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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
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Thomas Group, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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THOMAS GROUP, INC.
5221 N. O'CONNOR BOULEVARD
SUITE 500
IRVING, TEXAS 75039
May 23, 2000
Dear Stockholder:
Based on a reevaluation of the Company's near-term requirements, we are
revising the proposal to amend the 1997 Stock Option Plan. We propose to limit
the increase in the number of shares of the Company's Common Stock currently
available for issuance under such plan, to 200,000 shares. This revised proposal
is described in the accompanying Proxy Statement Supplement.
Pursuant to the Supplement, we are soliciting your proxy for use at the
Annual Meeting of Stockholders.
Enclosed with the Supplement is a blue proxy card that reflects the revised
proposal to be voted upon by stockholders. If you will be unable to attend the
Annual Meeting, I encourage you to complete and return the proxy card and return
it to Thomas Group in the enclosed return envelope. The Supplement includes more
detailed information on the revised proposal as well as voting instructions and
an explanation of the treatment of any proxy that you may have returned
previously for voting at the Annual Meeting.
I urge you to vote "FOR" the revised proposal, and "FOR" the election of
directors, either by signing and returning the enclosed proxy card in the
envelope provided or by voting in person at the Annual Meeting.
I would appreciate your immediate attention to the mailing of the enclosed
proxy.
Very truly yours,
/s/ J. Thomas Williams
J. Thomas Williams
President & Chief Executive Officer
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THOMAS GROUP, INC.
5221 N. O'CONNOR BOULEVARD
SUITE 500
IRVING, TEXAS 75039
May 23, 2000
PROXY STATEMENT SUPPLEMENT
SUPPLEMENTAL INFORMATION TO THE MAY 15, 2000 PROXY STATEMENT
PROVIDED TO STOCKHOLDERS IN CONNECTION WITH THE
YEAR 2000 ANNUAL MEETING OF STOCKHOLDERS
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Background. This Supplement contains information that supplements the
information we provided in our May 15, 2000 Proxy Statement related to the
solicitation of proxies for use at our Year 2000 Annual Meeting of Stockholders.
The information contained in this Supplement relates to the proposal to amend
the 1997 Stock Option Plan, to increase the number of shares of the Company's
Common Stock currently available for issuance under such plan. We are changing
the proposal, and the discussion in this Supplement supercedes the discussion
contained in the Proxy Statement. This Supplement and the enclosed blue proxy
card have been sent to you by order of the Board of Directors of Thomas Group.
Along with an enclosed proxy card, this Supplement was first mailed to
stockholders on or about May 24, 2000.
Reason for this Supplement. We have reevaluated the size of the proposed
increase in shares authorized under the 1997 Stock Option Plan. Additionally,
due to the size of the proposed increase, brokers did not have discretion to
vote shares held in their name absent voting instructions from the beneficial
owners. We are modifying the proposal to align the proposed increase with the
Company's needs, and to enable brokers to vote their shares in the absence of
specific instructions from beneficial owners.
Voting on the Amended Proposal. Regardless of your vote on the original
proposal, you must submit a proxy on the revised proposal. You may do so by
signing and returning the enclosed blue proxy card to Thomas Group in the
enclosed envelope. You may also vote on the revised proposal in person if you
attend the Annual Meeting by completing a ballot form provided upon request at
the Annual Meeting. We urge you to vote "FOR" the revised proposal either by
signing and returning the enclosed proxy card in the envelope provided or by
voting in person at the Annual Meeting.
Required Vote for the Amended Proposal. To be adopted, the amendment to the
1997 Stock Option Plan must receive the affirmative vote of the majority of the
shares entitled to vote. Brokers do have discretion to vote shares on this
matter without instruction from the beneficial owners. For purposes of this
proposal, abstentions and broker non-votes have the effect of negative votes.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR"
APPROVAL OF THE AMENDMENT TO THE 1997 STOCK OPTION PLAN
*****
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Voting on the Election of Directors. Regardless of your vote on the
election of directors, you must also submit a new proxy on the election of
directors. You may do so by signing and returning the enclosed blue proxy card
to Thomas Group in the enclosed envelope. You may also vote on the election of
directors in person if you attend the Annual Meeting by completing a ballot form
provided upon request at the Annual Meeting. We urge you to vote "FOR" the
election of directors either by signing and returning the enclosed proxy card in
the envelope provided or by voting in person at the Annual Meeting.
Required Vote for the Election of Directors. To be elected, the director
nominees must receive the affirmative vote of a plurality of the shares entitled
to vote. Votes that are withheld will be excluded entirely from the vote and
will have no effect. A broker non-vote resulting from the failure to deliver
voting instructions to a broker will have no effect on the election of
directors.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR"
THE ELECTION OF DIRECTORS
*****
Restatement of the Proposal. The following replaces, in its entirety, the
discussion of the 1997 Stock Option Plan proposal in the Proxy Statement.
PROPOSAL TO AMEND THE 1997 STOCK OPTION PLAN
On May 19, 2000 the Board of Directors adopted, subject to stockholder
approval, an amendment to the 1997 Plan.
PARTICIPANTS
At December 31, 1999, the Company had 256 employees, all of whom are
eligible to participate in the 1997 Plan.
SUMMARY OF 1997 STOCK OPTION PLAN
The 1997 Stock Option Plan is intended to afford a proprietary interest in
the Company to key employees of the Company. The Company believes that stock
ownership by these persons provides added incentives to continue employment with
the Company and encourages increased efforts to promote the Company's best
interests. A maximum of 350,000 shares of the Company's Common Stock may be
issued pursuant to the 1997 Plan, subject to adjustment by reason of stock
dividends, stock splits or other capitalization changes. The following is a
brief description of the principal provisions of the 1997 Plan and is qualified
in its entirety by reference to the 1997 Plan.
The 1997 Plan is administered by the Board, if all Board members are
"disinterested" as defined in the 1997 Plan, or by a committee of two or more
disinterested members of the Board (the "Committee"). The Committee determines
the persons who receive stock options, the number of options to be granted and
the vesting schedule for the options granted. All options are granted with an
exercise price equal to 100% of the fair market value of the underlying Common
Stock at the date of grant. The Company receives no consideration upon the grant
of options.
It is intended that options under the 1997 Plan may be incentive stock
options for federal income tax purposes. Under the Internal Revenue Code, an
employee generally is not subject to regular income tax upon the grant or
exercise of an incentive option. Instead, the employee is subject to tax upon
disposition of the stock held pursuant to the exercise of the option (the "ISO
Shares"). At that time, if the employee has held the ISO Shares for at least (i)
two years from the date of grant and (ii) one year from the date of exercise
(the "Required Holding Period"), the employee will have long-term capital gain
(or loss) equal to the difference, if any, between the amount realized from the
disposition and the employee's tax basis in the ISO
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Shares. However, if the employee disposes of the ISO Shares prior to the
Required Holding Period, a portion (generally, the excess of the fair market
value of the ISO Shares at the date of exercise over the exercise price) of any
gain realized would be taxable to the employee as ordinary income.
All employees of the Company, including directors who are also employees,
are eligible to participate in the 1997 Plan. The 1997 Plan shall terminate on
March 31, 2007. Options having a term not to exceed 10 years will be available
to employees under the 1997 Plan. Non-Qualified Stock Options will be
transferable by the optionee. Shares issued to officers of the Company on
exercise of options may not be sold within six months of the grant of the
option.
Shares subject to options that are surrendered or expire unexercised may
again be made subject to options under the 1997 Plan.
In the discretion of the Board, the purchase price for shares may be paid
in cash, shares of Common Stock of the Company with a fair market value equal to
the purchase price, or both.
Notwithstanding any schedule for vesting of options contained in any option
agreement, all options granted under the 1997 Plan become immediately
exercisable if the Company is subject to a change of control as described in the
1997 Plan.
The last reported price of the Common Stock on May 1, 2000 was $11.00.
1997 PLAN BENEFITS
During 1999, no options under the 1997 Plan were granted to executive
officers, directors or non-executive employees.
THE PROPOSED AMENDMENT
Pursuant to the proposed amendment, the shares of Common Stock available
for issuance under the 1997 Plan would be increased by 200,000 shares, from
350,000 to 550,000.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE
"FOR"
APPROVAL OF THE AMENDMENT TO THE 1997 STOCK OPTION PLAN.
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PROXY
THOMAS GROUP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) J. Thomas Williams with full power of
substitution, proxies of the undersigned, with all the powers that the
undersigned would possess if personally present to cast all votes that the
undersigned would be entitled to vote at the Annual Meeting of Stockholders of
Thomas Group, Inc. (the "Company") to be held on Friday, June 23, 2000, at the
principal executive offices of the Company, 5221 N. O'Connor Boulevard, Suite
500, Irving, Texas at 9:00 A.M., Dallas time, and any and all adjournments or
postponements thereof (the "Annual Meeting"), including (without limiting the
generality of the foregoing) to vote and act as follows:
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTORS SET FORTH BELOW
AND FOR THE PROPOSAL SET FORTH ON THE REVERSE SIDE.
(Change of Address)
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- ---------------------------------(If you have written in the above space, please
mark the corresponding box on the reverse side of this card.)
Please complete, date, sign and mail this Proxy promptly
in the enclosed envelope.
No postage is required for mailing in the United States.
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THOMAS GROUP, INC. PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING
DARK INK ONLY.
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FOR WITHHELD FOR ALL
1. Election of Directors, Nominees: ALL ALL EXCEPT
01 JOHN T. CHAIN, JR., 02 RICHARD A. FREYTAG, 03 J. THOMAS WILLIAMS,
04 JAMES E. DYKES, 05 DAVID B. MATHIS, 06 TIMOTHY G. CAFFREY [ ] [ ] [ ] -----------------------
Nominee Exception
2. Proposal to amend the 1997 Stock Option Plan, to increase by 200,000 FOR AGAINST ABSTAIN
shares, from 350,000 to 550,000, the number of shares of the Company's
Common Stock currently available for issuance under the 1997 Stock [ ] [ ] [ ]
Option Plan.
In his discretion, the proxy is authorized to vote upon such other
business as may properly come before the annual meeting. This proxy
will be voted at the annual meeting or any adjournment or postponement
thereof as specified. If no specifications are made, this proxy will
be voted for the election of directors and FOR the proposal set forth
above. This Proxy hereby revokes all prior proxies given with respect
to the shares of the undersigned.
Change of Address [ ]
SIGNATURE(S) DATE
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SIGNATURE(S) DATE
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NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
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