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:
|_| 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
BounceBackTechnologies.com, 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 O-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 O-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
O-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>
BounceBackTechnologies.com, Inc.
707 BIENVILLE BLVD.
OCEAN SPRINGS, MS 39564
(228) 872-5558
May 19, 2000
Dear Shareholders:
I am pleased to invite you to attend the Annual Meeting of Shareholders (the
"Meeting") of BounceBackTechnologies.com, Inc. (the "Company") to be held at the
offices of the Company, located at 707 Bienville Boulevard, Ocean Springs,
Mississippi, 39564, on Thursday, June 22, 2000, at 2:00 p.m. Central Daylight
Time. At the Meeting you will be asked to consider and act upon the following
matters:
1. To elect two Class A directors to serve for a term of three years
each;
2. To ratify the appointment of BDO Seidman, LLP as independent auditors
for the current fiscal year; and
3. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on May 10, 2000, as the
date of record (the "Record Date") for the determination of shareholders of the
Company (the "Shareholders") entitled to notice of and to vote at the Meeting or
any adjournments or postponements thereof.
The accompanying material contains the Notice of Annual Meeting, the Proxy
Statement, which includes information about the matters to be acted upon at the
Meeting, and the related proxy card (the "Proxy"). I hope you will be able to
attend the Meeting. Whether or not you are able to attend the Meeting in person,
I urge you to sign and date the enclosed Proxy and return it promptly in the
envelope provided. If you do attend the Meeting in person, you may withdraw your
Proxy and vote personally on all matters properly brought before the Meeting
Very truly yours,
BounceBackTechnologies.com, Inc.
John J. Pilger
Chief Executive Officer
<PAGE>
BounceBackTechnologies.com, Inc.
707 Bienville Boulevard
Ocean Springs, Mississippi 39564
(228) 872-5558
---------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------------------
To Be Held on June 22, 2000
TO THE SHAREHOLDERS OF BounceBackTechnologies.com, Inc.:
Notice is hereby given to the shareholders of BounceBackTechnologies.com,
Inc. (the "Company") that the Annual Meeting (the "Meeting") of shareholders of
the Company (the "Shareholders") will be held at the offices of the Company,
located at 707 Bienville Boulevard, Ocean Springs, Mississippi 39564, on June
22, 2000, at 2:00 p.m., Central Daylight Time to consider and act upon the
following matters:
1. To elect two Class A directors to serve for a term of three years each;
2. To ratify the appointment of BDO Seidman, LLP as independent auditors for
the current fiscal year; and
3. To transact such other business as may properly come before the Meeting or
any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on May 10, 2000, as
the date of record (the "Record Date") for the determination of Shareholders
entitled to notice of and to vote at the Meeting or any adjournments or
postponements thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. EVEN IF YOU PLAN TO ATTEND
THE MEETING, WE URGE YOU TO SIGN, DATE, AND RETURN THE PROXY AT ONCE IN THE
ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Noreen Pollman, Secretary
Ocean Springs, Mississippi
May 19, 2000
<PAGE>
BounceBackTechnologies.com, Inc.
707 Bienville Boulevard
Ocean Springs, Mississippi 39564
--------------------------
PROXY STATEMENT
--------------------------
Annual Meeting of the Shareholders
June 22, 2000
GENERAL INFORMATION
This proxy statement (the "Proxy Statement") is furnished in connection
with the solicitation by the Board of Directors (the "Board") of
BounceBackTechnologies.com, Inc. (the "Company") of proxies for use at the
Annual Meeting of Shareholders (the "Meeting") to be held on June 22, 2000, at
the offices of the Company, located at 707 Bienville Boulevard, Ocean Springs,
Mississippi, 39564, at 2:00 p.m., Central Daylight Time, or at any adjournments
or postponements thereof, for the purposes set forth in the Notice of Annual
Meeting of Shareholders. This Proxy Statement and the accompanying proxy card
(the "Proxy") are furnished in connection with the proxy solicitation and are
first being mailed to Shareholders of the Company (the "Shareholders") on or
about May 19, 2000.
Shares of Common Stock of the Company (the "Shares") may not be voted
unless the signed Proxy is returned or the holder of such Shares attends the
Meeting and votes in person, or other specific arrangements are made to have the
Shares represented at the Meeting. Any Shareholder of record giving a Proxy may
revoke it at any time before it is voted by (i) filing with the Secretary of the
Company before the polls are closed with respect to the matters to be considered
at the Meeting a written notice of revocation bearing a date later than that of
the Proxy; (ii) attending the Meeting and voting in person (although attendance
at the Meeting will not in and of itself constitute a revocation of a Proxy); or
(iii) duly executing a subsequent Proxy relating to the same Shares and
delivering it to the Secretary of the Company before the polls are closed with
respect to the matters to be considered at the Meeting. Shareholders whose
Shares are held in street name should consult with their brokers or other
nominees concerning procedures for revocation. Subject to such revocation, all
Shares represented by a properly executed Proxy will be voted as directed by the
Shareholder on the Proxy. If no choice is specified, proxies will be voted "For"
the persons nominated by the Board of Directors and "For" the ratification of
the appointment of BDO Seidman, LLP as independent auditors for the fiscal year
ending September 30, 2000 (the "Ratification").
A copy of the Company's Annual Report for the fiscal year ended September
30, 1999, is enclosed herewith. The Annual Report describes the financial
condition of the Company as of September 30, 1999. The Company will furnish,
without charge to any person whose proxy is being solicited, a copy of the
Company's Annual Report on Form 10-KSB for the fiscal year ended September 30,
1999, as filed with the Securities and Exchange Commission, including financial
statements included therein, upon written request to BounceBackTechnologies.com,
Inc., 707 Bienville Boulevard, Ocean Springs, Mississippi 39564, Attention:
Robert J. Allen.
<PAGE>
Record Date; Voting at the Meeting; Quorum
The Board has fixed May 10, 2000, as the date of record (the "Record Date")
for determination of Shareholders entitled to notice of and to vote at the
Meeting. Accordingly, only holders of record of Shares as of the close of
business on the Record Date will be entitled to notice of and to vote at the
Meeting, and at any and all adjournments or postponements thereof. The only
class of stock of the Company outstanding and entitled to vote at the Meeting is
the Shares. As of the Record Date, there were outstanding 12,161,258 Shares (the
"Outstanding Shares"), held by approximately 299 holders of record. Shareholders
are entitled to one vote per Share on any matter which may properly come before
the Meeting.
For purposes of the Meeting, the presence, in person or by Proxy, of 40% of
the Shares entitled to vote at a Meeting shall constitute a quorum.
Shareholders may not cumulate their votes for any nominee for election. An
affirmative vote of a majority of the Shares present at the Meeting and entitled
to vote will be required to adopt each item submitted to the Shareholders for
consideration at the Meeting. Abstentions and brokers' non-votes are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business, but will not be counted for purposes of determining whether a
proposal has been approved.
As of the Record Date, all executive officers and directors of the Company,
as a group, beneficially owned 2,518,187 Shares (an aggregate of 15.1% of the
Shares entitled to vote at the Meeting), and have indicated that they intend to
vote all of such Shares in favor of all Board nominees and the Ratification. In
particular, John J. Pilger, the Chief Executive Officer and a Director of the
Company, who beneficially owns 1,964,018 Shares and holds Proxies to vote an
additional 2,605,944 Shares, intends to vote all such Shares in favor of the
persons nominated by the Board and for the Ratification. See "SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
Proxies
All Shares which are represented at the Meeting by properly executed
Proxies received prior to or at the Meeting and not revoked will be voted at the
Meeting in accordance with the instructions indicated on such Proxies. If no
instructions are indicated, such Proxies will be voted FOR the persons nominated
by the Board and For the Ratification.
Proxies are being solicited by and on behalf of the Board. All expenses of
this solicitation, including the cost of preparing and mailing this Proxy
Statement, will be borne by the Company. In addition to solicitation by the use
of the mails, Proxies may be solicited by directors, officers, and employees of
the Company in person or by telephone, telegram, or other means of
communication. Such directors, officers and employees will not be additionally
compensated, but may be reimbursed for out-of-pocket expenses in connection with
such solicitation. Arrangements will also be made with custodians, nominees, and
fiduciaries for forwarding the Proxy solicitation materials to beneficial owners
2
<PAGE>
of Shares held of record by such custodians, nominees, and fiduciaries with
respect to the solicitation of their respective beneficial holders, and the
Company may reimburse such custodians, nominees, and fiduciaries for reasonable
expenses incurred in connection with such solicitations.
If for any reason the Company believes that additional time should be
allowed for the solicitation of Proxies, the Company may postpone or adjourn the
Meeting. In such a case, the persons named in the enclosed Proxy will cast votes
in respect of any Shares for which they have voting authority pursuant to such
Proxies in favor of such postponement or adjournment.
Any Proxy given may be revoked by the person giving it at any time before
it is voted. Proxies may be revoked by (i) filing with the Secretary of the
Company before the polls are closed with respect to the matters to be considered
at the Meeting a written notice of revocation bearing a date later than that of
the Proxy; (ii) attending the Meeting and voting in person (although attendance
at the Meeting will not in and of itself constitute a revocation of a Proxy); or
(iii) duly executing a subsequent Proxy relating to the same Shares and
delivering it to the Secretary of the Company before the polls are closed with
respect to the matters to be considered at the Meeting. Any written notice
revoking a Proxy should be sent to BounceBackTechnologies.com, Inc., 707
Bienville Boulevard, Ocean Springs, Mississippi 39564, Attn.: Noreen Pollman,
Secretary.
Shareholders are urged to read this Proxy Statement carefully before
deciding how to vote their Shares.
ITEM 1. ELECTION OF DIRECTORS
Information Concerning the Nominees
The Company's Articles of Incorporation, provide for the election of a
Board of Directors which has been divided into three classes, as nearly equal in
number as possible. Each director serves for three years, with a different class
of directors being elected each year. There are currently two Class A directors,
two Class B directors, and two Class C directors, which originally began
staggered terms of one, two and three years, respectively. Currently, Robert J.
Allen and John W. Steiner are Class A directors elected to serve until this
Annual Meeting, Noreen Pollman and Dr. Timothy Murphy are Class B directors,
elected to serve until the 2001 Annual Meeting, and John J. Pilger and Dennis
Evans are Class C directors elected to serve until the 2002 Annual Meeting. Mr.
Ferrucci was a Class C director. He tendered his resignation effective September
30, 1999.
The Board recommends the election of Robert J. Allen and John W. Steiner as
Class A directors, to serve until the 2003 Annual Meeting.
All the nominees are currently directors of the Company. Nominees have
agreed to serve if elected and the Company knows of no reason why the nominees
would be unavailable to serve. Biographical information concerning the nominees
3
<PAGE>
and the other directors is set forth below under the caption "Directors and
Executive Officers." Information concerning the nominees' ownership of Shares is
set forth below under the caption "Security Ownership of Certain Beneficial
Owners and Management."
The Board of Directors recommends, that the Shareholders vote FOR the
foregoing Class A nominees to the Board of Directors.
Directors and Executive Officers
Set forth below is information as of May 10, 2000, regarding the directors
and executive officers of the Company, including information as to their
principal occupations for the last five years, certain other directorships held
by them, and their ages as of the date hereof.
John J. Pilger, age 53, has been the Chief Executive Officer and a director
of the Company since 1984, and served as President from 1984 to 1993. Mr. Pilger
was previously Chairman of the Board until July 1994, and resumed such role in
April 1995. Mr. Pilger oversees all Company activities including operations,
acquisitions, development and construction and is also currently serving as
Chief Financial Officer of the Company.
John W Steiner, age 57, has been a director of the Company since January
1994. Since 1990, he has served as Chairman of the Board of the Ace Worldwide
Group of Companies, a leading provider of moving, trucking, warehousing and
overall logistics services. Mr. Steiner also serves on the Board of Directors
and Executive Committee of Atlas World Group, Inc. Mr. Steiner is President of
the Associate Board of the Milwaukee County Zoological Society, a Board member
of the Metropolitan Milwaukee Association of Commerce and the Better Business
Bureau of Wisconsin.
Dr. Timothy Murphy, age 39, was elected by the Board to serve as a director
on March 17, 1997. Dr. Murphy is a chiropractic doctor maintaining his own
practice in Biloxi, Mississippi for over the last 5 years. Dr. Murphy serves as
a trustee on the Board of Parker College, and is its Finance Chairman.
Additionally, Dr. Murphy is a member of the American Chiropractic Association
and serves on the Council of Diagnostic Imaging and the Council on Sports
Injury. Dr. Murphy serves as team chiropractor for the Mississippi Sea Wolves, a
professional hockey team.
Dennis Evans, age 53, was elected by the Board to serve as a director on
March 17, 1997. Mr. Evans brings 30 years of sales and marketing business
experience to the Board. Mr. Evans is an entrepreneur and was President of Evans
Enterprise, a marketing company, as well as a consultant to several mid-western
development companies including Silverleaf Resorts and NACO. For the last five
years Mr. Evans has acted as a marketing consultant to the Country Tonite
Theatres in Branson and Pigeon Forge. Additionally, Mr. Evans is the marketing
consultant to Casino Caraibe, the Company's casino development in Tunisia, North
Africa.
4
<PAGE>
Noreen Pollman, age 51, has served as Secretary and a director of the
Company since March 1995, and also from 1987 to 1993. Ms. Pollman currently acts
as a business consultant to the Company. From 1984 to February 1998, Ms. Pollman
was Vice President of Operations for each of the Company's operating businesses
with responsibility for the development and implementation of operating budgets.
Robert J. Allen, age 40, was named Vice President of Entertainment of the
Company in 1994. He has also served as a director of the Company since March
1995, and from 1987 to 1993. Mr. Allen served as Executive Vice President of
Recreational Property Consultant Management Inc., and Chief Marketing Officer of
the Company's former subsidiary Recreational Property Management, Inc., from
1986 to 1987. He also previously served as Vice President of Telecommunications.
Officers serve at the discretion of the Board.
Committees and Meetings of the Board of Directors
Messrs. Steiner and Murphy are the current members of the Audit, Executive,
and Compensation Committees of the Board of Directors and serve on the
non-employee directors committee of the Company's Incentive and Stock Option
Plans.
The Audit Committee represents the Board in discharging its
responsibilities relating to the accounting, reporting and financial control
practices of the Company. The Committee has general responsibility for the
review with management of the financial controls, accounting, audit and
reporting activities of the Company. The Committee annually reviews the
qualifications and objectivity of the Company's independent auditors; makes
recommendations to the Board as to their selection; and reviews the scope, fees,
audit results, and management comment letters. The Audit Committee held one
meeting during fiscal 1999.
The Executive Committee, which oversees the Company's 1993 Long-Term
Incentive and Stock Option Plan, and the 1997 Long-Term Incentive and Stock
Option Plan, held one meeting during fiscal 1999.
The Compensation Committee, which reviews and makes recommendations to the
Board with respect to executive compensation levels and the compensation
structure of the Company, held one meeting during fiscal 1999.
The Company does not have a nominating or similar committee.
Each director either attended each of the two meetings held by the Board
and each Committee thereof on which such director served during such period or
received minutes and resolutions from the meetings, and reviewed and approved by
resolution business transactions conducted therein. All directors attended 100%
of the board meetings and all meetings of the Board committees on which they
served, held during 1999, with the exception of John Steiner who attended 50% of
the Board meetings and meetings of the Board committees on which he served.
<PAGE>
Director Compensation
The Company's outside directors, Messrs. Murphy and Steiner and Ms.
Pollman, receive $10,000 per year for serving as directors. Additionally, Mr.
Steiner receives $500 for each meeting which he attends in person, as well as
reimbursement of travel costs. Messrs. Steiner and Murphy receive an annual
grant of Options to purchase 10,000 Shares, which are fully vested at the
prevailing market price of the Shares as of the date of grant. Messrs. Pilger,
Allen and Evans serve as directors but did not receive any cash fee during
fiscal 1999.
ITEM 2. RATIFICATION OF APPOINTMENT OF BDO SEIDMAN, LLP AS
INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR
Subject to Shareholder ratification, the Board has appointed the firm of
BDO Seidman, LLP as independent auditors for the fiscal year ending September
30, 2000, and until their successors are selected. The appointment was made upon
the recommendation of the Audit Committee.
The Board of Directors considers BDO Seidman, LLP to be well qualified and
recommends that the Shareholders vote FOR Ratification.
The affirmative vote of the Shares representing a majority of the Shares
present at the Meeting in person or represented by Proxy and entitled to vote,
is required to approve the Ratification.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 10, 2000, certain information
with respect to each Shareholder known to the Company to be the beneficial owner
of more than 5% of its Shares, each director, each named executive officer (as
defined below), and all directors and officers of the Company as a group. Unless
otherwise indicated, each person named in the table has sole voting and
investment power as to the Shares shown. All officers and directors have an
address of 707 Bienville Boulevard, Ocean Springs, Mississippi 39564.
6
<PAGE>
<TABLE>
<CAPTION>
==============================================================================================================
Name and Address Of Beneficial Owner Number of Shares Percentage of
Beneficially Owned(1) Outstanding Shares
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John J. Pilger 1,964,018(2)(11) 14.2%
Noreen Pollman 155,000(3) *
John W. Steiner 101,975(4) *
Dr. Timothy Murphy 41,756(5) *
Dennis Evans 85,100(6) *
Kevin Kean 1,400,944(8) 10.8%
Robert J. Allen 170,338(7) *
Roy Anderson Holding Corp. 1,100,000(9) 9.0%
All directors and executive officers
as a group (6 Persons) 2,518,187(10)(12) 15.1%
============================================================================================================
* less than 1%
============================================================================================================
<FN>
(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person or member of a group to acquire them within 60 days upon
exercise of options or warrants are treated as outstanding only when
determining the amount and percent owned by such person or group.
(2) Includes 235,000 Shares deemed beneficially owned pursuant to options which
are immediately exercisable or which will be exercisable within 60 days. Of
the Shares reflected above 111,000 are owned by Mr. Pilger's wife, and
11,000 Shares are owned by minor children of Mr. Pilger. In addition, Mr.
Pilger holds proxies to vote 1,330,944 Shares owned by Kevin M. Kean (see
Note 8 below), 175,000 Shares owned by Richard A. Howarth, Jr. (a former
officer of the Company), and 1,100,000 Shares held in escrow as collateral
under the Restated Debenture Agreement dated December 31, 1999 (see Note 9
below). Mr. Pilger, his wife and children have the right to vote a total of
4,569,962 Shares or 35.7% of the Outstanding Shares.
(3) Includes 149,000 Shares deemed beneficially owned pursuant to options,
which are immediately exercisable or which will be exercisable within 60
days.
(4) Includes 80,000 Shares deemed beneficially owned pursuant to options, which
are immediately exercisable.
(5) Includes 20,000 Shares deemed beneficially owned pursuant to options, which
are immediately exercisable.
(6) Includes 45,000 Shares deemed beneficially owned pursuant to options, which
are immediately exercisable.
(7) Includes 149,000 Shares deemed beneficially owned pursuant to options,
which are immediately exercisable or which will be exercisable within 60
days.
(8) Includes 70,000 Shares deemed beneficially owned pursuant to options which
are immediately exercisable. Mr. Kean has granted an irrevocable proxy with
respect to 1,330,944 Shares to John J. Pilger until such time as Mr. Kean
sells or transfers such Shares to an unaffiliated third party in a bona
fide transaction. Mr. Kean's address is 2644 E. Lakeshore Drive, Baton
Rouge, Louisiana 7080.
7
<PAGE>
(9) Includes 1.1 million Shares being held in escrow as collateral to satisfy
certain obligations of the Company under a Restated Debenture Agreement
dated December 31, 1999. Mr. Pilger holds a proxy for these Shares until
the Company has satisfied its obligations in full to Roy Anderson Holding
Corp. Upon full satisfaction of the debt, the stock will be cancelled. Roy
Anderson Holding Corp.'s address is: P.O. Box 2, Gulfport, Mississippi
39502.
(10) The stock table does not reflect Shares owned by officers who participated
in the Company's 401(k) plan which began July 1, 1997. Matching
contributions of Shares issued by the Company under the plan through
September 30, 1999, total 14,264 Shares.
(11) Includes 852,250 shares of Company common stock purchased by Mr. Pilger
from Roy Anderson Holding Corp. on December 31, 1999.
(12) See Notes 2,3,4,5,6,7,8 and 11.
</FN>
</TABLE>
8
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the annual and
long-term compensation earned by John J. Pilger, Noreen Pollman and Robert
Allen, (the "Named Executive Officers"), for services rendered in all capacities
to the Company for the fiscal years ended September 30, 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
=======================================================================================================================
Long-Term
Annual Compensation Compensation Awards
- -----------------------------------------------------------------------------------------------------------------------
Other Restricted Securities All
Annual Stock Underlying Other
Name and Principal Fiscal Salary Bonus Comp. Awards Options Comp.
Position (1) Year ($) ($) ($) ($) (#) ($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1999 362,417 (3) 161,000 (4) -0- -0- -0- -0-
John J. Pilger (7) 1998 464,747 (5) -0- -0- -0- -0- -0-
Chief Executive Officer 1997 255,763 (6) -0- -0- -0- 195,000 -0-
- -----------------------------------------------------------------------------------------------------------------------
1999 110,844 (8) 97,500 (4)(9) -0- -0- -0- -0-
Noreen Pollman, 1998 126,233 -0- -0- -0- -0- -0-
Secretary 1997 128,583 20,000 -0- -0- 90,000 -0-
- -----------------------------------------------------------------------------------------------------------------------
Robert Allen, 1999 130,777 41,434 (4)(10) -0- -0- -0- -0-
Executive Vice President, 1998 119,412 -0- -0- -0- -0- -0-
Entertainment 1997 116,583 -0- -0- -0- 90,000 -0-
=======================================================================================================================
<FN>
(1) Under Securities and Exchange Commission rules, the "Named Executive
Officers" include (i) each person who served as Chief Executive Officer
during fiscal 1999; (ii) each person who (a) served as an executive officer
at September 30, 1999, (b) was among the four most highly paid executive
officers of the Company, not including the Chief Executive Officer, during
fiscal 1999 and (c) earned total annual salary and bonus compensation in
fiscal 1999 in excess of $100,000; and (iii) up to two persons who would be
included under clause (ii) above had they served as an executive officer on
September 30, 1999.
(2) The Executives' options were granted under the Company's 1997 Long-Term
Incentive and Stock Option Plan. The grants were originally implemented on
April 3, 1997. The reissued grant vested 2/3 options prior to 1999 with
balance vested April 7, 1999.
(3) Includes salary of $237,417 of which $11,050 was paid in stock; and
contractual compensation of $125,000 which was paid for services rendered
for CRC Tunisia, S.A. The Company's 10KSB for year-end September 30, 1999
included non-cash compensation. For purposes of this schedule, Mr. Pilger's
compensation was corrected to reflect recognition of this non-cash
compensation which will occur in years 2000, 2001 and 2002 as opposed to
1999, 2000 and 2001.
9
<PAGE>
(4) A one time discretionary bonus was approved via Board Resolution in
conjunction with the successful completion of the Lakes Gaming transaction
for $16.1 million. This bonus was issued in August 1999. As a result, Mr.
Pilger was awarded $161,000, Ms. Pollman was awarded $45,000 and Mr. Allen
was awarded $37,500 for their instrumental efforts in securing this
contract.
(5) Includes contractual compensation and a $150,000 fee paid for services
rendered for CRC Tunisia, S.A.
(6) Includes $12,942 in unused vacation time.
(7) During fiscal 1999, 1998 and 1997, Mr. Pilger received personal benefits,
the aggregate amounts of which did not exceed the lesser of $50,000 or 10%
of the total of the annual salary and bonus reported for Mr. Pilger in such
years.
(8) Includes professional fees of $98,344 and Directors fees of $12,500.
(9) Includes payment of 1997 bonus balance due in the amount of $50,000, a
Christmas bonus of $2,500 and the discretionary bonus discussed in (4).
(10) Includes payment of a Christmas bonus of $3,934 and the discretionary bonus
discussed in (4).
</FN>
</TABLE>
10
<PAGE>
Option Grants and Exercises
The following table sets forth information with respect to stock options
granted to the Named Executive Officers during fiscal 1999. No stock
appreciation rights were granted by the Company in fiscal 1999.
OPTION GRANTS IN FISCAL 1999(1)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
% of Total Options
Number of Securities Granted to Exercise
Underlying Options Employees In Fiscal 1999 Price Expiration
Name Granted (#) ($/Share) Date
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John J. Pilger 195,000(1) N/A .44 4/7/2008
- ---------------------------------------------------------------------------------------------------------------------
Noreen Pollman 90,000(1) N/A .40 4/7/2008
- ---------------------------------------------------------------------------------------------------------------------
Robert Allen 90,000(1) N/A .40 4/7/2008
- ---------------------------------------------------------------------------------------------------------------------
<FN>
(1) The Executives' options were originally granted under the Company's 1997
Long-Term Incentive and Stock Option Plan and were implemented on April 3,
1997, but were canceled, reissued April 7, 1998 and fully vested on April
7, 1999.
</FN>
</TABLE>
The following table sets forth with respect to the Named Executive Officers
information concerning the exercise of stock options during fiscal year 1999 and
unexercised options held as of the end of fiscal year 1999. The Company has
never granted stock appreciation rights.
AGGREGATED OPTION EXERCISES
AND FISCAL 1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
============================================================================================================================
Shares Number of Securities Value of Unexercised
Name Acquired on Value Underlying Unexercised In-the-Money
Exercise (#) Realized ($) Options at 9/30/99 (#) Options at 9/30/99 ($)
-------------------------------------------------------------------
Unexercisable Exercisable Unexercisable Exercisable
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John J. Pilger -0- -0- -0- 235,000 0 0
- ----------------------------------------------------------------------------------------------------------------------------
Noreen Pollman -0- -0- -0- 149,000 0 0
- ----------------------------------------------------------------------------------------------------------------------------
Robert Allen -0- -0- -0- 149,000 0 0
- ----------------------------------------------------------------------------------------------------------------------------
============================================================================================================================
</TABLE>
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Employment Agreements
The Company entered into an Employment Agreement (the "Agreement") with
John J. Pilger on May 20, 1996, providing for an annual salary of $225,000,
subject to annual cost of living adjustments. The Agreement also provides for
use of an automobile and payment of insurance premiums the value of which does
not exceed 10% of his annual salary. The Agreement also provides for bonuses if
certain financial performance guidelines are met. This Agreement was amended
April 3, 1999 to extend the expiration date from July 19 to September 30,
annually with a cost-of-living adjustment to be calculated at that time so to
correspond with the Company's fiscal year end. Additionally, the Agreement
provides that if either party wishes to terminate the Agreement a written notice
of intent must be delivered to the other party one year prior to the employment
expiration date and in the absence of such notice the Agreement renews
automatically from year to year.
The Company entered into a Supplementary Employment Agreement (the
"Supplement Agreement") with John J. Pilger which provides Mr. Pilger with
certain benefits upon a Change of Control Event, which is defined therein as:
(a) the acquisition after the date of this Supplemental Agreement by an
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended), (a "Person") of beneficial
ownership of 20% or more of either (i) the issued and outstanding shares of
common stock of the Company or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors; or (b) If any two or more members within a class of the
staggered Board of seven or more directors, as constituted on the date hereof,
are removed without the express approval or consent of the CEO and Chairman of
the Board, or if two or more members of the Board assume office within any
period of eighteen months after one or more contested elections; or (c) a
hostile reorganization, merger or consolidation which results from either an
actual or threatened election contest or actual or threatened solicitation of
proxies; or (d) a complete liquidation or dissolution of the Company, or the
sale or other disposition of all or substantially all of the assets of the
Company, which liquidation, sale or dissolution occurs as a result of either
actual or threatened solicitation of proxies or consents by or on behalf of
persons other than the incumbent Board. The benefits which inure to Mr. Pilger
upon a voluntary termination under a Change of Control include: 2.99 times his
annual average salary and bonuses and all taxes including income taxes and any
excise tax which may be imposed.
The Company entered into an Agreement with Robert J. Allen where upon a
Change of Control Event, which is substantially similar to that defined in Mr.
Pilger's Supplementary Employment Agreement set out above, Mr. Allen has the
right to receive upon termination 2.99 times his average annual salary including
bonuses payable within 30 days plus other benefits.
BounceBackMedia.com, Inc. entered into a two year Employment Agreement (the
"Agreement") with Roger Birks on January 3, 2000. Mr. Birks will serve as Chief
Executive Officer of BounceBackMedia.com, Inc. Under the Agreement, Mr. Birks
will receive an annual base salary of $100,000. Additionally, If Mr. Birks is
required to establish a residence in Silicon Valley, he shall receive a living
allowance of $2,500 per month. Further, the Company has granted Mr. Birks and
12
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other managers collectively an option to purchase an aggregate of one million
shares of the Company's common stock at an exercise price of $.17 per share. Mr.
Birks will issue options to employees of BounceBackMedia.com, Inc. with up to
825,000 options of the 1,000,000 options available to Mr. Birks personally.
Options vest and are exercisable if BounceBackMedia.com achieves specific
predetermined revenue targets.
BounceBackMedia.com, Inc. entered into a one year Employment Agreement with
Ricardo Gonzalez on January 3, 2000 to serve as Vice President of Technology of
BounceBackMedia.com. Mr. Gonzalez shall receive a base salary of $80,000
annually. Options to purchase 50,000 of the 1.0 million shares referred to above
were issued to Mr. Gonzalez. Options vest and are exercisable based on
BounceBackMedia.com achieving specific revenue targets.
Other
John J. Pilger was prepaid $150,000 in August of 1997 for services which
were rendered in fiscal 1998 to CRC Tunisia, S.A. Additionally, Mr. Pilger,
under this same agreement, was paid $125,000 in August of 1998 for services he
rendered in fiscal 1999 to CRC Tunisia, S.A. Additionally, Mr. Pilger was
entitled to receive $125,000 in compensation in August 1999 for services he was
to render to CRC Tunisia, S.A. during fiscal 2000. Mr. Pilger relinquished this
anticipated compensation in consideration of the forgiveness of his indebtedness
to the Company and further relinquished $13,500 balance due on the two
properties described below, which the Company acquired. Such forgiveness shall
be treated as non-cash compensation in three equal installments in fiscal 2000,
fiscal 2001 and fiscal 2002.
As of September 30, 1999, Mr. Pilger was indebted to the Company in the
amount of $385,935 including principal and interest. These obligations accrued
interest at rates between 7% and 9.5% per year. During 1999, the Board agreed to
forgive Mr. Pilger's debt obligation to the Company. For tax purposes, Mr.
Pilger will recognize each installment of non-cash compensation as income in the
year forgiven, the first of which, in the amount of $123,979, will be recognized
by Mr. Pilger in calendar year 2000. The Company fulfilled its loan obligation
of $35,500 to Mr. Pilger, paying $22,000 in cash and the balance of $13,500 was
applied to his outstanding loan obligations.
A Company loan, including interest totaling $10,677, to Robert Allen was
paid in full by Mr. Allen as of September 30, 1999.
OTHER MATTERS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors, and certain shareholders to file reports of
ownership and changes in ownership of the Common Stock with the Securities and
Exchange Commission. To the Company's knowledge, based on a review of the copies
of such reports furnished to the Company and written representations that no
other reports were required, during the Company's fiscal year ended September
30, 1999, all Section 16(a) filing requirements were complied with and filed in
a timely fashion.
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April 1994, the Company purchased a residential property in Ocean
Springs from Mr. Pilger, paying him $137,000 in cash. This residence has been
leased at a below market rate since June 1995 to a principal of Monarch Casinos,
Inc., Mr. Willard Smith. In December 1998, the Company initiated a legal action
against Mr. Smith for breach of his contractual obligations as set out in
agreements with the Company, default on his rental payments and promissory notes
due the Company by Mr. Smith and Monarch Casinos, Inc. Mr. Smith has responded
to the Company's suit by countersuing the Company for breach of contract, breach
of duty of fair dealing, tortious interference with prospective business
advantage, specific performance and fraud.
On August 11, 1998, the Board of Directors authorized the Company to
acquire from Mr. Pilger two lots, which are contiguous to the residence at 303
LaSalle Court, Ocean Springs, Mississippi (the property described above, which
is currently being leased to Mr. Smith). The purchase price was $86,000, of
which $65,000 was paid in cash and $21,000 was applied to Mr. Pilger's loans due
to the Company. The Company believes that all transactions with directors
described above were effected on terms at least as favorable to the Company as
could have been obtained in arms-length transactions.
On December 31, 1997, the Company's former chairman, Kevin Kean, defaulted
on repaying $1,232,000 plus accrued interest due the Company. The Company filed
suit against Mr. Kean which resulted in a settlement agreement (the "Settlement
Agreement"). Under the Settlement Agreement, 220,000 Shares of Company stock
were canceled along with the 150,000 Shares then pledged to the Company, at the
market price of $1.19 per Share. Additionally, Mr. Kean executed a new
promissory note in favor of the Company (the "Renewal Note"). The Renewal Note
in the amount of $1,196,885, bears interest at 7% per annum and matures on
January 15, 2001. The Renewal Note was collateralized by Mr. Kean's 5% interest
in the Company's Pokagon management fee. The Settlement Agreement also permitted
that in the Company's sole discretion, and at any time prior to maturity, the
Company could take the collateral as payment in full for the note. Further,
under the terms of the Settlement Agreement: "in the event that the Company
shall sell, assign or transfer its interest in the Pokagon Project, in whole or
in part, to any other party, by way of sale, loan, settlement, fee or otherwise
for consideration in an amount in excess of $1 million, Kean's obligation under
the Renewal Note shall be fully discharged and satisfied and the Company shall
mark the Renewal Note "Paid" and return it to Kean." In August 1999, the Company
and Lakes Gaming entered into a Revised Conditional Release Agreement and
Termination Agreement regarding the Pokagon Project pursuant to which the
Company received a $2 million cash down payment, which is subject to repayment
if certain future events do not occur, and may receive additional consideration
if certain future events do occur. The company has marked the Renewal Note
"Paid" and returned it to Kean with the understanding that the obligations
thereunder are now discharged.
14
<PAGE>
Effective November 30, 1994, an agreement was entered into with respect to
certain transfers of Company stock between Mr. Pilger and Richard Howarth, a
former officer and director of the Company. Under the terms of the agreement,
Mr. Pilger transferred 175,000 Shares to Mr. Howarth. Additionally, Mr. Pilger
is obligated to pay to Mr. Howarth $1.50 per Share on each 18 of 100 Shares Mr.
Pilger sells or transfers. Pursuant to the agreement, Mr. Howarth granted to Mr.
Pilger an irrevocable proxy to vote such 175,000 Shares until such Shares are
sold or transferred by Howarth to an unrelated third party.
Mr. Pilger agreed to purchase 852,250 shares of the Company's common stock
held by Roy Anderson Holding Corp. on December 31, 1999 for a purchase price of
$.10 per share.
Relationship with Consultants
The Company has executed a Consulting Agreement with Monarch Casinos, Inc.
("Monarch") which was subsequently assigned to Willard E. Smith, requiring the
Company to: (i) pay monthly fees commencing (retroactively) January 1995 at
various rates from $3,000 to $14,250 per month; (ii) loan an aggregate of
$250,000 (all of which was advanced as of September 30, 1997), which may be
forgiven in part or in whole upon the occurrence of certain events; (iii)
reimburse pre-approved travel expenses; and (iv) lease to Mr. Smith the
Company's Ocean Springs, Mississippi residence at a below market lease rate. The
Consulting Agreement extended for the duration of the Management and Development
Agreement between the Pokagon Indians and an affiliate of Harrah's Casinos,
unless canceled earlier based on certain non-performance provisions. In
addition, the Company issued an aggregate of 100,000 registered shares of Common
Stock during fiscal 1995, which were subsequently sold. An additional 400,000
shares of Common Stock would have been granted upon the groundbreaking for the
first Pokagon casino, subject to certain conditions, and 1,500,000 shares of
Common Stock would have been granted upon the opening of a Pokagon casino.
Monarch granted Mr. Pilger an irrevocable proxy with regard to all shares owned
by Monarch. Mr. Pilger has assigned this proxy to the Company's Board of
Directors. The Company cancelled Mr. Smith's Consulting Agreement as per the
terms of the contract due to certain criteria set out in the contract not being
met by September 1997. No additional fees were paid to Mr. Smith during Fiscal
1998 or Fiscal 1999. The Company initiated a suit against Mr. Smith in December
1998 for breach of contract, default of rental payment and for collection of
note due to Company by Mr. Smith and Monarch Casinos, Inc.
Ms. Pollman terminated her employment relationship in February 1998 and
entered into a Consulting Agreement (the "Consulting Agreement") for a two-year
term to provide business and consulting services to the Company. Ms. Pollman
will continue to act as Secretary of Company with responsibility for maintaining
the Company's books and records. Pursuant to the Consulting Agreement, Ms.
Pollman received an hourly rate of $67.00, but expects to work a reduced number
of hours, thus reducing the Company's long-term out-of-pocket expenses
associated with Ms. Pollman's engagement. The Board approved Consulting
Agreement features Change of Control provisions where upon termination of this
agreement Ms. Pollman will receive 2.99 times her average annual compensation
which moneys will be payable in thirty days. Additionally, the Consulting
Agreement provided for a one-time bonus of up to $156,000 payable in Shares or
cash. Of this sum, $100,000 was applied in fiscal 1998 to retire Ms. Pollman's
15
<PAGE>
$86,000 loan plus interest due to the Company and the balance was paid in
October 1999. Ms. Pollman's Consulting Agreement was extended for a two-year
period and the rate per hour increased from $67.00 to $85.00 effective September
1999.
The Company has a consulting relationship with Dennis Evans, who serves on
the Board of Directors. Mr. Evans acts as a marketing consultant to Casino
Caraibe, and lived in Tunisia from August 1997 through April 1999, in order to
develop and initiate marketing programs and group junket business for the
benefit of Casino Caraibe. Mr. Evans received $10,000 monthly and 2,973 Tunisian
dinars ($2,703 US dollar equivalent) monthly during his consulting term. Mr.
Evans is currently employed by BounceBackTechnologies.com as its Vice President
of Corporate Marketing.
Indemnification of Directors and Officers
Under Section 302A.521 of the Minnesota Statues, the Company is required to
indemnify its directors, officers, employees, and agents against liability under
certain circumstances, including liability under the Securities Act of 1933, as
amended.
As permitted under the Minnesota Statues, the Restated Articles of
Incorporation of the Company provide that directors shall have no personal
liability to the Company or to its shareholders for monetary damages arising
from breach of the Directors' duty of loyalty to the Company or with respect to
certain enumerated matters, excluding payment of illegal dividends, acts not in
good faith, and acts resulting in an improper personal benefit to the director.
SHAREHOLDERS PROPOSALS AND OTHER MATTERS
Any Shareholder proposals for the Company's Annual Meeting of the fiscal
year ending September 30, 2000 must be received by the Company not latter than
November 26, 2000 in order to be included in the proxy statement. The proposals
also must comply with all applicable statues and regulations.
At the time this Proxy Statement was mailed, the Board was not aware of any
matters to be presented for action at the Meeting other than those discussed in
this Proxy Statement. If other matters properly come before the meeting, the
proxy holders have discretionary authority, unless it is expressly revoked, to
vote all proxies in accordance with the unanimous discretion. If the proxy
holders are divided on a particular matter to be voted on with respect to their
discretionary voting, the Share subject to such proxy shall not be voted.
16
<PAGE>
REVOCABLE PROXY
BounceBackTechnologies.com, Inc.
Annual Meeting of Stockholders - June 22, 2000
The undersigned shareholder(s) of BounceBackTechnologies.com, Inc. (the
"Company") hereby nominates, constitutes and appoints John J. Pilger and Noreen
Pollman, and each of them, the attorney, agent and proxy of the undersigned,
with full power of substitution, to vote all stock of
BounceBackTechnologies.com, Inc., which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Company to be held at
BounceBackTechnologies.com, Inc, 707 Bienville Blvd., Ocean Springs, MS 39564 at
2:00 p.m. (Central Daylight Time) on Thursday, June 22, 2000, and any and all
adjournments or postponements thereof, with respect to the matters described in
the accompanying Proxy Statement, and in their discretion, on such other matters
which properly come before the meeting, as fully and with the same force and
effect as the undersigned might or could do if personally present thereat, as
follows:
1. Election of two |_| AUTHORITY GIVEN |_| WITHHOLD AUTHORITY
Class A Directors to vote for the to vote for the
nominees listed below nominees listed below
(except as indicated
to the contrary below)
(INSTRUCTIONS: To withhold authority to vote
for a nominee, strike a line through the name
below.)
Class A Robert J. Allen
John Steiner
2. Proposal to ratify the appointment of BDO Seidmen, LLP as independent
auditors for the Company for the year ended September 30, 2000.
|_| FOR |_| AGAINST |_| ABSTAIN
3. To transact such other business as may properly come before the Meeting and
any adjournment or adjournments or postponements thereof. Management
presently knows of no other business to be presented by or on behalf of the
Company or its Board of Directors at the Meeting.
(Continued, and to be completed and signed on the reverse side)
<PAGE>
(Continued from the other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE. PLEASE SIGN AND DATE BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" FOR THE
ELECTION OF TWO DIRECTORS AND "FOR" THE RATIFICATION OF THE SELECTION OF
INDEPENDENT AUDITORS. THE PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED
"AUTHORITY GIVEN" FOR THE ELECTION OF TWO DIRECTORS AND "FOR" THE RATIFICATION
OF THE SELECTION OF INDEPENDENT AUDITORS UNLESS OTHER INSTRUCTIONS ARE
INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTIONS.
IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
Dated:_______________________________________
_____________________________________________
(Please print name)
_____________________________________________
(Signature of Stockholder)
_____________________________________________
(Please print name)
_____________________________________________
(Signature of Stockholder)
Please date this Proxy and sign your name as
it appears on your stock certificates.
Executors, administrators, trustees, etc.,
should give their full titles. (For joint
accounts, each joint owner must sign).
|_| I do |_| do not
expect to attend the Meeting.
Number of Persons: __________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
