participants is based on the participant's salary and bonus actually paid
(not necessarily earned) during such quarter.
During the last three fiscal years, the Company has not provided to the
Named Officers any compensation disclosable as "Other Annual Compensation"
(except for perquisites that, for any Named Officer, were less than the lesser
of $50,000 or 10% of such Named Officer's total salary and bonus), nor has it
granted any restricted stock awards or options to Named Officers. The Company
does not have any long-term incentive plans within the meaning of SEC rules.
OPTION GRANTS IN LAST FISCAL YEAR
There were no grants of stock options or stock appreciation rights made
during the fiscal year ended August 31, 1997 to any of the Named Officers.
8
<PAGE> 11
OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
The following table sets forth certain information concerning the exercise
of options during the fiscal year ended August 31, 1997 (adjusted to give effect
to the two-for-one stock split effected as a stock dividend in July 1997), and
the aggregate value of unexercised options at August 31, 1997, for each of the
Named Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES AUGUST 31, 1997(#) AUGUST 31, 1997($)(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William D. Morean....... -- -- -- -- -- --
Thomas A. Sansone....... -- -- 1,280,400 -- $74,736,948 --
Ronald J. Rapp.......... 250,000 $4,538,200 -- -- -- --
Timothy L. Main......... 62,560 1,135,639 62,480 -- 3,674,449 --
Wesley B. Edwards....... 122,400 3,904,206 31,120 42,880 1,762,014 $2,427,866
</TABLE>
- ---------------
(1) Market value of underlying securities on date of exercise, minus the
exercise price.
(2) Based on a market value of the underlying securities of $59.25 per share on
August 29, 1997 (the last trading day prior to August 31, 1997), minus the
exercise price of the options.
CERTAIN TRANSACTIONS
In 1988, William D. Morean, the Company's Chairman of the Board and Chief
Executive Officer and a principal stockholder, and Thomas A. Sansone, the
Company's President and a director, jointly and severally guaranteed repayment
of the Company's $4 million 1988 industrial revenue bond ("1988 IRB") up to the
entire amount due and payable. The largest amount outstanding under the 1988 IRB
during fiscal 1997 was $2,300,000, all of which had been repaid by August 31,
1997. Mr. Morean, Audrey M. Petersen (Mr. Morean's mother and a stockholder),
and Beth M. Manning (Mr. Morean's sister and a stockholder) guaranteed repayment
of the $1.88 million 1983 industrial revenue bond ("1983 IRB") that financed
construction of the Company's St. Petersburg facility up to the entire amount
due and payable. The largest amount outstanding under the 1983 IRB during fiscal
1997 was $161,142, all of which had been repaid by August 31, 1997. Messrs.
Morean and Sansone and Ms. Petersen and Ms. Manning did not receive any payments
or other consideration in return for their guarantees.
C.E. Unterberg, Towbin or its predecessors has performed certain investment
banking services for the Company in the past and may be asked to perform
investment banking services for the Company in the future. Mel S. Lavitt, a
director of the Company, is a Managing Director of C.E. Unterberg, Towbin.
See also "Other Information -- Compensation Committee Interlocks and
Insider Participation."
9
<PAGE> 12
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors (the "Committee") has
furnished the following report on the Company's executive compensation program.
The Committee, which consists of two directors who are not employees, reviews
and establishes specific compensation plans, salaries, bonuses and other
benefits payable to the Company's executive officers.
The philosophy used by the Committee in establishing compensation for
executive officers, including the Chief Executive Officer and the President, is
to attract, retain and motivate key personnel who contribute to long-term
success of the Company, to encourage the development and the achievement of
strategic objectives that enhance long-term stockholder value, and to provide a
compensation package that recognizes individual contributions and Company
performance. The Committee establishes the compensation of all of the Company's
executive officers by considering:
- the salaries of executive officers in similar positions in companies that
are directly competitive with the Company, as well as other similarly
sized companies, many of which are included in the Nasdaq Computer
Manufacturers Stock Index that is referred to in the following section
entitled "Company Stock Price Performance Graph."
- the Company's financial performance for the previous fiscal year.
- the achievement of performance goals and objectives that were established
at the start of the previous fiscal year.
The three components of the Company's total compensation program are:
1. Base Salary. Base salary is intended to be competitive with the
salaries of comparable executives at technology companies of similar size
and is also intended to reflect consideration of an officer's experience,
business judgment, and role in developing and implementing overall business
strategy for the Company. The Committee believes that the Company's
compensation of executive officers falls within the median of industry
compensation levels. Base salaries are based upon qualitative and
subjective factors, and no specific formula is applied to determine the
weight of each factor. For all executive officer positions, actual base
salary levels are currently targeted at average levels of the competition.
2. Bonuses. Bonuses for executive officers are intended to reflect
the Company's belief that a portion of the annual compensation of the
executive should be contingent upon the performance of the Company, as well
as the individual's contribution. Bonuses are paid on an annual or
quarterly basis and are based on qualitative and subjective factors,
including the pre-tax profitability of the Company, business development,
operational performance, and other measures of efficiency appropriate to
the officer compensated. At the request of the Compensation Committee, the
Company recently retained William M. Mercer Incorporated, a nationally
recognized executive compensation firm, to review the Company's executive
compensation practices. Mercer utilized a number of national compensation
surveys and private databases for companies of similar size to the Company,
as well as specific analysis of the compensation information contained in
the proxy statements of a number of companies in the same industry as the
Company. Based on the findings of the Mercer report and the outstanding
performance of the Company for the 1997 fiscal year, the Compensation
Committee made a subjective determination as to the amount of bonuses for
executive officers.
3. Long-Term Incentives. The Company utilizes stock options as
long-term incentives to attract and retain key personnel or reward
exceptional performance. Stock options are granted periodically by the
Stock Option Committee and are based on both qualitative and subjective
factors. Options are granted with an exercise price equal to the fair
market value of the Company's Common Stock on the day of grant (determined
in accordance with the option plan) and grants made during the last fiscal
year vest over a period of 50 months. This approach is designed to create
stockholder value over the long-term since the options will provide value
to the recipient only when the price of the stock increases above the
exercise price. In fiscal year 1997, the Company granted no options to any
of the Named Officers, but the
10
<PAGE> 13
Company will be considering option grants to executive officers (including
Named Officers) during the 1998 fiscal year.
Basis for Compensation of Chief Executive Officer and President. The base
salary of Mr. Morean and Mr. Sansone was increased significantly during the 1997
fiscal year for several reasons. The base salary of Messrs. Morean and Sansone
had not been increased for five years. During that time, the Company had
experienced dramatic and profitable growth that resulted in their compensation
falling well below market rates, based on an analysis of other top level
executives' compensation at similarly sized companies. In addition, based on the
findings of the Mercer report and the outstanding performance of the Company for
the 1997 fiscal year, the Compensation Committee made a subjective determination
as to the amount of bonus for Messrs. Morean and Sansone. The Committee also
considered the charitable contributions made by the Company to organizations
that Mr. Sansone actively supports.
In fiscal 1997, the Company did not have a policy with respect to Section
162(m) of the Internal Revenue Code of 1986, as amended. Section 162(m), with
certain exceptions, limits the Company's tax deduction for compensation paid to
Named Officers to $1,000,000 per covered executive year. The Company expects no
adverse tax consequences under Section 162(m) for fiscal 1997.
By the Compensation Committee
LAWRENCE J. MURPHY
STEVEN A. RAYMUND
11
<PAGE> 14
COMPANY STOCK PRICE PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total stockholder
return for the Company, the Nasdaq Stock Market - U.S. Companies Index and the
Nasdaq Stock Market - Computer Manufacturers Index for the period from the date
of effectiveness of the Company's initial public offering (April 29, 1993)
through the last day of the 1997 fiscal year. Note that historic stock price
performance is not necessarily indicative of future stock price performance.
[GRAPH]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
INDEX 4/29/93 8/31/93 8/31/94 8/31/95 8/30/96 8/29/97
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jabil Circuit, Inc. 100.0 113.8 93.1 186.2 169.0 1,634.5
- ---------------------------------------------------------------------------------------------------------------
Nasdaq - U.S. Companies 100.0 112.6 117.2 157.9 178.0 248.4
- ---------------------------------------------------------------------------------------------------------------
Nasdaq - Computer Manufacturers 100.0 92.9 96.8 170.0 202.4 321.7
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 15
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Company may recommend.
It is important that your shares be represented at the meeting, regardless
of the number of shares that you hold. You are, therefore, urged to mark, date,
execute and return, at your earliest convenience, the accompanying proxy card in
the enclosed envelope.
THE BOARD OF DIRECTORS
St. Petersburg, Florida
December 23, 1997
13
<PAGE> 16
1183-PR-197
14
<PAGE> 17
APPENDIX
DETACH HERE
JABIL CIRCUIT, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints ROBERT L. PAVER and CHRIS A. LEWIS, or either
of them, each with power of substitution and revocation, as the proxy or
proxies of the undersigned to represent the undersigned and vote all shares of
the Common Stock of Jabil Circuit, Inc., that the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders of Jabil
Circuit, Inc., to be held at The Vinoy Country Club, Sunset Ballroom, 601 Snell
Isle Boulevard NE, St. Petersburg, Florida 33704, on Thursday, January 22,
1998, at 10:00 a.m., and at any adjournments thereof, upon the matters set
forth on the reverse side and more fully described in the Notice and Proxy
Statement for said Meeting and in their discretion upon all other matters that
may properly come before said Meeting.
-----------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
-----------
<PAGE> 18
DETACH HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES MADE. WHEN NO CHOICE IS MADE, THIS PROXY WILL BE VOTED FOR ALL
LISTED NOMINEES FOR DIRECTOR, FOR PROPOSAL 2 AND AS THE PROXYHOLDERS DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
<TABLE>
<S> <C> <C> <C> <C>
1. Election of Directors FOR AGAINST ABSTAIN
NOMINEES: William D. Morean, Thomas A. Sansone, 2. To ratify the selection of [ ] [ ] [ ]
Ronald J. Rapp, Lawrence J. Murphy, KPMG Peat Marwick LLP as
Mel S. Lavitt, Steven A. Raymund independent auditors for
and Frank A. Newman the Company.
FOR WITHHELD 3. With discretionary authority on such other matters as may
[ ] ALL [ ] FROM ALL properly come before the meeting.
NOMINEES NOMINEES
[ ]
------------------------------------------------
For all nominees except as noted on the line above
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
The Annual Meeting may be held as scheduled only if a majority of the
shares outstanding are represented at the meeting by attendance or
proxy. Accordingly, please complete this proxy, and return it promptly
in the enclosed envelope.
Please date and sign exactly as your name(s) appear on your shares. If
signing for estates, trusts, partnerships, corporations or other
entities, your title or capacity should be stated. If shares are
held jointly, each holder should sign.
Signature: ___________________________________ Date: _________ Signature:_______________________________ Date: ___________
</TABLE>
