<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
JABIL CIRCUIT, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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:
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(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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<PAGE> 2
JABIL CIRCUIT, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 23, 1997
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 23, 1997 at 10:00 a.m., local time, at the Feather Sound Country Club
located at 2201 Feather Sound Drive, Clearwater, Florida, for the following
purposes:
1. To elect directors to serve for the ensuing year or until their
successors are duly elected and qualified.
2. To approve an amendment to the Company's 1992 Employee Stock
Purchase Plan to increase by 200,000 the number of shares reserved for
issuance thereunder.
3. To approve an amendment to the Company's 1992 Stock Option Plan to
increase by 400,000 shares the number of shares reserved for issuance
thereunder.
4. To ratify the appointment of KPMG Peat Marwick as independent
auditors for the Company for the fiscal year ending August 31, 1997.
5. 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 6, 1996
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 sign and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the Annual Meeting may vote in person even if he or she has returned a proxy.
THE BOARD OF DIRECTORS
St. Petersburg, Florida
December 26, 1996
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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.
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(This Page Intentionally Left Blank)
<PAGE> 4
JABIL CIRCUIT, INC.
PROXY STATEMENT
FOR
1996 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of Jabil Circuit, Inc., a
Delaware corporation (the "Company"), for use at the Annual Meeting of
Stockholders to be held on Thursday, January 23, 1997 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 at the Feather Sound Country Club located at 2201 Feather Sound Drive,
Clearwater, 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 26,
1996, together with the Company's 1996 Annual Report to Stockholders, to all
stockholders entitled to vote at the meeting.
RECORD DATE
Only stockholders of record at the close of business on December 6, 1996
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, 17,907,003 shares of the Company's Common Stock, $.001
par value, were issued and outstanding. No shares of Preferred Stock were
outstanding. For information regarding security ownership by management and by
the beneficial owners of 5% or more 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 National Market
on the Record Date was $28.50 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> 5
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 in the election of directors (Proposal
No. 1), the Company believes that abstentions should be counted for purposes of
determining both the presence or absence of a quorum for the transaction of
business and the total number of Votes Cast with respect to a particular matter.
In the absence of controlling precedent to the contrary, the Company intends to
treat abstentions in this manner. In a 1988 Delaware case, Berlin v. Emerald
Partners, the Delaware Supreme Court held that, while broker non-votes may be
counted for purposes of determining the presence or absence of a quorum for the
transaction of business, broker non-votes should 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. Broker non-votes with respect to
proposals set forth in this Proxy Statement will therefore not be considered
"Votes Cast" and, accordingly, will not affect the determination as to whether
the requisite majority of Votes Cast has been obtained with respect to a
particular matter.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1997 Annual Meeting of Stockholders must
be received by the Company no later than August 28, 1997 in order to be
considered for inclusion in the proxy statement and form of proxy relating to
that meeting.
FISCAL YEAR END
The Company's fiscal year ends August 31.
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<PAGE> 6
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
A board of six directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company's six nominees named below, all of whom are presently directors
of the Company. 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. It is not expected that any nominee 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 COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES
LISTED BELOW:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
---- --- --------------------
<S> <C> <C>
William D. Morean............ 41 Chief Executive Officer and Chairman of the Board of the
Company
Thomas A. Sansone............ 47 President of the Company
Ronald J. Rapp............... 44 Executive Vice President of Operations of the Company
Lawrence J. Murphy........... 54 Executive Vice President and Director of Core Industries,
Inc.
Mel S. Lavitt................ 59 Managing Director of Unterberg Harris
Steven A. Raymund............ 41 Chief Executive Officer and Chairman of the Board of Tech
Data Corporation
</TABLE>
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.
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 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.
Mr. Murphy has served as a director of the Company since September 1989. In
March 1992, Mr. Murphy was elected a director of Core Industries, a diversified
conglomerate where he has held various executive level positions since 1981,
currently as Executive Vice President and Secretary. Prior to joining Core
Industries, 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 Managing Director at the investment banking firm of
Unterberg Harris 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.
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<PAGE> 7
Mr. Raymund began his career at Tech Data Corporation in 1981 as Operations
Manager. He became Chief Operating Officer in 1981 and reached the position of
Chief Executive Officer in 1986. Since 1991 he has also served as Chairman of
the Board.
REQUIRED VOTE
The six nominees 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 further legal effect under Delaware law.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of four meetings and
took action by written consent seven times during the 1996 fiscal year. Each
director who served as such during the fiscal year ended August 31, 1996
attended all of the meetings of the Board and the committees of the Board on
which he served during that year. The Board of Directors has a Compensation
Committee, a Stock Option Committee and an Audit Committee; however, it
currently has no nominating committee or a committee performing a similar
function.
The Compensation Committee, which currently consists of Messrs. Raymund and
Murphy, reviews and establishes specific compensation plans, salaries, bonuses
and other benefits payable to the Company's executive officers. During fiscal
1996, the Compensation Committee held one meeting.
The Stock Option Committee, which currently consists of Messrs. Morean and
Sansone, administers the Company's stock option plans and the 1992 Employee
Stock Purchase Plan. During fiscal 1996, the Stock Option Committee held four
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 1996, the Audit
Committee held two meetings.
COMPENSATION OF DIRECTORS
Each non-employee director receives $5,000 per calendar quarter and is
entitled to reimbursement for expenses incurred in connection with his
attendance at Board of Directors meetings and committee meetings. Non-employee
directors are also eligible to receive stock option grants pursuant to the
Company's 1992 Stock Option Plan.
PROPOSAL NO. 2
APPROVAL OF AMENDMENT OF 1992 EMPLOYEE STOCK PURCHASE PLAN
GENERAL
The 1992 Employee Stock Purchase Plan (the "Purchase Plan") was adopted by
the Board of Directors in November 1992 and was approved by the stockholders in
December 1992. The Purchase Plan was amended in 1995 to increase the size of the
Purchase Plan. A total of 402,500 shares have been reserved for issuance under
the Purchase Plan. The Purchase Plan, which is intended to qualify under Section
423 of the Internal Revenue Code of 1986, as amended (the "Code"), permits
eligible employees to purchase Common Stock through payroll deductions at a
price equal to 85% of the fair market value of the Common Stock at the beginning
or at the end of each offering period, whichever is lower. Employees are
eligible to participate after one year of employment if they are regularly
employed by the Company for at least 20 hours per week and more than five months
per calendar year. As of August 31, 1996, a total of 318,477 shares had been
purchased under the Purchase Plan.
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<PAGE> 8
PROPOSAL
In November 1996, the Board of Directors adopted an amendment to increase
the aggregate number of shares reserved for issuance under the Purchase Plan by
200,000 shares, from 402,500 to 602,500 shares. At the Annual Meeting, the
stockholders are being requested to approve this amendment.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
Affirmative votes constituting a majority of the Votes Cast will be
required to approve the amendment to the Purchase Plan.
The continued success of the Company depends upon its ability to attract
and retain highly qualified and competent employees. The Purchase Plan enhances
that ability and provides additional incentive to such personnel to advance the
interests of the Company and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
SUMMARY OF 1992 EMPLOYEE STOCK PURCHASE PLAN
Certain features of the Purchase Plan are outlined below.
Purpose. The purpose of the Purchase Plan is to provide employees of
the Company and its subsidiary with an opportunity to purchase Common Stock
of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Purchase Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Code, as amended. The provisions of
the Purchase Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that
section of the Code.
Administration. The Purchase Plan is administered by the Board of
Directors or a committee appointed by the Board (the "Administrator") and
is currently administered by the Stock Option Committee of the Board. Every
finding, decision and determination by the Administrator shall, to the full
extent permitted by law, be final and binding upon all parties.
Eligibility. Employees are eligible to participate after one year of
employment if they are regularly employed by the Company for at least 20
hours per week and more than five months per calendar year. Participation
in the Purchase Plan ends automatically on termination of employment with
the Company. Eligible employees may become a participant by completing a
subscription agreement authorizing payroll deductions and filing it with
the Company's payroll office at least ten business days prior to the
applicable enrollment date.
Offering Periods. The Purchase Plan is implemented by consecutive six
month offering periods commencing on the first trading day on or after
January 1 and July 1 of each year.
Purchase Price. The purchase price per share of the shares offered
under the Purchase Plan in a given offering period shall be the lower of
85% of the fair market value of the Common Stock on the enrollment date or
85% of the fair market value of the Common Stock on the exercise date. The
fair market value of the Common Stock on a given date shall be the closing
sale price of the Common Stock for such date as reported by the Nasdaq
National Market.
Payroll Deductions. The purchase price for the shares is accumulated
by payroll deductions during the offering period. The deductions may not
exceed 10% of a participant's eligible compensation, which is defined in
the plan to include all regular straight time earnings and any payments for
overtime, shift premiums, commissions, incentive compensation, incentive
payments, regular bonuses and other compensation for a given offering
period. A participant may discontinue his or her participation in the
Purchase Plan at any time during the offering period. Payroll deductions
shall commence on the first payday following the enrollment date, and shall
end on the exercise date of the offering period unless sooner terminated as
provided in the Purchase Plan.
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<PAGE> 9
Grant and Exercise of Option. The maximum number of shares placed
under option to a participant in an offering is that number determined by
dividing the amount of the participant's total payroll deductions to be
accumulated prior to an exercise date by the lower of 85% of the fair
market value of the Common Stock at the beginning of the offering period or
on the exercise date. Unless a participant withdraws from the Purchase
Plan, such participant's option for the purchase of shares will be
exercised automatically on each exercise date for the maximum number of
whole shares at the applicable price.
Notwithstanding the foregoing, no employee will be permitted to
subscribe for shares under the Purchase Plan if, immediately after the
grant of the option, the employee would own 5% or more of the voting power
or value of all classes of stock of the Company or of any of its
subsidiaries (including stock which may be purchased under the Purchase
Plan or pursuant to any other options), nor shall any employee be granted
an option which would permit the employee to buy under all employee stock
purchase plans of the Company more than $25,000 worth of stock (determined
at the fair market value of the shares at the time the option is granted)
in any calendar year.
Withdrawal; Termination of Employment. Employees may end their
participation in the offering at any time during the offering period, and
participation ends automatically on termination of employment with the
Company. A participant may withdraw all, but not less than all, of the
payroll deductions credited to such participant's account and not yet used
by giving written notice to the Company.
Transferability. No rights or accumulated payroll deductions of a
participant under the Purchase Plan may be assigned, transferred, pledged
or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or by designation of a beneficiary as provided in
the Purchase Plan) and any such attempt may be treated by the Company as an
election to withdraw from the Purchase Plan.
Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset
Sale or Change of Control. Subject to any required action by the
stockholders of the Company, the shares reserved under the Purchase Plan,
as well as the price per share of Common Stock covered by each option under
the Purchase Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock,
or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall
not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. In the event of the
proposed dissolution or liquidation of the Company, the offering period
will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. In the event of a proposed
sale of all or substantially all the assets of the Company or a merger of
the Company with or into another corporation, the Purchase Plan provides
that each option under the plan be assumed or an equivalent option be
substituted by the successor or purchaser corporation, unless the Board
determines to shorten the offering period.
Amendment and Termination. The Board of Directors of the Company may
at any time and for any reason terminate or amend the Purchase Plan. Except
as provided in the Purchase Plan, no such termination can affect options
previously granted, provided that an offering period may be terminated by
the Board of Directors on any exercise date if the Board determines that
the termination of the Purchase Plan is in the best interests of the
Company and its stockholders. Except as provided in the Purchase Plan, no
amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant. To the extent necessary to
comply with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, or under Section 423 of the Code (or any successor rule or
provision or any other applicable law or regulation), the Company shall
obtain stockholder approval of any amendment to the Purchase Plan in such a
manner and to such a degree as required.
Unless terminated sooner, the Purchase Plan will terminate in November
2002.
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<PAGE> 10
FEDERAL TAX INFORMATION FOR THE PURCHASE PLAN
The Purchase Plan, and the right of participants to make purchases
thereunder, is intended to qualify under the provisions of Sections 421 and 423
of the Code. Under these provisions, no income will be taxable to a participant
until the shares purchased under the Plan are sold or otherwise disposed of.
Upon sale or other disposition of the shares, the participant will generally be
subject to tax, and the amount of the tax will depend upon the holding period.
If the shares are sold or otherwise disposed of more than two years from the
first day of the offering period, the participant will recognize ordinary income
measured as the lesser of (a) the excess of the fair market value of the shares
at the time of such sale or disposition over the purchase price, or (b) an
amount equal to 15% of the fair market value of the shares as of the first day
of the offering period. Any additional gain will be treated as long-term capital
gain. If the shares are sold or otherwise disposed of before the expiration of
this holding period, the participant will recognize ordinary income generally
measured as the excess of the fair market value of the shares on the date the
shares are purchased over the purchase price. Any additional gain or loss on
such sale or disposition will be long-term or short-term capital gain or loss,
depending on the holding period. The Company is not entitled to a deduction for
amounts taxed as ordinary income or capital gain to a participant except to the
extent of ordinary income recognized by participants upon a sale or disposition
of shares prior to the expiration of the holding period(s) described above.
The foregoing is only a summary of the effect of federal income taxation
upon the participant and the Company with respect to the shares purchased under
the Purchase Plan. Reference should be made to the applicable provisions of the
Code. In addition, the summary does not discuss the tax consequences of a
participant's death or the income tax laws of any state or foreign country in
which the participant may reside.
PROPOSAL NO. 3
APPROVAL OF AMENDMENT OF 1992 STOCK OPTION PLAN
The 1992 Stock Option Plan (the "Option Plan") was adopted by the Board of
Directors in November 1992 and was approved by the stockholders in December
1992. The Option Plan was amended in 1995 to increase the size of the Option
Plan. A total of 905,000 shares have been reserved for issuance under the Option
Plan. The Option Plan provides for the granting to employees (including employee
officers and directors) of the Company of incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended ("the
Code") and for the granting of nonstatutory stock options and stock purchase
rights to employees and consultants (including non-employee directors) of the
Company. The Option Plan also permits the Company to grant stock purchase rights
to purchase Common Stock of the Company either alone, in addition to, or in
tandem with other awards granted under the Option Plan and/or cash awards made
outside of the Option Plan. To date no stock purchase rights have been granted
under the Option Plan. As of August 31, 1996, options to purchase a total of
737,940 shares were outstanding under the Option Plan, and 167,060 shares
remained available for future grants (without giving effect to the increase in
shares being presented to the stockholders for approval at the Annual Meeting).
PROPOSAL
In November 1996, the Board of Directors adopted an amendment to increase
the aggregate number of shares reserved for issuance under the Option Plan by
400,000 shares, from 905,000 to 1,305,000 shares. At the Annual Meeting, the
stockholders are being requested to approve this amendment. The amendment to the
Option Plan is proposed in order to give the Board of Directors flexibility to
grant stock options. The Company believes that grants of stock options motivate
high levels of performance and provide an effective means of recognizing
employee contributions to the success of the Company. Moreover, option grants
align the interests of the employees with the interests of the stockholders.
When the Company performs well, employees are rewarded along with other
stockholders. The Company believes that option grants are of great value in
recruiting and retaining highly qualified technical and other key personnel who
are in great demand. The Board of Directors believes that the ability to grant
options will be important to the future success of the Company by allowing it to
remain competitive in attracting and retaining such key personnel.
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<PAGE> 11
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
Affirmative votes constituting a majority of the Votes Cast will be
required in order to approve the amendments to the Option Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
SUMMARY OF 1992 STOCK OPTION PLAN
Certain features of the Option Plan are outlined below.
Purpose. The purposes of the Option Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide
additional incentive to employees and consultants of the Company and to promote
the success of the Company's business.
Administration. The Option Plan may be administered by the Board or a
committee of the Board (the "Administrator"), which committee is required to be
constituted to comply with Rule 16b-3 of the Exchange Act, and applicable laws.
Subject to the other provisions of the Option Plan, the Administrator has the
power to determine the terms of any options and stock purchase rights granted,
including the exercise price, the number of shares subject to the option or
stock purchase right and the exercisability thereof. The Option Plan is
currently administered by the Stock Option Committee of the Board.
Eligibility. The Option Plan provides that nonstatutory stock options and
stock purchase rights may be granted to employees and consultants, including
non-employee directors. Incentive stock options can be granted only to
employees. An optionee who has been granted an option or a stock purchase right
may, if he or she is otherwise eligible, be granted additional options or stock
purchase rights. With respect to any optionee who owns stock possessing 10% or
more of the voting power of all classes of stock of the Company (a "10%
Stockholder"), the exercise price of any incentive stock option granted must
equal at least 110% of the fair market value on the grant date and the maximum
term of the option must not exceed five years. The term of all other options
granted under the Option Plan may not exceed ten years. The Administrator
selects the optionees and determines the number of shares to be subject to each
option. In making such determination, there is taken into account the duties and
responsibilities of the employee or consultant, the value of his or her
services, his or her potential contribution to the success of the Company, the
anticipated number of years of future service and other relevant factors,
Terms and Conditions of Options. Each option granted under the Option Plan
is evidenced by a written stock option agreement between the optionee and the
Company and is subject to the following terms and conditions:
(a) Exercise Price. The Administrator determines the exercise price
of options to purchase shares of Common Stock at the time the options are
granted. However, the exercise price of an incentive stock option must not
be less than 100% (110% if issued to a 10% Stockholder) of the fair market
value of the Common Stock on the date the option is granted. For so long as
the Company's Common Stock is traded on the Nasdaq National Market, the
fair market value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid if no sales were reported) as
quoted on such system on the last market trading day prior to the date of
determination of such fair market value.
(b) Exercise of the Option. Each stock option agreement specifies the
term of the option and the date when the option is to become exercisable.
The terms of such vesting are determined by the Administrator. Options
granted under the Option Plan to date generally become exercisable over a
period of 50 months at a rate of 12% of the shares subject to the option
after six months from the date of grant and 2% of the shares subject to the
option per month thereafter, and have a ten-year term. An option is
exercised by giving written notice of exercise to the Company, specifying
the number of full shares of Common Stock to be purchased and by tendering
full payment of the purchase price to the Company.
(c) Form of Consideration. The consideration to be paid for the
shares of Common Stock issued upon exercise of an option is determined by
the Administrator and set forth in the option agreement.
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<PAGE> 12
Such form of consideration may vary for each option, and may consist
entirely of cash, check, promissory note, other shares of the Company's
Common Stock, any combination thereof, or any other legally permissible
form of consideration as may be provided in the option agreement.
(d) Termination of Employment. In the event an optionee's continuous
status as an employee or consultant terminates for any reason (other than
upon the optionee's death or disability), the optionee may exercise his or
her option, but only within such period of time not to exceed twelve months
from the date of such termination as is determined by the Administrator
(with such determination being made at the time of grant and not exceeding
ninety (90) days in the case of an incentive stock option) and only to the
extent that the optionee was entitled to exercise it at the date of such
termination (but in no event may the option be exercised later than the
expiration of the term of such option as set forth in the option
agreement). Stock option agreements granting options under the Option Plan
to date have generally provided that optionees may exercise their options
only within 30 days from the date of termination of employment (other than
for death or disability).
(e) Disability. In the event an optionee's continuous status as an
employee or consultant terminates as a result of permanent and total
disability (as defined in Section 22(e)(3) of the Code), the optionee may
exercise his or her option, but only within twelve months from the date of
such termination, and only to the extent that the optionee was entitled to
exercise it at the date of such termination (but in no event may the option
be exercised later than the expiration of the term of such option as set
forth in the option agreement).
(f) Death. In the event of an optionee's death, the optionee's estate
or a person who acquired the right to exercise the deceased optionee's
option by bequest or inheritance may exercise the option, but only within
twelve months following the date of death, and only to the extent that the
optionee was entitled to exercise it at the date of death (but in no event
may the option be exercised later than the expiration of the term of such
option as set forth in the option agreement).
(g) Termination of Options. Excluding options issued to 10%
Stockholders, options granted under the Option Plan expire ten years from
the date of grant. No option may be exercised by any person after the
expiration of its term.
(h) Nontransferability of Options. An option is not transferable by
the optionee, other than by will or the laws of descent and distribution,
and is exercisable during the optionee's lifetime only by the optionee. In
the event of the optionee's death, options may be exercised by a person who
acquires the right to exercise the option by bequest or inheritance.
(i) Value Limitation. If the aggregate fair market value of all
shares of Common Stock subject to an optionee's incentive stock option
which are exercisable for the first time during any calendar year exceeds
$100,000, the excess options shall be treated as nonstatutory options.
(j) Other Provisions. The stock option agreement may contain such
other terms, provisions and conditions not inconsistent with the Option
Plan as may be determined by the Administrator. Shares covered by options
which have terminated and which were not exercised prior to termination
will be returned to the Option Plan.
Terms and Conditions of Stock Purchase Rights. Each grant of stock
purchase rights under the Option Plan is evidenced by a restricted stock
purchase agreement between the rightholder and the Company and is subject to the
following terms and conditions.
(a) Rights to Purchase. The Option Plan permits the Company to grant
rights to purchase Common Stock of the Company either alone, in addition
to, or in tandem with other awards granted under the Option Plan and/or
cash awards made outside of the Option Plan. Upon the granting of a stock
purchase right under the Option Plan, the Offeree is advised in writing of
the terms, conditions and restrictions related to the offer, including the
number of shares of Common Stock that the offeree shall be entitled to
purchase, the price to be paid (which price shall not be less than 50% of
the fair market value of the shares as of the date of the offer), and the
time within which the offeree must accept such offer,
9
<PAGE> 13
which may not exceed six (6) months from the date upon which the
Administrator made the determination to grant the stock purchase right. The
offer must be accepted by the execution of a restricted stock purchase
agreement between the Company and the Offeree.
(b) Repurchase Option. Unless the Administrator determines otherwise,
the restricted stock purchase agreement grants the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
purchaser's employment with the Company for any reason (including death or
disability). The purchase price for shares repurchased pursuant to the
restricted stock purchase agreement is the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company. The repurchase option lapses at a rate determined
by the Administrator.
(c) Other Provisions. The restricted stock purchase agreement may
also contain such other terms, provisions and conditions not inconsistent
with the Option Plan as may be determined by the Administrator in its sole
discretion.
(d) Rights as a Stockholder. Once the stock purchase right is
exercised, the purchaser has all the rights of a stockholder of the
Company.
(e) Nontransferability of Stock Purchase Rights. A stock purchase
right is nontransferable by the rightholder, other than by will or the laws
of descent and distribution, and is exercisable during the rightholder's
lifetime only by the rightholder. In the event of the rightholder's death,
the stock purchase right may be exercised by a person who acquires the
right to exercise the stock purchase rights by bequest or inheritance.
Adjustment Upon Changes in Capitalization; Corporate Transactions. In the
event of changes in the outstanding stock of the Company by reason of any stock
splits, reverse stock splits, stock dividends, mergers, recapitalizations or
other change in the capital structure of the Company, an appropriate adjustment
shall be made by the Board of Directors in: (i) the number of shares of Common
Stock subject to the Option Plan, (ii) the number and class of shares of stock
subject to any option or stock purchase right outstanding under the Option Plan,
and (iii) the exercise price of any such outstanding option or stock purchase
right. The determination of the Board of Directors as to which adjustments shall
be made shall be conclusive. In the event of a proposed dissolution or
liquidation of the Company, all outstanding options and stock purchase rights
will terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Board. The Board may, in the exercise of its
sole discretion in such instances, declare that any option and stock purchase
right shall terminate as of a date fixed by the Board and give each optionee or
rightholder the right to exercise his option or stock purchase right as to all
or any part of the optioned or restricted stock, including shares as to which
the option or stock purchase right would not otherwise be exercisable.
In the event of a merger of the Company with or into another corporation,
the sale of substantially all of the assets of the Company or the acquisition by
any person, other than the Company, of fifty percent or more of the Company's
then outstanding securities, each outstanding option and stock purchase right
shall be assumed or an equivalent option and stock purchase right shall be
substituted by the successor corporation; provided, however, if such successor
or purchaser refuses to assume the then outstanding options or stock purchase
rights, the Option Plan provides for the acceleration of the exercisability of
all or some outstanding options and stock purchase rights.
(g) Amendment and Termination of the Option Plan. The Board may at any
time amend, alter, suspend or terminate the Option Plan. The Company shall
obtain stockholder approval of any amendment to the Option Plan in such a manner
and to such a degree as is necessary and desirable to comply with Rule 16b-3 of
the Exchange Act or Section 422 of the Code (or any other applicable law or
regulation, including the requirements of any exchange or quotation system on
which the Common Stock is listed or quoted). Any amendment or termination of the
Option Plan shall not affect options or stock purchase rights already granted
and such options or stock purchase rights shall remain in full force and effect
as if the Option Plan had not been amended or terminated, unless mutually agreed
otherwise between the optionee or rightholder and the
10
<PAGE> 14
Company, which agreement must be in writing and signed by the optionee or
rightholder and the Company. In any event, the Option Plan shall terminate in
November 2002. Any options or stock purchase rights outstanding under the Option
Plan at the time of its termination shall remain outstanding until they expire
by their terms.
FEDERAL TAX INFORMATION
Pursuant to the Option Plan the Company may grant either "incentive stock
options," as defined in Section 422 of the Code, nonstatutory options or stock
purchase rights.
An optionee who is granted an incentive stock option will not recognize
regular taxable income either at the time the option is granted or upon its
exercise, although the exercise may subject the optionee to the alternative
minimum tax. Upon the sale or other disposition of the shares more than two
years after grant of the option and one year after the exercise of the option,
any gain or loss will be treated as long-term capital gain or loss. If these
holding periods are not satisfied, the optionee will recognize ordinary income
at the time of sale or disposition equal to the difference between the exercise
price and the lower of (i) the fair market value of the shares at the date of
the option exercise or (ii) the sale price of the shares. A different rule for
measuring ordinary income upon such a premature disposition may apply if the
optionee is also an officer, director, or 10% stockholder of the Company
(collectively "Corporate Insiders"). The Company will be entitled to a deduction
in the same amount as the ordinary income recognized by the optionee. Any gain
or loss recognized on such a premature disposition of the shares in excess of
the amount treated as ordinary income will be characterized as long-term or
short-term capital gain or loss, depending on the holding period.
All other options which do not qualify as incentive stock options are
referred to as nonstatutory options. An optionee will not recognize any taxable
income at the time he or she is granted a nonstatutory option. However, upon its
exercise, the optionee will recognize taxable income generally measured as the
excess of the then fair market value of the shares purchased over the purchase
price. Any taxable income recognized in connection with an option exercise by an
optionee who is also an employee of the Company will be subject to tax
withholding by the Company. Upon resale of such shares by the optionee, any
difference between the sales price and the optionee's purchase price, to the
extent not recognized as taxable income as described above, will be treated as
long-term or short-term capital gain or loss, depending on the holding period.
The Company will be entitled to a tax deduction in the same amount as the
ordinary income recognized by the optionee with respect to shares acquired upon
exercise of a nonstatutory option.
Stock purchase rights will generally be taxed in the same manner as
nonstatutory stock options. However, restricted stock is usually purchased upon
exercise of a stock purchase right. At the time of purchase, restricted stock is
subject to a "substantial risk of forfeiture" within the meaning of Section 83
of the Code. As a result, the purchaser will not recognize ordinary income at
the time of purchase. Instead, the purchaser will recognize ordinary income on
the dates when the shares cease to be subject to substantial risk of forfeiture.
The shares will generally cease to be subject to a substantial risk of
forfeiture when they are no longer subject to the Company's right to repurchase
the stock at the original purchase price upon the purchaser's termination of
employment with the Company (i.e., as the shares "vest"). At such times, the
purchaser will recognize the ordinary income measured as the difference between
the purchase price and the fair market value of the stock on the date of
vesting. However, a purchaser may accelerate to the date of purchase his or her
recognition of ordinary income, if any, and the beginning of any capital gain
holding period, by timely filing an election pursuant to Section 83(b) of the
Code. In such event, the ordinary income recognized, if any, would be equal to
the difference between the purchase price and the fair market value of the stock
on the date of purchase, and the capital gain holding period would commence on
the purchase date. The ordinary income recognized by a purchaser who is an
employee will be treated as wages and will be subject to tax withholding by the
Company. Generally, the Company will be entitled to a tax deduction in the
amount and at the time the purchaser recognizes ordinary income. Different rules
may apply in the case of Corporate Insiders.
The foregoing is only a summary of the effect of federal income taxation
upon the optionee or rightholder and the Company with respect to the grant and
exercise of options and stock purchase rights under the Option Plan, does not
purport to be complete, and does not discuss the tax consequences of the
optionee's death or the income tax laws of any municipality, state or foreign
country in which an optionee may reside.
11
<PAGE> 15
PROPOSAL NO. 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick to audit the
financial statements of the Company for the fiscal year ending August 31, 1997.
KPMG Peat Marwick (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 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
The Board of Directors has conditioned its appointment of the Company's
independent auditors upon the receipt of the affirmative vote of a majority of
the shares represented, in person or by proxy, and voting at the Annual Meeting,
which shares voting affirmatively also constitute at least a majority of the
required quorum. In the event that the stockholders do not approve the selection
of KPMG Peat Marwick, 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.
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 December 6, 1996 by: (i) each of the Company's directors; (ii)
each of the officers named in the Summary Compensation Table below; (iii) all
individuals who served as directors or executive officers of the Company at
fiscal year end as a group; and (iv) each person known by the Company to own
beneficially 5% or more 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 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 December 6, 1996 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 17,907,003 shares of the Company's Common Stock were issued
and outstanding as of December 6, 1996.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENT
DIRECTORS, NAMED OFFICERS AND PRINCIPAL STOCKHOLDERS OWNED OF TOTAL
---------------------------------------------------- ------------ --------
<S> <C> <C>
William D. Morean(1)(2)(3)(4)............................... 7,495,762 41.8%
Audrey M. Petersen(1)(2)(5)................................. 3,680,250 20.5%
Thomas A. Sansone(1)(6)(7)(8)............................... 1,469,450 8.2%
Beth M. Manning(1).......................................... 606,253 3.4%
Ronald J. Rapp(1)(10)....................................... 147,500 *
Timothy L. Main(11)......................................... 82,000 *
Randon A. Haight(12)........................................ 62,065 *
Lawrence J. Murphy(13)...................................... 35,000 *
Mel S. Lavitt(14)........................................... 33,000 *
Steven S. Raymund (15)...................................... 2,000 *
All directors and executive officers as a group (16 ------------ ----
persons)(16).............................................. 9,355,491 52.2%
</TABLE>
- ---------------
* Less than 1%.
12
<PAGE> 16
(1) This person's mailing address is c/o Jabil Circuit, Inc., 10800 Roosevelt
Boulevard, St. Petersburg, FL 33716.
(2) Includes 3,319,000 shares held by the William E. Morean Residual Trust as
to which Mr. Morean and Ms. Petersen 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.
(3) Includes 42,113 shares held by Morean Management Company of which Mr.
Morean is President.
(4) Includes 4,123,524 shares held by Cheyenne Holding Limited, a limited
partnership of which Morean Management Company is the sole general partner.
Also includes 11,125 shares owned by Mr. Morean's spouse.
(5) Includes 361,250 shares held by the Morean Limited Partnership, a North
Carolina Limited Partnership, the sole general partner of which is
Morean-Petersen, Inc. Ms. Petersen is the President of Morean-Petersen,
Inc.
(6) Includes options to purchase 640,200 shares exercisable within 60 days of
December 6, 1996.
(7) Includes 8,293 shares held by TAS Management, Inc. of which Mr. Sansone is
President.
(8) Includes 820,957 shares held by TASAN Limited Partnership, a limited
partnership of which TAS Management, Inc. is the sole general partner.
(9) Includes 606,253 shares held by Morean Limited Partnership, a North
Carolina Limited Partnership.
(10) Includes options to purchase 125,000 shares exercisable within 60 days of
December 6, 1996.
(11) Includes options to purchase 62,520 shares exercisable within 60 days of
December 6, 1996.
(12) Includes options to purchase 61,600 shares exercisable within 60 days of
December 6, 1996.
(13) Includes options to purchase 33,000 shares exercisable within 60 days of
December 6, 1996.
(14) Represents options to purchase 33,000 shares exercisable within 60 days of
December 8, 1995.
(15) Includes options to purchase 2,000 shares exercisable within 60 days of
December 6, 1996.
(16) Includes options to purchase 1,022,120 shares exercisable within 60 days of
December 6, 1996.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act ("Section 16(a)") requires the Company's
officers and directors, and persons who own ten percent or more of a registered
class of the Company's equity securities, to file reports of ownership on Form 3
and changes in ownership on Form 4 or Form 5 with the SEC and the National
Association of Securities Dealers, Inc. Such officers, directors and ten-percent
or more 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, or written representations from certain reporting persons that no Forms
5 were required for such persons, the Company believes that, during the period
from April 29, 1993 (the date on which the Company first became subject to
Section 16(a)) until August 31, 1996, all Section 16(a) filing requirements
applicable to its officers, directors and ten-percent or more stockholders were
complied with.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee was formed in November 1992 and is
currently composed of Messrs. Raymund and Murphy. No member of the Compensation
Committee is or was formerly an officer or an employee of the Company or its
subsidiaries.
No interlocking relationship exists between the Company's Board of
Directors or Compensation Committee and the board of directors or compensation
committee of any other company, nor has any such interlocking relationship
existed in the past.
13
<PAGE> 17
EXECUTIVE OFFICER COMPENSATION
EXECUTIVE 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, 1996:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) ALL OTHER
FISCAL --------------------------- COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (2)
--------------------------- ------ --------------- -------- ------------
<S> <C> <C> <C> <C>
William D. Morean............................... 1994 $ 200,000 -- $ 4,094
Chairman and Chief Executive 1995 200,000 -- 3,709
Officer 1996 200,000 $400,000 8,012
Thomas A. Sansone............................... 1994 200,000 -- 6,029
President 1995 200,000 -- 3,925
1996 200,000 400,000 8,156
Ronald J. Rapp.................................. 1994 130,000 -- 2,779
Executive Vice President of Operations(3) 1995 130,000 14,978 2,679
1996 130,000 121,015 6,225
Timothy L. Main................................. 1994 133,287 60,932 3,945
Sr. Vice President, Business 1995 135,000 77,232 3,671
Development(4) 1996 135,000 123,340 8,797
Randon A. Haight................................ 1994 153,000 46,422 3,863
Vice President, Business 1995 153,000 39,041 3,427
Development, Europe 1996 162,642 47,017 8,387
</TABLE>
- ---------------
(1) Compensation deferred at the election of executive is includable in the year
earned.
(2) Includes amounts awarded pursuant to the Company's Profit Sharing and 401(k)
Plan and life insurance premiums. For fiscal 1994 such amounts were,
respectively: Morean $3,962 and $132; Sansone $5,825 and $204; Rapp $2,575
and $204; Main $3,813 and $132; and Haight $3,659 and $204. For fiscal 1995
such amounts were respectively: Morean $3,577 and $132; Sansone $3,577 and
$348; Rapp $2,475 and $204; Main $3,539 and $132; and Haight $3,223 and
$204. For fiscal 1996 such amounts were respectively: Morean $7,808 and
$204; Sansone $7,808 and $348; Rapp $6,021 and $204; Main $8,665 and $132;
Haight $8,039 and $348.
(3) Mr. Rapp was promoted from Chief Financial Officer to Executive Vice
President of Operations.
(4) Mr. Main was promoted from Vice President, Business Development to Senior
Vice President, Business Development.
OPTION GRANTS IN LAST FISCAL YEAR
There were no option grants to the Named Officers during the last fiscal
year.
14
<PAGE> 18
FISCAL YEAR END OPTION VALUES
The following table sets forth the aggregate value of unexercised options
at August 31, 1996 for each Named Officer. There were no options exercised
during the year ended August 31, 1996 by any such Named Officer.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END(1)
---------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE
---- ------------- ------------- -------------
<S> <C> <C> <C> <C>
William D. Morean......................... -- -- -- --
Thomas A. Sansone......................... -- 640,200 -- 6,722,100
Ronald J. Rapp............................ -- 125,000 -- 1,312,500
Timothy L. Main........................... -- 62,520 -- 657,825
Randon A. Haight.......................... -- 61,600 -- 697,312
</TABLE>
- ---------------
(1) Amounts represent the $12.25 market value of the underlying securities
relating to "in-the-money" options at August 31, 1996 minus the exercise
price of such options.
CERTAIN TRANSACTIONS
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, have jointly and severally guaranteed repayment of the
$4 million 1988 industrial revenue bond up to the entire amount due and payable
(approximately $2.45 million at August 31, 1996) and the approximately $3.4
million mortgage on the Company's Auburn Hills, Michigan facility (approximately
$2.6 million was outstanding at August 31, 1996). Mr. Morean, Audrey M.
Petersen, Mr. Morean's mother and a principal stockholder, and Beth M. Manning,
Mr. Morean's sister and a principal stockholder, have jointly and severally
guaranteed repayment of the $1.88 million 1983 industrial revenue bond which
financed construction of the Company's St. Petersburg facility up to the entire
amount due and payable (approximately $226,000 at August 31, 1996). Messrs.
Morean and Sansone and Ms. Petersen and Manning did not receive any payments or
other consideration in return for their guarantees.
On October 26, 1995, the Company completed a firm commitment underwritten
public offering of shares of Common Stock. The lead underwriter of the
underwriting syndicate which was engaged to effect such public offering was
Unterberg Harris. Mel Lavitt, a director of the Company, is managing director of
Unterberg Harris.
All future transactions, including loans, between the Company and its
officers, directors, principal stockholders and their affiliates will continue
to be approved by a majority of the Board of Directors, including a majority of
the independent and disinterested outside directors on the Board of Directors,
and will continue to be on terms no less favorable to the Company than could be
obtained from unaffiliated third parties.
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 outside directors, reviews and establishes
specific compensation plans, salaries, bonuses and other benefits payable to the
Company's executive officers. Following review and approval by the Committee,
all issues pertaining to executive compensation are submitted to the entire
Board of Directors for review and approval.
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
15
<PAGE> 19
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 similar sized
and comparable high technology companies, according to data obtained from
outside, independent sources.
- the Company's financial performance for the previous fiscal year.
- the achievement of performance goals and objectives which 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 that
paid to comparable executives 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. 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 pretax
profitability of the Company, business development, operational
performance, and other measures of efficiency appropriate to the officer
compensated.
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 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 and current grants vest over a period of five years. 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 1996, the Company granted no options to either the Chief
Executive Officer or the President. Moreover, neither the Chief Executive
Officer nor the President received a salary increase in fiscal year 1996.
By the Compensation Committee
Lawrence J. Murphy
Steven S. Raymund
16
<PAGE> 20
COMPANY STOCK PRICE PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total stockholder
return for the Company, the NASDAQ Stock Market -- US Companies and the NASDAQ
Stock Market -- Computer Manufacturers for the 1996 fiscal year. Note that
historic stock price performance is not necessarily indicative of future stock
price performance.
<TABLE>
<CAPTION>
Date Company Index Market Index Peer Index
<S> <C> <C> <C>
08/30/91 78.727 81.734
09/30/91 79.015 79.936
10/31/91 81.628 28.265
11/29/91 78.887 73.326
12/31/91 88.525 82.510
01/31/92 93.701 94.525
02/28/92 95.824 100.641
03/31/92 91.301 92.078
04/30/92 87.386 88.370
05/29/92 88.521 89.558
06/30/92 85.060 81.680
07/31/92 88.073 84.040
08/31/92 85.381 80.727
09/30/92 88.555 85.976
10/30/92 92.042 95.100
11/30/92 99.366 104.632
12/31/92 103.024 110.911
01/29/93 105.956 116.607
02/26/93 102.004 106.495
03/31/93 104.956 104.947
04/29/93 100.000 100.000 100.000
04/30/93 100.000 100.476 99.569
05/28/93 106.897 106.478 108.565
06/30/93 134.483 106.971 100.843
07/30/93 89.655 107.097 91.348
08/31/93 113.793 112.633 92.876
09/30/93 113.793 119.987 90.224
10/29/93 117.241 116.594 96.823
11/30/93 100.000 115.057 99.139
12/31/93 100.000 118.264 105.112
01/31/94 103.448 121.854 110.289
02/28/94 100.000 120.715 112.954
03/31/94 98.276 113.290 101.902
04/29/94 96.552 111.820 95.237
05/31/94 82.759 112.093 88.696
06/30/94 86.207 107.994 82.621
07/29/94 75.862 110.209 88.134
08/31/94 93.103 117.235 96.793
09/30/94 79.310 116.935 100.455
10/31/94 72.414 119.233 109.620
11/30/94 68.966 115.278 108.469
12/30/94 55.172 115.602 115.444
01/31/95 70.690 116.250 112.888
02/28/95 75.862 122.396 116.011
03/31/95 84.483 126.024 121.692
04/28/95 87.931 129.992 127.899
05/31/95 89.655 133.244 131.501
06/30/95 110.345 144.150 147.991
07/31/95 145.690 154.746 159.713
08/31/95 186.207 157.882 169.982
09/29/95 181.035 161.512 178.062
10/31/95 232.759 160.587 186.200
11/30/95 286.207 164.358 193.037
12/29/95 155.172 163.406 181.846
01/31/96 87.931 164.293 182.561
02/29/96 106.897 170.554 200.854
03/29/96 121.552 171.121 187.452
04/30/96 162.069 185.315 214.854
05/31/96 182.759 193.831 229.470
06/28/96 168.966 185.063 210.807
07/31/96 163.793 168.545 189.422
08/30/96 168.966 178.021 202.988
</TABLE>
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 which you hold. You are, therefore, urged to execute and
return, at your earliest convenience, the accompanying proxy card in the
envelope which has been enclosed.
THE BOARD OF DIRECTORS
St. Petersburg, Florida
December 26, 1996
17
<PAGE> 21
(This Page Intentionally Left Blank)
<PAGE> 22
APPEXIDIX A
JABIL CIRCUIT, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
P
R ANNUAL MEETING OF STOCKHOLDERS
O
X The undersigned hereby appoints THOMAS A. SANSONE and RONALD J. RAPP, or
Y 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 Feather Sound Country
Club, 2201 Feather Sound Drive, Clearwater, Florida, on Thursday,
January 23, 1997, 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 which may properly come before said Meeting.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
/X/ Please mark
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 AND FOR PROPOSALS 2, 3 AND 4.
1. Election of Directors
NOMINEES: William D. Morean, Thomas A. Sansone, Ronald J. Rapp, Lawrence J.
Murphy, Mel S. Lavitt and Steven A. Raymund
FOR WITHHELD MARK HERE
/ / / / IF YOU PLAN / /
TO ATTEND
THE MEETING
/ / MARK HERE
FOR ADDRESS / /
_____________________________________________ CHANGE AND
for all nominees except as noted above NOTE BELOW
2. To approve an amendment to the Company's 1992 FOR AGAINST ABSTAIN
Employee Stock Purchase Plan to increase by 200,000 / / / / / /
shares the number of shares reserved for issuance
thereunder.
3. To approve an amendment to the Company's 1992
Stock Option Plan to increase by 400,000 shares
the number of shares reserved for issuance
thereunder. / / / / / /
4. To ratify the selection of KPMG Peat Marwick as
independent auditors for the Company. / / / / / /
5. With discretionary authority on such other matters as may properly come
before the meeting.
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 or corporations, your title or capacity should be stated. If
shares are held jointly, each holder should sign.
Signature:______________ Date:_____________ Signature:_______________Date:______
