<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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
JABIL CIRCUIT, INC.
- --------------------------------------------------------------------------------
(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:
(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 13, 2000
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
13, 2000 at 10:00 a.m., local time, in the Sunset Ballroom at the Vinoy Country
Club located at 600 Snell Isle Boulevard, 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 approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Jabil Common
Stock from 120,000,000 to 250,000,000 shares and to increase the number of
authorized shares of Jabil Preferred Stock from 1,000,000 to 10,000,000
shares.
3. To approve an amendment to the Company's 1992 Employee Stock
Purchase Plan to increase by 500,000 the number of shares reserved for
issuance thereunder.
4. To approve an amendment to the Jabil Circuit, Inc. 1992 Stock Option
Plan (the "Option Plan") to increase the shares reserved for issuance
under the Option Plan from 5,892,472 as of October 21, 1999 to 9,392,472
shares.
5. To ratify the appointment of KPMG LLP as independent auditors for
the Company for the fiscal year ending August 31, 2000.
6. To transact such other business as may properly come before the
Annual 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 November 16, 1999 are entitled to notice of and to vote at the
Annual Meeting.
A list of all Stockholders entitled to vote at the 1999 Annual Meeting
will be available for examination at the Office of General Counsel of Jabil
Circuit, Inc., at 10560 9th Street North, St. Petersburg, Florida 33716, for the
ten days before the meeting between 9:00 a.m. and 5:00 p.m., local time, and at
the place of the Annual Meeting during 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
November 22, 1999
<PAGE> 3
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL 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 13, 2000
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 13, 2000 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 600
Snell Isle Boulevard, St. Petersburg, Florida 33704. The Company's principal
executive office is located at 10560 9th Street North, St. Petersburg, Florida
33716, and its telephone number at that location is (727) 577-9749.
These proxy solicitation materials were mailed on or about November 22,
1999, together with the Company's 1999 Annual Report to Stockholders, to all
stockholders entitled to vote at the Annual Meeting.
RECORD DATE
Stockholders of record at the close of business on November 16, 1999 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, __________ 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 New York Stock
Exchange ("NYSE") on the Record Date was $______ 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 Annual Meeting for purposes of establishing a quorum and
are also treated as entitled to vote on the subject matter (the "Votes Cast")
with respect to such matter.
While abstentions (votes "withheld") will be counted for purposes of
determining both the presence or absence for the transaction of business and the
total number of Votes Cast with respect to a particular matter, broker non-votes
with respect to proposals set forth in this Proxy Statement will 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 that are intended to be presented
by such stockholders at the Company's 2000 Annual Meeting of Stockholders must
be received by the Company no later than July 25, 2000 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
A board of seven 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. 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 POSITION
- ---- --- ------------------
<S> <C> <C>
William D. Morean(4).................... 44 Chief Executive Officer and Chairman of the
Board of the Company
Thomas A. Sansone(4).................... 50 Vice Chairman of the Board of Directors
Timothy L. Main......................... 42 President and Director
Lawrence J. Murphy...................... 57 Director
Mel S. Lavitt(3)........................ 62 Director
Steven A. Raymund(1)(2)(3).............. 44 Director
Frank A. Newman(1)(2)................... 51 Director
</TABLE>
- -------------------
(1) Member of the general Stock Option Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) Member of the Stock Option Committee for non-officers and non-directors.
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.
WILLIAM D. MOREAN. 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.
THOMAS A. SANSONE. Mr. Sansone has served as Vice Chairman of the Board
since January 1999, and as a director since 1983. Mr. Sansone joined the Company
in 1983 as Vice President and served as President of Jabil from 1988 to January
1999. Prior to joining Jabil, Mr. Sansone was a practicing attorney.
TIMOTHY L. MAIN. Mr. Main was appointed to the Board in October of 1999.
Mr. Main was named President of Jabil in January 1999 after serving as Senior
Vice President, Business Development since August 1996. He joined Jabil in April
1987 as a Production Control Manager, was promoted to Operations Manager in
September 1987, to Project Manager in July 1989 and to Vice President Business
Development in May 1991. Prior to joining us, Mr. Main was a commercial lending
officer, international division for the National Bank of Detroit. Mr. Main has
earned a B.S. from Michigan State University and an MIM from the American
Graduate School of International Management (Thunderbird).
3
<PAGE> 6
LAWRENCE J. MURPHY. 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. 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.
MEL S. LAVITT. 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.
STEVEN A. RAYMUND. 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.
FRANK A. NEWMAN. Mr. Newman has served as a director of the Company since
January 1998. Mr. Newman 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 JoAnn Stores, Inc., Eckerd
Corporation and AmSouth Bancorporation.
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.
4
<PAGE> 7
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of five meetings and
took action by written consent eight times during the 1999 fiscal year. All
Directors attended 75% or more of the aggregate number of Board meetings and
committee meetings. The Board of Directors has a Compensation Committee, two
Stock Option Committees 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. Raymund
and Newman, reviews and establishes specific compensation plans, salaries,
bonuses and other benefits payable to the Company's executive officers. During
fiscal year 1999, the Compensation Committee held one meeting.
The Stock Option Committee that administers the Company's 1992 Stock
Option Plan with respect to individuals who are neither directors nor officers
of the Company consists of Messrs. Morean and Sansone. During Fiscal year 1999,
the Stock Option Committee held no meetings, but took action by written consent
eleven times.
The Stock Option Committee that is generally empowered to administer the
Company's 1992 Stock Option Plan with respect to all individuals and the 1992
Employee Stock Purchase Plan consists of Messrs. Raymund and Newman. During
fiscal year 1999, the Stock Option Committee held no meetings, but took action
by written consent seven times.
The Audit Committee, which currently consists of Messrs. Raymund and
Lavitt, reviews and evaluates the results and scope of the audit and other
services provided by the Company's independent auditors. During fiscal year
1999, the Audit Committee held two meetings.
During fiscal year 1999, 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 of Directors meeting that
they attend. No other director currently receives any cash compensation for
attendance at Board of Directors 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. See "Other Information -
Compensation Committee Interlocks and Insider Participation" for information
regarding compensation payable to Mr. Murphy for certain consulting services.
5
<PAGE> 8
PROPOSAL NO. 2
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK
GENERAL
The Company's Certificate of Incorporation, as currently in effect (the
"Certificate"), provides that the Company is authorized to issue two classes of
stock consisting of 120,000,000 shares of Common Stock, $0.001 par value per
share, and 1,000,000 shares of Preferred Stock, $0.001 par value per share. In
October 1999, the Board of Directors authorized an amendment to the Certificate
to increase the authorized number of shares of Common Stock to 250,000,000
shares and to increase the authorized number of shares of Preferred Stock to
10,000,000 shares. The stockholders are being asked to approve at the Annual
Meeting such amendment to the Certificate. Under the proposed amendment, the
first paragraph of the Article numbered "Fourth" of the Certificate would be
amended to read as follows:
"This corporation is authorized to issue two classes of shares to be
designated respectively Preferred Stock ("Preferred") and Common Stock
("Common"). The total number of shares of Preferred this corporation shall
have authority to issue shall be 10,000,000, $0.001 par value, and the
total number of shares of Common which this corporation shall have the
authority to issue shall be 250,000,000, $0.001 par value."
The Company currently has 120,000,000 authorized shares of Common Stock
and 1,000,000 authorized shares of Preferred Stock. Of this authorized number,
_________ shares of common stock and ______ shares of Preferred Stock were
issued and outstanding as of the Record Date. In addition, as of October 21,
1999, a total of 5,892,472 shares of Common Stock were reserved for future grant
or for issuance upon the exercise of outstanding options under the Option Plan
and 469,680 shares were reserved for issuance under the 1992 Employee Stock
Purchase Plan.
PURPOSE AND EFFECT OF THE AMENDMENT
The principal purpose of the proposed amendment to the Certificate is to
authorize additional shares of Common Stock which will be available in the event
the Board of Directors determines that it is necessary or appropriate to permit
future stock dividends or stock splits, to raise additional capital through the
sale of securities, to acquire another company or its business or assets, to
establish strategic relationships with corporate partners, to provide equity
incentives to employees, officers or directors or to pursue other matters. The
Board of Directors as of the date of this Proxy has no agreement, arrangement or
intention to issue any of the shares for which approval is sought. If the
amendment is approved by the stockholders, the Board of Directors does not
intend to solicit further stockholder approval prior to the issuance of any
additional shares of Common stock, except as may be required by applicable law.
The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders. However, the Board will have the
authority to issue authorized Common Stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law. To the
extent that additional authorized shares are issued in the future, they may
decrease the existing stockholders' percentage equity ownership and, depending
on the price at which they are issued, could be dilutive to the existing
stockholders. The holders of Common Stock have no preemptive rights.
6
<PAGE> 9
POTENTIAL ANTI-TAKEOVER EFFECT
The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued Common Stock could (within the
limits imposed by applicable law and stock exchange policies) be issued in one
or more transactions which would make a change in control of the Company more
difficult, and therefore less likely. Any such issuance of additional stock
could have the effect of diluting the earnings per share and book value per
share of outstanding shares of Common Stock or the stock ownership and voting
rights of a person seeking to obtain control of the Company.
The Company is not presently aware of any pending or proposed transaction
involving a change in control of the Company. While it may be deemed to have
potential anti-takeover effects, the proposed amendment to increase the
authorized Common Stock is not prompted by any specific effort or takeover
threat currently perceived by management.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote is required to approve the amendment to
the Company's Certificate of Incorporation. Both abstentions and broker
non-votes will have the same effect as votes against this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
7
<PAGE> 10
PROPOSAL NO. 3
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 1997 to increase the size of
the Purchase Plan. A total of 2,410,000 shares have been reserved and are
currently available 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 October 21,
1999, a total of 1,940,320 shares had been purchased under the Purchase Plan.
PROPOSAL
In October 1999, the Board of Directors adopted an amendment to
increase the aggregate number of shares reserved and currently available for
issuance under the Purchase Plan by 500,000 shares, from 469,680 to 969,680
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 may be 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.
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<PAGE> 11
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 New York Stock Exchange.
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.
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.
(a) 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.
(b) 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.
(c) 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
9
<PAGE> 12
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.
(d) 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.
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.
10
<PAGE> 13
PROPOSAL NO. 4
APPROVAL OF AMENDMENTS OF THE JABIL CIRCUIT, INC. 1992
STOCK OPTION PLAN
The Jabil Circuit, Inc. 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, 1996 and
1998 to increase the size of the Option Plan. As of October 21, 1999, a total of
5,892,472 shares are 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 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.
PROPOSAL
In October 1999, the Board of Directors adopted an amendment to the Option
Plan, subject to stockholder approval. The amendment to the Option Plan provides
for an increase in the aggregate number of shares reserved for issuance under
the Option Plan from the 5,892,472 shares reserved on October 21, 1999 to
9,392,472 shares (the "Reserved Share Amendment"). As of the date of the
approval by the Board of Directors of the Reserve Share Amendment, October 21,
1999, options to purchase a total of 2,985,157 shares were outstanding under the
Option Plan, and 2,907,315 shares remained available for future grants. Since
that date, the Stock Option Committee has granted options to purchase an
additional ____________ shares.
The Reserved Share Amendment is proposed in order to give the Board of
Directors flexibility to grant stock options under the Option Plan. 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.
In connection with the Company's acquisition by merger of GET
Manufacturing, Inc. ("GET") and its subsidiaries, the Company issued options to
purchase approximately 611,543 shares of common stock under the Option Plan,
rather than reserve an equivalent number of shares of common stock to be issued
under GET's stock option plan that existed at the time of the acquisition of
GET.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
Affirmative votes constituting a majority of the Votes Cast will be
required to approve the amendments to the Option Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
SUMMARY DESCRIPTION OF OPTION PLAN
The following is a description of certain features and effects of the
Option Plan.
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.
11
<PAGE> 14
ADMINISTRATION. The Option Plan may be administered by the Board of
Directors or one or more committees of the Board (the "Administrator"), at least
one of which committees is required to be constituted to comply with Rule 16b-3
of the Securities Exchange Act of 1934, as amended (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 two separate Stock Option
Committees of the Board. One committee administers the Option Plan as to
individuals who are neither officers nor directors of the Company, while the
other committee may administer the Option Plan as to all individuals.
ELIGIBILITY. The Option Plan provides that the Administrator may grant
nonstatutory stock options and stock purchase rights to employees and
consultants, including non-employee directors. The Administrator may grant
incentive stock options only to employees. An optionee who has received a grant
of an option or a stock purchase right may, if he is otherwise eligible, receive
additional option or stock purchase right grants. 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 to such optionee 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 of Common Stock to be subject to each option. In making
such determination, the Administrator shall take into account the duties and
responsibilities of the employee or consultant, the value of his services, his
potential contribution to the success of the Company, the anticipated number of
years of future service and other relevant factors. The Administrator shall not
grant to any employee in any fiscal year of the Company options to purchase more
than 1,765,040 shares of Common Stock.
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 NYSE, 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. 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. 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
option, but only within such period of time not to exceed 12 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 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).
(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 option, but only within 12 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).
12
<PAGE> 15
(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
12 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 10 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, which may not exceed
six 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.
13
<PAGE> 16
(f) 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 Common 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 of Directors. 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 50% 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
anytime 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 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 receives an incentive stock option grant will not
recognize any taxable income either at the time of grant or exercise of the
option, 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 the grant of the option and one year after the exercise of the
option, any gain or loss will be treated as a long-term or short-term capital
gain or loss, depending upon the holding period. 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. 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.
14
<PAGE> 17
All options that 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 receives a nonstatutory option grant. However, upon exercise
of the nonstatutory option, the optionee will recognize ordinary taxable income
generally measured as the excess of the fair market value of the shares
purchased on the date of exercise 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
the sale of such shares by the optionee, any difference between the sale price
and the fair market value of the shares on the date of exercise of the option
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
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.
15
<PAGE> 18
PROPOSAL NO. 5
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG LLP to audit the financial
statements of the Company for the fiscal year ending August 31, 2000. KPMG LLP
(or its predecessor firm) has audited the Company's financial statements since
the fiscal year ended August 31, 1984. A representative of KPMG LLP is expected
to be present at the Annual 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 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.
16
<PAGE> 19
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 ____________ shares of the Company's Common Stock
were issued and outstanding as of the Record Date.
<TABLE>
<CAPTION>
Number of Percent of
Directors, Named Officers and Principal Stockholders Shares Total
- ---------------------------------------------------- --------- ----------
<S> <C> <C>
Principal Stockholders:
William D. Morean(1)(2)........................................ 20,899,910 ______
c/o Jabil Circuit, Inc.
10560-9th Street North
St. Petersburg, Florida 33716
Audrey M. Petersen(1)(3)....................................... 14,438,688 ______
c/o Jabil Circuit, Inc.
10560-9th Street North
St. Petersburg, Florida 33716
Putnam Investments, Inc.(4).................................... 8,393,008 ______
One Post Office Square
Boston, Massachusetts 02109
Directors(5):
Thomas A. Sansone(6)........................................... 3,459,056 ______
Timothy L. Main(7)............................................. 161,870 *
Lawrence J. Murphy(8).......................................... 97,134 *
Mel S. Lavitt(9)............................................... 111,560 *
Steven A. Raymund(10).......................................... 40,160 *
Frank A. Newman(11)............................................ 11,760 *
Named Officers(5):
Wesley B. Edwards(12).......................................... 182,385 *
Ronald J. Rapp(13)............................................. 38,024 *
All current directors and executive officers as a group
(22 persons)(14)............................................. 25,569,336 ______
</TABLE>
- -------------------
* Less than one percent.
(1) Includes 11,411,000 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) 9,268,750 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, (ii) 200,000 shares held of record by
Eagle's 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, and (iii) 20,160 shares subject
to options held by Mr. Morean that are exercisable within 60 days of the
Record Date.
(3) Includes (i) 3,027,688 shares held by Morean Limited Partnership, a North
Carolina limited partnership, of
17
<PAGE> 20
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., and (ii) 11,411,000 shares held by the
William E. Morean Residual Trust.
(4) We obtained information about shares owned by PI from a Schedule 13F filed
by PI with the SEC as of July 9, 1999. As reported in PI's earlier
Schedule 13G's, securities reported as being beneficially owned by PI
consist of securities beneficially owned by subsidiaries of PI, which in
turn include securities beneficially owned by clients of such
subsidiaries. PI, which is a wholly-owned subsidiary of Marsh & McLennan
Companies, Inc., wholly owns two other subsidiaries, Putnam Management and
Putnam Advisory. Both subsidiaries have dispositive power over the shares
as investment managers, but each of the mutual funds' trustees have voting
power over the shares held by each fund, and Putnam Advisory has shared
voting power over the shares held by institutional clients of the fund.
The Schedule 13G includes a disclaimer that the filing is not an admission
that they are, for the purposes of Section 13(d) and 13(g), the beneficial
owner of any securities covered by the Schedule 13G, and that neither of
them has any power to vote or dispose of, or direct the voting or
disposition of, any of the securities covered by the Schedule 13G.
(5) Mr. Morean is a Director and Named Officer of the Company in addition to
being a Principal Stockholder.
(6) Includes (i) 505,000 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) 377,000 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) 2,577,056 shares subject to
options held by Mr. Sansone that are exercisable within 60 days of the
Record Date.
(7) Includes 64,740 shares subject to options held by Mr. Main that are
exercisable within 60 days of the Record Date.
(8) Includes 89,134 shares subject to options held by Mr. Murphy that are
exercisable within 60 days of the Record Date.
(9) Includes 106,560 shares subject to options held by Mr. Lavitt that are
exercisable within 60 days of the Record Date.
(10) Includes 3,840 shares subject to options held by Mr. Raymund that are
exercisable within 60 days of the Record Date.
(11) Represents shares subject to options held by Mr. Newman that are
exercisable within 60 days of the Record Date.
(12) Includes 124,426 shares subject to options held by Mr. Edwards that are
exercisable within 60 days of the Record Date.
(13) Includes 18,024 shares subject to options held by Mr. Rapp that are
exercisable within 60 days of the Record Date.
(14) Includes 3,361,556 shares subject to options held by 18 executive officers
and four 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 Exchange Act 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
from certain reporting persons, the Company believes that, during the fiscal
year ended August 31, 1998, all Section 16(a) filing requirements applicable to
its officers, directors and ten percent stockholders were complied with.
18
<PAGE> 21
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee was formed in November 1992 and is
currently composed of Messrs. Newman and Raymund. No member of the Compensation
Committee is currently or was formerly an officer or an employee of the Company
or its subsidiaries.
19
<PAGE> 22
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 $100,000 during the last fiscal year, and (b) who
served as executive officers at fiscal year end, in addition to any individuals
who were not serving as executive officers at fiscal year end but who, if they
had been, would have been included among the four most highly compensated
executive officers (collectively the "Named Officers"), information concerning
compensation paid for services to the Company in all capacities during the three
fiscal years ended August 31, 1999:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
FISCAL -------------------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(2)
- --------------------------- ------ ----------- ------------ -------------------
<S> <C> <C> <C> <C>
William D. Morean....................... 1999 $ 424,424 $ 325,000 $ 48,722
Chairman of the Board and 1998 369,231 300,000 49,532
Chief Executive Officer 1997 284,616 340,736 62,299
Thomas A. Sansone....................... 1999 424.424 325,000 48,722
Vice Chairman of Board of Directors 1998 369,231 300,000 41,206
1997 284,616 217,054 62,269
Ronald J. Rapp.......................... 1999 274,423 139,537 28,406
Vice President, 1998 234,616 150,000 33,831
Operational Development 1997 189,231 150,364 30,528
Timothy L. Main......................... 1999 298,846 151,557 33,329
President and Director 1998 234,616 100,000 29,294
1997 189,000 125,000 26,489
Wesley B. Edwards....................... 1999 248,846 139,537 25,835
Senior Vice President, 1998 184,616 100,000 28,845
Operations 1997 145,385 130,242 20,479
</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 $50,000 or 10% of such Named Officer's total salary and bonus), nor has it
granted any restricted stock awards or options to Named Officers. The Company
does not have any long-term incentive plans within the meaning of SEC rules.
20
<PAGE> 23
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information as to stock options granted
to all Named Officers during the fiscal year ended August 31, 1999. These
options were granted under our 1992 Stock Option Plan and, unless otherwise
indicated, provide for vesting as to 12% of the underlying common stock six
months after the date of grant, then 2% per month thereafter. Options were
granted at an exercise price equal to 100% of the fair market value of our
common stock on the date of grant. The amounts under "Potential Realizable Value
at Assumed Annual Rate of Stock Appreciation for Option Term" represent the
hypothetical gains of the options granted based on assumed annual compound stock
appreciation rates of 5% and 10% over their exercise price for the full ten-year
term of the options. The assumed rates of appreciation are mandated by the rules
of the Securities and Exchange Commission and do not represent our estimate or
projection of future common stock prices.
<TABLE>
<CAPTION>
Potential Realizable
Percent Value at Assumed
Number of Total Annual Rate of Stock
Securities Options Price Appreciation for
Underlying Granted to Exercise Option Term ($)
Options Employees in Price Per Expiration ----------------------------
Name Granted(#) Fiscal Year Share Date 5% 10%
---- ------------- ----------------- ------------ -------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Morean, William D. 63,000 3.70% 11.75 09/01/2008 465,539 1,179,768
Sansone, Thomas A. 50,800 2.98% 11.75 09/01/2008 375,387 951,305
Rapp, Ronald J. 39,400 2.31% 11.75 09/01/2008 291,147 737,823
20,000 1.17% 24.41 11/17/2008 306,906 777,873
Main, Timothy L. 120,000 7.05% 24.41 11/17/2008 1,841,435 4,667,239
100,000 5.87% 31.50 02/08/2009 1,981,018 5,020,288
32,000 1.88% 11.75 09/01/2008 236,464 599,247
Edwards, Wesley B. 31,800 1.87% $ 11.75 09/01/2008 $ 234,986 $ 595,502
60,000 3.52% 24.41 11/17/2008 920,717 2,333,619
</TABLE>
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, 1999, and the aggregate value
of unexercised options at August 31, 1999, for each of the Named Officers. The
Company does not have any outstanding stock appreciation rights.
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, 1999(#) August 31, 1999($)(2)
Acquired on Value -------------------------- ---------------------------
Name Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William D. Morean....... - 13,860 49,140 $ 458,246 $1,624,691
Thomas A. Sansone....... - 2,571,975 39,625 114,011,375 1,310,102
Ronald J. Rapp.......... - 12,417 46,983 363,062 1,347,650
Timothy L. Main......... 41,539 210,461 851,533 3,986,017
Wesley B. Edwards....... 50,000 $1,820,000 116,245 73,555 4,723,555 1,814,737
</TABLE>
- -------------------
(1) The closing price for Jabil's common stock as reported through the NYSE on
August 31, 1999 was $44.8125. "Value Realized" is calculated on the basis
of the difference between the option exercise price and $44.8125
multiplied by the number of shares of Common Stock to which the exercise
relates.
21
<PAGE> 24
(2) These values, unlike the amounts set forth in the column entitled "Value
Realized," have not been, and may never be, realized and are based on the
positive spread between the respective exercise prices of outstanding
options and the closing price of the Company's Common Stock on August 31,
1999, the last day of trading for fiscal 1999.
CERTAIN TRANSACTIONS
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.
Mr. Murphy is currently working for the Company as a consultant on a
part-time basis. In exchange for providing the Company with consulting services,
Mr. Murphy received $150,000 during fiscal year 1999, and was granted an option
during fiscal year 1999 to purchase 30,000 shares of the Company's Common Stock.
22
<PAGE> 25
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
THE COMMITTEE'S RESPONSIBILITIES: The Compensation Committee of the Board
(the "Committee") has responsibility for setting and administering the policies
which govern executive compensation. The Committee is composed entirely of
outside directors. Reports of the Committee's actions are presented to the full
Board. The purpose of this report is to summarize the philosophical principals,
specific program objectives and other factors considered by the Committee in
reaching its determinations regarding the compensation of the Company's
executive officers.
COMPENSATION PHILOSOPHY: The Committee has approved principals for the
management compensation program which:
o encourage the development and the achievement of strategic
objectives that enhance long-term stockholder value,
o attract, retain and motivate key personnel who contribute to
long-term success of the Company, and
o provide a compensation package that recognizes individual
contributions and Company performance.
COMPENSATION METHODOLOGY: Jabil strives to provide a comprehensive
executive compensation program that is competitive and performance-based in
order to attract and retain superior executive talent. The Committee reviews
market data and assesses Jabil's competitive position for three components of
executive compensation: (1) base salary, (2) annual incentives, and (3)
long-term incentives. To assist in benchmarking the competitiveness of its
compensation programs, Jabil uses William M. Mercer Incorporated ("Mercer"), a
nationally recognized executive compensation firm. Mercer utilizes a number of
national compensation surveys and provides 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.
COMPONENTS OF COMPENSATION:
o BASE SALARY. Base salary for all executive officer positions is
targeted to be competitive with the average 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.
o BONUSES. Bonuses for executive officers are intended to reflect the
Company's belief that a significant 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, earnings per share and other measures of performance
appropriate to the officer compensated.
o 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 last
market trading day prior to the date of determination (determined in
accordance with the option plan) and grants made during the last
fiscal year vest over a period of 50 months. This is designed to
create an incentive to increase 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.
23
<PAGE> 26
CHIEF EXECUTIVE OFFICER AND PRESIDENT COMPENSATION: The base salaries of
Messrs. Morean and Main were increased to be competitive with the average
salaries of comparable executives at technology companies of similar size, based
on the findings of the Mercer report, and to reflect the overall operating
performance of the Company during fiscal year 1999. The Compensation Committee
also awarded bonuses to Messrs. Morean and Main based upon certain subjective
factors and the overall operating performance of the Company during fiscal year
1999.
IRS LIMITS ON DEDUCTIBILITY OF COMPENSATION: Section 162(m) of the
Internal Revenue Code of 1986, as amended, with certain exceptions, limits the
Company's tax deduction for compensation paid to Named Executives to $1,000,000
per covered executive year. The Company expects no adverse tax consequences
under Section 162(m) for fiscal year 1999.
By the Compensation Committee
FRANK A. NEWMAN
STEVEN A. RAYMUND
24
<PAGE> 27
COMPANY STOCK PRICE PERFORMANCE GRAPH
The following Performance Graph shows a comparison of cumulative total
stockholder return for the Company, the NYSE stock market - US Companies and the
stock market - Computer manufacturers for the 1999 fiscal year. Note that
historic stock price performance is not necessarily indicative of future price
performance.
[STOCK PRICE PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
INDEX 08/31/1994 08/31/1995 08/31/1996 08/31/1997 08/31/1998 08/31/1999
- ----- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Jabil Circuit, Inc. 100.0 200.0 181.5 1755.6 696.3 2655.6
NYSE Stock Market (US Companies) 100.0 119.5 141.5 193.5 202.6 263.1
Nasdaq Computer Manufacturers 100.0 175.5 208.7 331.8 403.1 931.3
Stocks
</TABLE>
25
<PAGE> 28
OTHER MATTERS
The Company knows of no other matters to be submitted to the Annual
Meeting. If any other matters properly come before the Annual 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 Annual 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
November 22, 1999
26
<PAGE> 29
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, 600 Snell
Isle Boulevard, St. Petersburg, Florida 33704, on Thursday, January 13, 2000, 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
Annual Meeting and in their discretion upon all other matters that may properly
come before said Annual Meeting.
-----------
SEE REVERSE
SIDE
-----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE> 30
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 PROPOSALS 2 AND 3, 4 AND 5, AND AS THE
PROXYHOLDERS DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING.
<TABLE>
<S> <C>
1. Election of Directors FOR AGAINST ABSTAIN
---------------------------
NOMINEES: William D. Morean, Thomas A. Sansone, 2. To approve an amendment [ ] [ ] [ ]
Timothy L. Main, Lawrence J. Murphy, to the Company's
Mel S. Lavitt, Steven A. Raymund Certificate
and Frank A. Newman of Incorporation to
increase
FOR WITHHELD the number of
[ ] ALL [ ] FROM ALL authorized shares
NOMINEES NOMINEES of Common Stock from
120,000,000 to
[ ]__________________________________________________ 250,000,000
For all nominees except as noted on the line above and the number of
authorized
shares of Preferred
Stock from 1,000,000 to
10,000,000.
- ---------------------------------------------------------
3. To approve an amendment [ ] [ ] [ ]
to the Company's 1992
Employee Stock Purchase
Plan to increase
by 500,000 the number
of shares reserved for
issuance thereunder.
4. To approve an amendment [ ] [ ] [ ]
to the Jabil Circuit,
Inc. 1992 Stock Option
Plan to (i) increase
the shares reserved for
issuance under the plan
from 5,892,472 as of
October 21, 1999 to
9,392,472 shares.
5. To ratify the selection
of KPMG LLP as independent
auditors for the Company
6. With discretionary
authority on such other
matters as may properly come
before the Annual Meeting.
MARK HERE IF YOU PLAN TO ATTEND THE ANNUAL 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 Annual 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.
DATED: 1999
------------------------------
- --------------------------------------------- ---------------------------------------------
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY Signature
CARD PROMPTLY USING THE ENCLOSED ENVELOPE
---------------------------------------------
Signature if held jointly
TPA1 #966529 v7
</TABLE>
