SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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 ss.240.14a-11(c) or ss.240.14a-12
Siboney Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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 to 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>
SIBONEY CORPORATION
34 N. Brentwood Blvd., Suite 211
P.O. Box 16184
St. Louis, Missouri 63105
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2000
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of SIBONEY
CORPORATION will be held at The Daniele Hotel, 216 N. Meramec Avenue, St. Louis,
Missouri 63105 on Tuesday, May 16, 2000, at 11:00 a.m., for the following
purposes:
1. to elect a board of five directors;
2. to consider an amendment of the Siboney Corporation 1997
Incentive Stock Option Plan as described in the proxy
statement; and
3. to transact such other business as may properly come before
the meeting or any adjournment thereof.
Stockholders of record at the close of business on March 30, 2000 will be
entitled to vote at the meeting. A copy of the Annual Report for 1999
accompanies this notice.
BY ORDER OF THE BOARD OF DIRECTORS
Rebecca M. Braddock, Secretary
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE MARK, SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD SO THAT YOUR SHARES MAY BE REPRESENTED AND
VOTED AT THE MEETING.
PROXY STATEMENT
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of SIBONEY
CORPORATION (the "Company"), for use at the annual meeting of the Company's
stockholders to be held at The Daniele Hotel, 216 N. Meramec Avenue, St. Louis,
Missouri 63105 on May 16, 2000, at 11:00 a.m. and at any adjournment thereof.
Whether or not you expect to attend the meeting in person, please return your
marked and executed proxy so that your shares will be voted in accordance with
your wishes. The first mailing of proxies to stockholders will occur on or about
April 12, 2000.
REVOCABILITY OF PROXY
If, after sending in your proxy, you decide to vote in person or desire
to revoke your proxy for any other reason, you may do so by notifying the
Secretary of the Company in writing of such revocation at any time prior to the
voting of the proxy.
RECORD DATE
Stockholders of record at the close of business on March 30, 2000, will
be entitled to vote at the meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On March 30, 2000, there were 16,529,844 shares of common stock, of the
par value of $.10 per share ("common stock"), outstanding and entitled to vote.
Each share is entitled to one vote. A majority of the outstanding shares present
in person or by proxy will constitute a quorum at the meeting. Under applicable
law, the vote required for the election of directors is a plurality of all votes
cast at a meeting at which a quorum is present. A vote on the amendment of the
Siboney Corporation 1997 Incentive Stock Option Plan or any other matter
properly brought before the meeting requires the affirmative vote of a majority
of the shares of common stock present in person or represented at the meeting by
proxy and entitled to vote on the proposal. Abstentions from voting on the
election of directors will operate as neither a vote for nor a vote against any
or all nominees for directors. Abstentions from voting on any other proposal
properly brought before the meeting effectively will operate as a vote against
such proposal. Shares represented by broker non-votes will not be counted in
determining the number of shares necessary for approval of a proposal, although
they will be counted for purposes of determining whether there is a quorum.
<PAGE>
As of March 30, 2000, the following person was known to the Company who
may be deemed to be the beneficial owner of more than 5% of the common stock:
Title of Amount and % of
Name and Address Class Nature of Ownership Class
----------------------------------------------------------------------------
Timothy J. Tegeler Common 2,877,631(1) 17.20%
34 N. Brentwood Blvd., Suite 211
St. Louis, Missouri 63105
(1) Includes 10,000 shares owned by members of Mr. Tegeler's family,
1,456,000 shares (8.81%) held by two trusts, of which Mr. Tegeler is
a trustee together with Mercantile Trust Company of St. Louis,
Missouri, and 447,500 shares (2.71%) held by the Tegeler Foundation,
of which Mr. Tegeler is a trustee. Also includes 200,000 shares of
which are the subject of currently exercisable options.
To the knowledge of the Company, no person beneficially owns more than
5% of the Company's voting securities, other than the shares beneficially owned
by Mr. Tegeler set forth above.
ACTION TO BE TAKEN UNDER PROXY
Unless otherwise directed by the giver of the proxy, the persons named
in the enclosed form of proxy, to wit, Timothy J. Tegeler and Rebecca M.
Braddock, or the one of them who acts, will vote:
(1) FOR the election of the five persons named herein as nominees
for directors of the Company to hold office for one year and
until their successors have been duly elected and qualify;
(2) FOR amendment of the Siboney Corporation 1997 Incentive Stock
Option Plan as described herein; and
(3) according to their judgment on the transaction of such other
business as may properly come before the meeting or any
adjournment thereof.
Should any nominee named herein for election as a director become
unavailable for any reason, it is intended that the persons named in the proxy
will vote for the election of such other person in his stead as may be
designated by the Board of Directors. The Board of Directors is not aware of any
reason that might cause any nominee to be unavailable.
<PAGE>
PROPOSAL 1-- ELECTION OF DIRECTORS
INFORMATION CONCERNING NOMINEES
The following table indicates the names, ages, principal occupations
and five-year employment histories of nominees for directors of the Company, the
periods during which they have served as directors of the Company, the number of
shares and percentage of the common stock of the Company beneficially owned by
each nominee as of March 30, 2000, and the nature of such ownership, as well as
the number of shares and percentage of common stock beneficially owned by all
directors and officers as a group. The table also indicates directorships held
by each nominee in companies with a class of securities registered under or
subject to the requirements of the Securities Exchange Act of 1934 and companies
registered as investment companies under the Investment Company Act of 1940.
Amount and Nature
Principal Occupation of Beneficial
Name of Director (Age) or Employment During Ownership of Shares
and Term as Director the Past Five Years (% of Class)
- --------------------------------------------------------------------------------
Rebecca M. Braddock (46) Vice President, Secretary & 412,000 (6)
1985 to Present Treasurer Siboney Corporation (2.46%)
St. Louis, Missouri (1)
Alan G. Johnson (65) Senior Vice President Strategic 400,000 (6)
1987 to Present Planning and Corporate Growth, (2.39%)
K-V Pharmaceutical Company, St.
Louis, Missouri, since October 1999;
prior thereto, Chairman of the Board
and Chief Executive Officer, Johnson
Research & Capital Incorporated, St.
Louis, Missouri, since January 1999.
Prior thereto, member of Gallop, Johnson
& Neuman, L.C. attorneys-at-law, St.
Louis, Missouri, from 1976 through 1998.
Director of K-V Pharmaceutical Company.
Thomas G. Keeton (44) President of Woodridge Business 524,076 (5)(6)
1985 to Present Institute, a business school, (3.13%)
Salisbury, Maryland (2)
Ernest R. Marx (49) Executive Vice President, Siboney 260,000 (6)
1996 to Present Corporation, St. Louis, Missouri, (1.55%)
since September 1995; prior thereto,
President of Play Bac Publishing USA,
an international trade publisher,
St. Louis, Missouri
Timothy J. Tegeler (58) Chairman of the Board, President 2,877,631 (4)(6)
1979 to Present and Chief Executive Officer, Siboney (17.20%)
Corporation, St. Louis, Missouri.
Investment executive with Century
Securities, Inc., an investment
securities firm, since February 1993 (3)
All Directors and Officers 4,473,707 (4)(6)
as a group (5 persons) (25.43%)
(1) Ms. Braddock is also an Administrator for the Tegeler Foundation,
St. Louis, Missouri.
(2) Mr. Keeton has been the sole Director, President and Chief Executive
Officer of Siboney Communications, Inc., a wholly owned subsidiary,
from September 1985 to the present.
(3) Mr. Tegeler is also the Managing Trustee of the Tegeler Foundation,
St. Louis, Missouri.
(4) Includes the shares set forth in footnote (1) to the table under
"Voting Securities and Principal Holders Thereof."
(5) Includes 10,000 shares owned by Mr. Keeton as custodian for a minor
child.
(6) Includes the following shares subject to fully exercisable options:
Shares Subject
Name of Director/Officer to Options
------------------------ --------------
Rebecca M. Braddock 200,000
Alan G. Johnson 200,000
Thomas G. Keeton 200,000
Ernest R. Marx 260,000
Timothy J. Tegeler 200,000
The Board of Directors held one meeting during 1999. The Company has no
separate audit committee, compensation committee, nominating committee or other
committee performing similar functions.
INFORMATION CONCERNING EXECUTIVE OFFICERS
The executive officers of the Company are Timothy J. Tegeler, Rebecca
M. Braddock and Ernest R. Marx. Mr. Tegeler has served as President and Chief
Executive Officer of the Company since 1985 and as Chairman of the Board since
1987. Ms. Braddock has served as Secretary of the Company since 1985 and as Vice
President and Treasurer since 1987. Mr. Marx has served as Executive Vice
President of the Company since September 1995, as a Director of Siboney Learning
Group, Inc., a wholly owned subsidiary of the Company since October 1995 and as
President of Siboney Learning Group since August 1996.
Each of the executive officers serves at the discretion of the Board of
Directors of the Company.
EXECUTIVE COMPENSATION
The following table reflects compensation paid or payable for fiscal
years 1999, 1998 and 1997 with respect to the Company's chief executive officer
and its other executive officers whose fiscal 1999 salaries and bonuses combined
exceeded $100,000 in each instance.
Summary Compensation Table
Annual Compensation
Name and Principal All Other
Position Year Salary ($) Bonus ($) Compensation ($)
- ------------------ ---- ---------- --------- ----------------
TIMOTHY J. TEGELER 1999 67,400 1,717 5,899(1)
President and Chief 1998 62,400 338 3,765(1)
Executive Officer 1997 62,400 4,332 3,306(1)
ERNEST R. MARX 1999 168,000 33,452 8,056(1)
Executive Vice 1998 120,000 30,610 3,767(1)
President 1997 120,000 31,089 1,926(1)
(1) Contributions made by the Company in accordance with the Siboney
Corporation 401(k) Plan.
INFORMATION AS TO STOCK OPTIONS
The following table lists the value of options held as of the end of
fiscal 1999 by the persons listed in the Summary Compensation Table.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
Number of securities Value of
underlying unexercised unexercised in-the-
options/SARs at fiscal money options/SARs
year-end (#) at fiscal year-end ($)
---------------------- -----------------------
Shares
acquired on Value Exercisable/ Exercisable/
Name exercise (#) Realized ($) unexercisable unexercisable
- ---- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
TIMOTHY J. TEGELER 0 0 200,000/0 $15,250/0
ERNEST R. MARX 0 0 260,000/90,000 $13,600/$6,900
</TABLE>
TRANSACTIONS WITH ISSUER AND OTHERS
Prior to January 1999, Alan G. Johnson, a nominee for reelection as a
Director, was a member of the law firm of Gallop, Johnson & Neuman, L.C., which
has been the Company's general counsel since August 1985 and is expected to
provide legal services to the Company in the future.
<PAGE>
PROPOSAL 2 - APPROVAL OF AMENDMENT TO SIBONEY
CORPORATION 1997 INCENTIVE STOCK OPTION PLAN
In 1997, the Board of Directors of the Company adopted, and the
Shareholders approved, the Siboney Corporation 1997 Incentive Stock Option Plan
("Plan"). The Plan is intended to provide additional incentive to valued and
trusted employees of the Company by encouraging them to acquire shares of the
Company's common stock and thereby increase the interest of such employees in
the business of the Company and provide them with an increased personal interest
in the success of the Company. All employees of the Company, including members
of the Board of Directors who are employees, are eligible to receive options
under the Plan.
Options may be granted under the Plan until March 2, 2007. The Plan is
administered by the Board of Directors. The maximum number of shares available
for issuance under the Plan, prior to the amendment described in this proposal,
is 800,000 shares. Currently, options to acquire only 136,000 shares remain
available for issuance under the Plan. On March 17, 2000, the Board of Directors
adopted a resolution amending the Plan to increase the shares available for
issuance by an additional 800,000 shares to 1,600,000 shares in the aggregate.
The Board determined that such increase was essential to continue to meet the
Plan's stated goals described above.
The amendment to the Plan makes no changes to the Plan other than
increasing the number of shares for which options may be granted from 800,000 to
1,600,000.
In 1999, no options were granted under the Plan to any executive
officer. Options to acquire 137,500 shares were granted under the Plan to all
other employees of the Company as a group in 1999.
An affirmative vote of the holders of a majority of the issued and
outstanding shares of common stock present at the meeting in person or by proxy
and entitled to vote is required for the adoption of the Amendment.
The Board of Directors recommends a vote FOR approval
of the Amendment to the Plan.
RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS
Rubin, Brown, Gornstein & Co. LLP was the Company's independent auditor
for the year ended December 31, 1999 and has been selected as its independent
auditor for 2000. A representative of Rubin, Brown, Gornstein & Co. LLP is
expected to attend the annual meeting and will have the opportunity to make
statements and respond to appropriate questions from stockholders.
ANNUAL REPORT
The Annual Report of the Company for 1999 accompanies this notice.
FUTURE PROPOSALS OF SECURITY HOLDERS
Any stockholder who intends to submit a proposal for consideration at
the 2001 annual meeting of stockholders pursuant to the applicable rules of the
Securities and Exchange Commission must send the proposal to reach the Company's
Corporate Secretary by December 14, 2000. Proposals should be addressed to:
Rebecca M. Braddock, Secretary, Siboney Corporation, P.O. Box 16184, St. Louis,
Missouri 63105.
MISCELLANEOUS
The Company will pay the cost of soliciting proxies. In addition to
solicitation by use of the mails, certain officers and regular employees of the
Company may solicit the return of proxies by telephone, telegram or personal
interview and may request brokerage houses and custodians, nominees and
fiduciaries to forward soliciting material to their principals and will
reimburse them for their reasonable out-of-pocket expenses.
Stockholders are urged to mark, sign, date and send in their proxies
without delay.
OTHER BUSINESS
The Board of Directors knows of no business to be brought before the
annual meeting other than as set forth above. If other matters properly come
before the meeting, it is the intention of the persons named in the solicited
proxy to vote the proxy on such matters in accordance with their judgment.
A copy of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission (including related financial statements and
schedules) is available to stockholders, without charge, upon written request to
the Secretary, Siboney Corporation, P.O. Box 16184, St. Louis, Missouri 63105.
BY ORDER OF THE BOARD OF DIRECTORS
Rebecca M. Braddock, Secretary
Saint Louis, Missouri
April 12, 2000
<PAGE>
SIBONEY CORPORATION
Annual Meeting to be held
May 16, 2000
11:00 a.m.
The Daniele Hotel
216 N. Meramec Avenue
St. Louis, MO 63105
IMPORTANT
---------
- --------------------------------------------------------------------------------
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT
PROMPTLY IN THE POSTPAID ENVELOPE PROVIDED.
A MAJORITY IS REQUIRED BY LAW. THEREFORE, NO MATTER HOW MANY SHARES YOU
OWN, IT IS IMPORTANT THAT YOU VOTE SO THAT YOUR COMPANY CAN SAVE THE EXPENSE OF
FOLLOW-UP LETTERS TO STOCKHOLDERS WHO HAVE NOT RESPONDED.
- --------------------------------------------------------------------------------
Please detach here and return this proxy in the enclosed reply envelope.
The undersigned hereby acknowledges receipt of copies of the Company's
Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April
12, 2000, and the Annual Report of the Company for 1999.
Date , 2000
-------------- ------------------------- -------------------------
Signature of Stockholder Signature if held jointly
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please check your address and zip code and note any corrections on the address
label.
<PAGE>
PLEASE SIGN AND DATE ON THE REVERSE SIDE
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
SIBONEY CORPORATION
2000 ANNUAL STOCKHOLDERS' MEETING
The undersigned stockholder of SIBONEY CORPORATION, a Maryland
corporation, hereby appoints Timothy J. Tegeler and Rebecca M. Braddock, or
either of them, with full power of substitution, the true and lawful attorney
and proxy of the undersigned, to represent the undersigned at the annual meeting
of the stockholders of SIBONEY CORPORATION, to be held at The Daniele Hotel, 216
N. Meramec Avenue, St. Louis, Missouri 63105, on Tuesday, May 16, 2000, at 11:00
a.m., and at any adjournment thereof, and to vote, according to the number of
votes the undersigned would be entitled to vote if personally present, upon the
following matters:
1. ELECTION OF DIRECTORS [ ] WITHHOLD AUTHORITY
[ ] FOR all nominees listed to vote for all nominees listed
below below
Rebecca M. Braddock, Alan G. Johnson, Thomas G. Keeton, Ernest R. Marx
and Timothy J. Tegeler
INSTRUCTION: To withhold authority to vote for any individual nominee,
print that nominee's name on the line provided below.
- --------------------------------------------------------------------------------
2. APPROVAL OF AMENDMENT TO THE SIBONEY CORPORATION 1997 INCENTIVE STOCK
OPTION PLAN AS DESCRIBED IN THE PROXY STATEMENT
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion with respect to the transaction of such other business
as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 & 2.
