<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________________ to _____________________
Commission File Number 23346
EQUITY MARKETING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3534145
(State of or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
6330 SAN VICENTE BLVD.
LOS ANGELES, CALIFORNIA 90048
(Address of principal executive offices)
(323) 932-4300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
<TABLE>
<CAPTION>
Title of each Class Name of each exchange on which registered
------------------- -----------------------------------------
<S> <C>
None None
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common Stock, $0.001 par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [X]
Approximate aggregate market value of the voting stock held by non-affiliates of
the registrant as of April 27, 2000 was $42,484,715.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
Number of Shares
outstanding on
April 27, 2000
----------------
<S> <C>
Common Stock, $0.001 par value...................................... 6,281,195
</TABLE>
Documents Incorporated by Reference: None
In accordance with instruction G(3) to Form 10-K, the Registrant is amending
its Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 28, 2000 to provide information required under Part III
thereof.
<PAGE> 2
EQUITY MARKETING, INC.
INDEX TO ANNUAL REPORT ON FORM 10-K/A
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
YEAR ENDED DECEMBER 31, 1999
ITEMS IN FORM 10-K/A
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part III
Item 10. Directors and Executive Officers of the Registrant 3
Item 11. Executive Compensation 6
Item 12. Security Ownership of Certain Beneficial Owners and Management 13
Item 13. Certain Relationships and Related Transactions 14
</TABLE>
2
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table provides information with respect to the executive
officers and directors of Equity Marketing, Inc., a Delaware corporation (the
"Company").
<TABLE>
<CAPTION>
NAME AGE POSITION
------------------------------------------------------------------------------------------------
<S> <C> <C>
Donald A. Kurz 44 Chairman of the Board and Chief Executive Officer
Kim H. Thomsen 47 President, Marketing and Interactive Services, Chief
Creative Officer
Edward T. Boyd 45 Senior Vice President, Corporate Operations
Gaetano A. Mastropasqua 35 Senior Vice President, Client Services
Leland P. Smith 36 Senior Vice President, General Counsel and Secretary
John M. Weems 45 Senior Vice President, Consumer Products
Megan E. Wilde 37 Senior Vice President, Marketing Services
Teresa P. Covington 36 Vice President, Finance
Sanford R. Climan 44 Director
Lawrence Elins 52 Director
Mitchell H. Kurz 48 Director
Bruce Raben 46 Director
Stephen P. Robeck 51 Director
Peter Ackerman 54 Director
Jeffrey S. Deutschman 43 Director
</TABLE>
DONALD A. KURZ became Chairman and Chief Executive Officer of Equity Marketing
in January 1999, after serving as President and Co-CEO from 1991 through 1998.
He has also served as a director since 1990, when he joined Equity Marketing as
Executive Vice President. Mr. Kurz was previously a management consultant with
the general management consulting division of Towers Perrin, where he was a vice
president and senior partner and eventually headed the firm's New York office.
Mr. Kurz earned a bachelor's degree from Johns Hopkins University and a master's
in business administration from Columbia University Graduate School of Business.
KIM H. THOMSEN joined Equity Marketing in 1991 and is currently responsible for
the creative direction for all of the company's promotions and consumer
products. She was promoted to her current post in early 2000, and has added
oversight for the company's interactive division to her responsibilities. Prior
to joining Equity Marketing, she operated her own business as a creative
consultant. Ms. Thomsen earned her bachelor's degree from Cornell University.
EDWARD T. BOYD joined Equity Marketing in early 1998 and is responsible for all
product realization, including manufacturing, quality control and distribution.
He was promoted to his current post in early 2000, and has added oversight for
the company's finance, accounting, management information systems and office
administration functions. He was previously a Senior Vice President of worldwide
operations and sourcing for Harman International Industries, a Vice President of
operations for Mattel, Inc., and Director of operations for Thomson Consumer
Electronics. He holds a bachelor's degree from the University of Portland and a
master's degree in international management from the American Graduate School of
International Management.
GAETANO A. MASTROPASQUA joined Equity Marketing in 1997 as a Senior Director
responsible for the company's Burger King account. Mr. Mastropasqua oversees the
company's Burger King business. He was promoted to his current post in early
2000, and has added oversight of the company's USI division to his
responsibilities. His prior experience includes approximately seven years with
American Express, where he ultimately became a vice president of business
development, and more than three years with Andersen Consulting in Europe. He
holds a bachelor's degree from McGill University and a master's in business
administration from the Kellogg Graduate School of Management, Northwestern.
LELAND P. SMITH joined Equity Marketing in 1998 as Senior Vice President,
General Counsel and Secretary. He is responsible for the company's legal, human
resources, corporate development and board administration functions. Mr. Smith
was previously Assistant General Counsel for Mattel, Inc., and an associate in
the corporate department with Riordan & McKinzie. He holds a bachelor's degree
from Amherst College and a J.D. and a master's in business administration from
the University of Southern California.
JOHN M. WEEMS joined Equity Marketing in April 1998 with the acquisition of
Corinthian Marketing, Inc. Mr. Weems was promoted to his current post in early
2000. He is responsible for management of all aspects of Equity Consumer
Products, including brand selection and management, product development,
customer service and sales and marketing. Prior to joining Equity Marketing, he
co-founded Corinthian Marketing and served as that company's chief operating
officer. In 1989, he also co-founded Morrison Entertainment Group, the creator
of the successful In My Pocket brand of collectible figurines. From 1982 to
1989, Mr. Weems held positions of increasing responsibility at Mattel, Inc.,
becoming a Senior Vice President for entertainment and marketing services in
1988. Between 1977 and 1982, he held brand manager positions at the Coca-Cola
Foods Division and at Procter & Gamble. He holds a bachelor's degree from North
Carolina State University and a master's in business administration from the
University of North Carolina.
3
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MEGAN E. WILDE joined Equity Marketing in August 1999 as Senior Vice President
of Marketing Services. In this capacity, she is responsible for the growth and
management of the Company's marketing services business. Prior to joining Equity
Marketing, Ms. Wilde was Vice President and Account Director for Frankel, a
leading, Chicago-based marketing services company. Before joining Frankel in
1996, Ms. Wilde was an Account Executive with RTC Industries, Inc., a
manufacturer of point-of-purchase and permanent merchandising. She also spent
nine years at Baxter Healthcare Corporation, where she held several sales and
marketing management positions. She earned her bachelor's degree from Duke
University.
TERESA P. COVINGTON joined Equity Marketing as Vice President of finance in
January 1999 and is responsible for the company's finance, accounting and
management information systems functions. She was previously Vice President of
operations for Harman International Industries, where she was responsible for
managing finance, accounting, quality assurance, human resources and other
activities. Ms. Covington also held several senior level operations and finance
positions at Mattel, Inc. She earned a bachelor's degree from the University of
Illinois, a master's degree in electrical engineering from the University of
Southern California and a master's in business administration from Stanford
Graduate School of Business.
SANFORD R. CLIMAN is Managing Director of Entertainment Media Ventures, a Los
Angeles-based venture capital fund focused on investment in the areas of
technology, media, and the internet. He has been an Equity Marketing director
since 1998. From June 1997 through February 1999, he was a senior executive with
Creative Artists Agency (CAA). From October 1995 through May 1998, he was an
Executive Vice President for Universal Studios and, from June 1986 through
September 1995, he was employed with CAA. Mr. Climan holds a bachelor's degree
from Harvard College, a master's of science in health policy and management from
Harvard School of Public Health and a master's in business administration from
Harvard Business School.
LAWRENCE ELINS is President of Elins Enterprises, a financial and real estate
investment company. He has been an Equity Marketing director since 1994 and was
formerly President of Applause, Inc., a toy and gift manufacturer. Mr. Elins
received his bachelor's degree from California State University, Northridge.
MITCHELL H. KURZ is the Chairman and founder of Kurz and Friends, a consulting
company to the global advertising and marketing services business. He has been
an Equity Marketing director since March 1999. Mr. Kurz retired from Young &
Rubicam Inc. in December 1998, following a 24-year career during which he held
numerous executive positions. His most recent position at Young & Rubicam was
Chairman of client services, where he oversaw key global client relationships
representing approximately 50% of the company's annual revenues. From 1996 to
1998, he was President and Chief Operating Officer of Young & Rubicam
Advertising, and from 1992 to 1996, he was Worldwide Chief Executive Officer of
Wunderman Cato Johnson, a Young & Rubicam operating unit. Mr. Kurz received his
master's in business administration from Harvard College and his bachelor's
degree from Dartmouth College. Mr. Kurz is the brother of Donald A. Kurz, the
Company's Chairman and Chief Executive Officer.
BRUCE RABEN is a managing director with CIBC Oppenheimer, an investment banking
firm. He has been an Equity Marketing director since 1993. From 1990 through
1995, he was an Executive Vice President with Jeffries & Company, an
investment-banking firm. Mr. Raben is also a director of Global Crossings, Ltd.
and Evercom Holdings, Inc. Mr. Raben received a bachelor's degree from Vassar
College and a master's in business administration from Columbia University
Graduate School of Business.
STEPHEN P. ROBECK has been an Equity Marketing director since 1989 and currently
serves as a consultant to the Company. He was elected Chairman and Co-Chief
Executive officer in September 1991 and served in that role through December
1998. Between 1987 and September 1991, he served as Chief Operating Officer. Mr.
Robeck received his bachelor's degree from Lake Forest College.
4
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PETER ACKERMAN was the Director of Capital Markets at Drexel Burnham Lambert,
an investment banking firm, from 1978 to 1989. He has been an Equity Marketing
director since March 2000. Since 1989, Dr. Ackerman has been the Managing
Director of Rockport Capital, which is the Special Limited Partner of Crown
Capital Group. Dr. Ackerman received a Ph.D. from the Fletcher School of Law and
Diplomacy where he is the Chairman of the Board of Overseers. In addition, he
sits on the Boards of CARE, Colgate University and the Cato Institute and is a
member of the Council on Foreign Relations and the Executive Council of the
International Institute for Strategic Studies.
JEFFREY S. DEUTSCHMAN has been a Managing Director of Crown Capital Group since
1997. He has been an Equity Marketing director since March 2000. Prior to
joining Crown, he was a Partner at Aurora Capital Partners, a leveraged buyout
fund, from 1992 through 1995, a Partner at Deutschman, Clayton & Company, an
investment firm engaged in management buyout transactions, from 1987 through
1991 and a Principal at Spectrum Group, Inc., which specialized in leveraged
acquisitions, from 1981 through 1986. Mr. Deutschman received a B.A. from
Columbia University and an MBA from the UCLA Business School. Mr. Deutschman
sits on the boards of JPS Industries, Davidson Cotton and Resort Theaters of
America. He also serves as the Chief Executive Officer and is a director of ISG
Holdings, a company engaged in the consumer sampling and specialty packaging
industries.
COMMITTEES OF THE BOARD
AUDIT COMMITTEE. The Board has an Audit Committee (the "Audit Committee")
consisting of Messrs. Climan, Elins and Raben. The Audit Committee reviews the
audit and control functions of the Company, the Company's accounting principles,
policies and practices and financial reporting, the scope of the audit conducted
by the Company's independent auditors, the fees and all non-audit services of
the independent auditors and the independent auditors' opinion and letter of
comment to management (if any) and management's response thereto. The Audit
Committee met three times in 1999.
COMPENSATION COMMITTEE. The Board has a Compensation Committee (the
"Compensation Committee") consisting of Messrs. Climan, Elins and Raben. The
Compensation Committee is authorized to review and recommend to the Board the
salaries, bonuses and perquisites for the Company's executive officers and to
administer the Equity Marketing, Inc. Stock Option Plan (the "Option Plan"). The
Compensation Committee also reviews and recommends to the Board any new
compensation or retirement plans. During 1999, the Compensation Committee met
two times.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the Company's directors, its executive officers, and any persons holding more
than 10% of the Company's common stock, $.001 par value per share (the "Common
Stock"), are required to report their ownership of the Common Stock and any
changes in that ownership to the Securities and Exchange Commission (the
"Commission"). Specific due dates for these reports have been established and
the Company is required to report herein any failure to file by these dates
during the fiscal year ended December 31, 1999. All of these filing requirements
were satisfied by its directors, officers and 10% holders. In making these
statements, the Company has relied on the written representations of its
directors, officers and its 10% holders and copies of the reports that they have
filed with the Commission.
5
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ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth the cash compensation (including cash
bonuses) paid or accrued by the Company for its fiscal years ended December 31,
1997, 1998 and 1999 to its Chief Executive Officer and its four most highly
compensated officers other than the Chief Executive Officer (collectively, the
"Named Executive Officers") at December 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------------------
SECURITIES
OTHER ANNUAL UNDERLYING OPTION
YEAR SALARY($) BONUS($)(1) COMPENSATION($)(2) OPTIONS PAYOUTS($)
-------- --------- ----------- ------------------ ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Donald A. Kurz.............. 1999 375,000 300,000 19,200 50,000 --
Chairman, Chief Executive 1998 315,000 -- 16,095 -- --
Officer 1997 300,000 -- 16,920 50,000 --
Joseph F. Morrison.......... 1999 275,000 -- 14,000 -- --
President, Promotions and 1998 164,440 10,000 8,970 296,667 --
Consumer Products(4)
Kim H. Thomsen.............. 1999 250,000 175,000 12,000 25,000 --
President, Marketing and 1998 210,000 125,000 10,920 25,833 --
Interactive Services, 1997 200,000 50,000 10,920 25,000 --
Chief Creative Officer
Edward T. Boyd.............. 1999 215,000 125,000 12,000 15,000 --
Senior Vice President, 1998 150,000 90,000 7,826 112,500 --
Corporate Operations(5)
Gaetano A. Mastropasqua(6).. 1999 187,500 165,000 12,000 90,000 --
Senior Vice President, 1998 121,000 50,000 6,000 10,000 --
Client Services 1997 55,000 -- 3,000 20,000 --
</TABLE>
<TABLE>
<CAPTION>
ALL OTHER
COMPENSATION($)(3)
------------------
<S> <C>
Donald A. Kurz.............. 21,924
Chairman, Chief Executive 21,924
Officer 39,362
Joseph F. Morrison.......... --
President, Promotions and --
Consumer Products(4)
Kim H. Thomsen.............. 5,000
President, Marketing and 5,000
Interactive Services, 4,924
Chief Creative Officer
Edward T. Boyd.............. 5,000
Senior Vice President, --
Corporate Operations(5)
Gaetano A. Mastropasqua(6).. 5,000
Senior Vice President, 4,235
Client Services --
</TABLE>
- ------------------------------
(1) Amounts were earned in the years indicated. Annual bonuses are generally
paid in the first quarter of the following year.
(2) Consists of an automobile allowance unless otherwise indicated.
(3) 1999 amounts consist of: (i) matching payments pursuant to the Company's
401(k) Plan in the following amounts: Mr. Kurz--$5,000;
Ms. Thomsen--$5,000; Mr. Boyd--$5,000; and Mr. Mastropasqua--$5,000;
(ii) premiums on term life insurance in the following amounts:
Mr. Kurz--$6,257; and (iii) loan forgiveness in the following amounts: Mr.
Kurz--$10,667.
(4) Mr. Morrison commenced employment in April, 1998. As of December 31, 1999,
Mr. Morrison was no longer an officer of the Company.
(5) Mr. Boyd commenced employment in April, 1998. Mr. Boyd received a signing
bonus of $50,000.
(6) Mr. Mastropasqua commenced employment in June, 1997.
EMPLOYMENT AGREEMENTS
Donald A. Kurz has entered into an employment agreement with the Company.
The agreement runs from January 1, 1999 through December 31, 2002, subject to
earlier termination upon Mr. Kurz's death or disability or termination by the
Company For Cause or Other Than For Cause (each as defined in the agreement).
The agreement also terminates upon the first anniversary of a Change of Control
(as defined in the agreement). Under the agreement, Mr. Kurz is entitled to a
base salary of $375,000 per year, subject to upward annual adjustment at the
discretion of the Compensation Committee in an amount no less than increases in
the Consumer Price Index (as defined in the agreement), a car allowance of
$19,200 per year and certain medical, disability and life insurance benefits.
Pursuant to the agreement, Mr. Kurz received a grant of 50,000 stock options in
January 1999 priced at a 50% premium to fair market value on that date and may
receive future stock option grants at the discretion of the Compensation
Committee. Mr. Kurz is also entitled to an annual bonus of up to 50% of his base
salary based on the attainment of certain corporate earnings goals and, at the
discretion of the Compensation Committee, a strategic performance bonus of up to
50% of his base salary after taking into account the Company's long-term
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prospects and position and the accomplishment of strategic goals devised by Mr.
Kurz and the Board of Directors. Upon termination of the employment term, the
Company has agreed to retain Mr. Kurz as a consultant for a period of three
years, unless the agreement is terminated pursuant to a Change of Control. If
the agreement is terminated by reason of death or disability, Mr. Kurz or his
estate shall receive his full base salary through the end of the month of his
death or disability and a prorated share of any other compensation or benefits
required under the agreement. If the agreement is terminated by the Company For
Cause, Mr. Kurz's compensation and benefits shall cease as of the date of
termination. If the agreement is terminated by the Company Other Than For Cause,
Mr. Kurz shall receive his full base salary and any other compensation or
benefits required under the agreement through the end of the term of the
agreement and double the annual corporate earnings goals bonus he would have
been entitled to if he was not terminated. Under the agreement, the Company has
agreed to use its best efforts to have Mr. Kurz elected as a director of the
Company.
Joseph F. Morrison has entered into an employment agreement with the
Company. The agreement runs from September 1, 1998 through December 31, 2000,
subject to earlier termination upon Mr. Morrison's death or disability or
termination by the Company For Cause or Other Than For Cause (each as defined in
the agreement). The agreement contains provisions restricting Mr. Morrison's
ability to compete with the Company through April 24, 2003 and to solicit the
Company's employees through April 24, 2003. Under the agreement, Mr. Morrison is
entitled to a base salary of $275,000 per year, a car allowance of $14,400 per
year and certain medical, disability and life insurance benefits. Pursuant to
the agreement, Mr. Morrison received a grant of 100,000 stock options in
September 1998. Mr. Morrison is also entitled to an annual bonus of up to 80% of
his base salary based on the attainment of certain corporate earnings goals and
business group earnings goals. If the agreement is terminated by reason of death
or disability, Mr. Morrison or his estate shall receive his full base salary
through the end of the month of his death or disability and a prorated share of
his annual bonus as determined under the agreement. If the agreement is
terminated by the Company For Cause, Mr. Morrison's compensation and benefits
shall cease as of the date of termination. If the agreement is terminated by the
end of the employment term, Mr. Morrison's compensation and benefits shall cease
as of the date of termination, but he shall be entitled to payment of his annual
bonus through the end of the calendar year in which his employment terminates
subject to proration if applicable. If the agreement is terminated by the
Company Other Than For Cause, Mr. Morrison shall receive his full base salary
and any other compensation or benefits required under the agreement through the
end of the term of the agreement. Effective December 31, 1999, Mr. Morrison's
employment agreement was terminated by the Company Other Than For Cause, and
Mr. Morrison is no longer an officer of the Company.
Effective January 1, 2000, Mr. Morrison entered into a Consulting Agreement
with the Company. The agreement runs from January 1, 2000 through December 31,
2000 (the "Consulting Period"), subject to earlier termination upon
Mr. Morrison's death or disability or upon breach by Mr. Morrison of certain
provisions incorporated by reference from his employment agreement. Under the
consulting agreement, Mr. Morrison is entitled to receive during the Consulting
Period the severance compensation mandated by his employment agreement as
described above upon termination by the Company Other Than For Cause. The
provisions of Mr. Morrison's employment agreement that restrict his ability to
compete with the Company and to solicit the Company's employees are also
incorporated by reference into his consulting agreement.
Edward T. Boyd has entered into an employment agreement with the Company.
The agreement runs from April 13, 1998 through April 12, 2000, subject to
earlier termination upon Mr. Boyd's death or disability or termination by the
Company For Cause or Other Than For Cause (each as defined in the agreement).
Following April 12, 2000, Mr. Boyd's employment with the Company may continue on
an "at will basis" subject to termination by him upon 30 days prior written
notice to the Company. The agreement contains provisions restricting Mr. Boyd's
ability to solicit the Company's employees through the second anniversary of the
agreement's termination. Under the agreement, Mr. Boyd is entitled to a base
salary of $200,000 per year, a car allowance of $12,000 per year and certain
medical, disability and life insurance benefits. Pursuant to the agreement,
Mr. Boyd received a grant of 75,000 stock options in April 1998. Mr. Boyd is
also entitled to an annual bonus of up to 60% of his base salary based on the
attainment of certain corporate earnings goals and business group earnings
goals. Pursuant to the agreement, Mr. Boyd received a signing bonus of $50,000
in April 1998 which is refundable to the Company in the event he is
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terminated For Cause on or prior to April 13, 1999. If the agreement is
terminated by reason of death or disability, Mr. Boyd or his estate shall
receive his full base salary through the end of the month of his death or
disability and a prorated share of his annual bonus as determined under the
agreement. If the agreement is terminated by the Company For Cause, Mr. Boyd's
compensation and benefits shall cease as of the date of termination. If the
agreement is terminated by the end of the employment term, Mr. Boyd's
compensation and benefits shall cease as of the date of termination. If the
agreement is terminated by the Company Other Than For Cause, Mr. Boyd shall
receive his full base salary and other benefits required under the agreement
through the end of the term of the agreement, and he shall be entitled to
payment of his annual bonus through the end of the calendar year in which his
employment terminates.
STOCK OPTIONS
The following table sets forth information with respect to grants of options
to purchase Common Stock under the Option Plan to the Named Executive Officers
during the fiscal year ended December 31, 1999.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATE OF STOCK
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM($)(2)
OPTIONS EMPLOYEES PRICE EXPIRATION --------------------
NAME GRANTED(#) IN FISCAL YEAR ($/SH)(1) DATE 5% 10%
- ---- ---------- -------------- --------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Donald A. Kurz................. 50,000(3) 10.4% 12.38 2009 251,995 587,256
Joseph F. Morrison............. 0 -- -- -- -- --
Kim H. Thomsen................. 25,000(4) 5.2% 11.00 2009 111,953 260,897
Edward T. Boyd................. 15,000(4) 3.1% 8.44 2009 79,617 201,767
Gaetano A. Mastropasqua........ 35,000(4) 7.2% 8.44 2009 185,774 470,791
55,000(4) 11.4% 11.00 2009 380,478 964,213
</TABLE>
- ------------------------------
(1) Unless otherwise indicated, the exercise price was market value of the
Common Stock on the date of grant.
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on option exercises are dependent upon other factors,
including the future performance of the Common Stock and overall stock
market conditions.
(3) Options were granted at 150% of fair market value on the date of grant and
vest in four equal annual installments commencing on the first anniversary
of the date of grant.
(4) Options vest in four equal annual installments commencing on the first
anniversary of the date of grant.
The following table sets forth with respect to the Named Executive Officers
information with respect to options exercised, unexercised options and year-end
option values in each case with respect to options to purchase shares of Common
Stock.
AGGREGATED OPTION EXERCISES DURING FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN THE MONEY OPTIONS
ACQUIRED VALUE DECEMBER 31, 1999 AT DECEMBER 31, 1999(1)
ON REALIZED --------------------------------- ---------------------------------
NAME EXERCISE(#) ($) EXERCISABLE(#) UNEXERCISABLE(#) EXERCISABLE($) UNEXERCISABLE($)
- ---- ----------- -------- -------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Donald A. Kurz............ 0 0 26,667 73,333 0 0
Joseph F. Morrison........ 0 0 42,223 54,444 227,160 292,909
Kim H. Thomsen............ 0 0 92,211 31,832 1,021,743 83,756
Edward T. Boyd............ 0 0 7,500 45,000 40,350 228,000
Gaetano A. Mastropasqua... 0 0 6,668 93,332 35,874 276,726
</TABLE>
- ------------------------------
(1) Represents the difference between the last reported sale price of the Common
Stock on December 31, 1999 and the exercise price of the option multiplied
by the applicable number of shares.
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DIRECTOR COMPENSATION
STANDARD COMPENSATION. Directors who are not employees of the Company or
its subsidiaries ("non-employee directors") receive $20,000 per year. Directors
who are employees of the Company or its subsidiaries serve as directors without
compensation. Pursuant to the Certificate of Incorporation of the Company and
the Certificate of Designation of the Series A senior cumulative participating
convertible preferred stock, $.001 par value per share, of the Company (the
"Series A Stock"), the holders of the Series A Stock, voting as a separate
class, shall be entitled to elect two directors of the Company (the "Series A
Directors"). The Series A Directors also serve without compensation; provided,
however, that the Company has agreed to make available and issue each such
Series A Director options to purchase equity securities of the Company on the
same terms and conditions as are then available to the Company's other
non-employee directors commencing in April, 2003.
STOCK OPTIONS. Non-employee directors receive additional compensation in the
form of stock options granted automatically under the Equity Marketing, Inc.
Non-Employee Director Stock Option Plan (the "Director Plan"). Each non-employee
director automatically receives an option to purchase 35,000 shares of Common
Stock upon the date such non-employee director first joins the Board of
Directors, such options vesting six months after the date of grant, and options
to purchase 30,000 shares of Common Stock the first time such non-employee
director is elected to the Board of Directors by the stockholders and each third
time thereafter such non-employee director is elected to the Board of Directors
by the stockholders, such options vesting in three equal installments on each of
the first, second and third anniversary of the date of grant. If a non-employee
director first joins the Board of Directors upon election by the stockholders,
such non-employee director receives both grants of options on the same date.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors are
Messrs. Climan, Elins and Raben. No member of the Board of Directors or the
Compensation Committee has any interlocking relationship with any other
corporation that requires disclosure under this heading.
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<PAGE> 10
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The following Report of the Compensation Committee on Executive
Compensation and the Performance Graph shall not be deemed to be "soliciting
material" or to be "filed" with the Commission or subject to Regulations 14A or
14C of the Commission or the liabilities of Section 18 of the Exchange Act. Such
Report and Performance Graph shall not be deemed incorporated by reference into
any filing under the Securities Act of 1933, as amended (the "Securities Act"),
or the Exchange Act, notwithstanding any general incorporation by reference of
this Proxy Statement into any other document.
GENERAL. The Compensation Committee has the responsibility to determine
and administer the Company's executive compensation programs and make
appropriate recommendations concerning matters of executive compensation. In
evaluating the performance of members of management, the Compensation Committee
consults with the chief executive officer except when reviewing the chief
executive officer's performance, in which case it meets independently. The
Committee reviews with the Board in detail all aspects of compensation for the
senior executives, including the Named Executive Officers. The Committee met two
times in 1999. Set forth below are the principal factors underlying the
Committee's philosophy used in setting compensation for fiscal 1999.
COMPENSATION PHILOSOPHY. At the direction of the Board of Directors, the
Compensation Committee endeavors to ensure that the compensation programs for
executive officers of the Company are competitive and consistent in order to
attract and retain key executives critical to the Company's long-term success.
The Compensation Committee believes that the Company's overall financial
performance should be an important factor in the total compensation of executive
officers. At the executive officer level, the Compensation Committee has a
policy that a significant proportion of potential total compensation should
consist of variable, performance-based components, such as stock options and
bonuses, which can increase or decrease to reflect changes in corporate and
individual performance. These incentive compensation programs are intended to
reinforce management's commitment to the enhancement of profitability and
stockholder value.
The Compensation Committee takes into account various qualitative and
quantitative indicators of corporate and individual performance in determining
the level and composition of compensation for the Company's chief executive
officers and other executive officers. In implementing the Company's executive
compensation objectives, the Compensation Committee has designed an executive
compensation program consisting of base salary, annual incentive compensation,
stock options and other employment benefits.
The Compensation Committee seeks to maintain levels of compensation that are
competitive with similar companies in the Company's industry. To that end, the
Compensation Committee reviews proxy data and other compensation data relating
to companies within the Company's industry. In addition, from time to time, the
Compensation Committee also receives assessments and advice regarding the
Company's compensation practices from independent compensation consultants.
BASE SALARY. Base salary represents the fixed component of the executive
compensation program. The Company's philosophy regarding base salaries is to
maintain salaries for the aggregate group of executive officers at approximately
the competitive industry average. Periodic increases in base salary relate to
individual contributions evaluated against established objectives and the
industry's annual competitive pay practices.
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<PAGE> 11
ANNUAL INCENTIVE COMPENSATION. The Company's executive officers are
eligible for annual incentive compensation consisting primarily of cash bonuses
based on the attainment of corporate earnings goals, as well as divisional and
individual performance objectives. While performance against financial
objectives is the primary measurement for executive officers' annual incentive
compensation, non-financial performance also affects bonus pay. The Compensation
Committee considers such corporate performance measures as net income, earnings
per common and common equivalent share, return on average common stockholders'
equity, gross margin, sales growth and expense and asset management in making
bonus decisions. The Compensation Committee also appreciates the importance of
achievements that may be difficult to quantify, and accordingly recognizes
qualitative factors, such as successful supervision of major corporate projects,
demonstrated leadership ability and contributions to industry and community
development. The amount of each annual incentive award is recommended for
approval by management and approved by the Compensation Committee.
In 1999, the Company reported record sales and earnings. Based on the
attainment of corporate, divisional and individual performance objectives, cash
bonuses were awarded to the Named Executive Officers in the following amounts:
Mr. Kurz--$300,000; Mr. Morrison--$0; Ms. Thomsen--$175,000;
Mr. Boyd--$125,000; and Mr. Mastropasqua--$165,000.
STOCK OPTIONS. The Compensation Committee strongly believes that the
compensation program should provide employees with an opportunity to increase
their equity ownership and potentially gain financially from Company stock price
increases. By this approach, the best interests of stockholders, executives and
employees will be closely aligned. Therefore, executives and other key employees
are eligible to receive stock options, giving them the right to purchase shares
of Common Stock of the Company at a specified price in the future. The
Compensation Committee believes that the use of stock options as the basis for
long-term incentive compensation meets the Compensation Committee's compensation
strategy and business needs of the Company by achieving increased value for
stockholders and retaining key employees.
In 1999, the Company granted options to purchase shares of the Company's
Common Stock to the Named Executive Officers in the following amounts: Mr.
Kurz--50,000; Mr. Morrison--0; Ms. Thomsen--25,000; Mr. Boyd--15,000; and Mr.
Mastropasqua--90,000.
OTHER EMPLOYMENT BENEFITS. The Company provides health and welfare benefits
to executives and employees similar to those provided by other companies in the
Company's industry. The Company also provides a 401(k) plan in which all
employees are eligible and maintains a supplemental deferred compensation plan
for certain executive officers and a restricted stock plan for certain employees
who are not executive officers. Certain executives are also eligible for a
monthly car allowance.
INTERNAL REVENUE CODE SECTION 162(M). To the extent readily determinable
and as one of the factors in its consideration of compensation matters, the
Compensation Committee considers the anticipated tax treatment to the Company
and to the executives of various payments and benefits. Some types of
compensation payments and their deductibility depend upon the timing of an
executive's vesting or exercise of previously granted rights. Further,
interpretations of and changes in the tax laws and other factors beyond the
Compensation Committee's control also affect the deductibility of compensation.
For these and other reasons, the Compensation Committee will not necessarily
limit executive compensation to that deductible under Section 162(m) of the
Internal Revenue Code. The Compensation Committee will consider various
alternatives to preserve the deductibility of compensation payments and benefits
to the extent reasonably practicable and to the extent consistent with its other
compensation objectives.
CHIEF EXECUTIVE OFFICER COMPENSATION. The Compensation Committee is
responsible for evaluating and establishing the compensation paid to Donald A.
Kurz, the Company's chief executive officer. The 1999 base salary for Mr. Kurz
was based upon the employment agreement between Mr. Kurz and the Company dated
as of January 1, 1999. In evaluating the incentive compensation to be paid to
Mr. Kurz, the
11
<PAGE> 12
Compensation Committee applied the principles and procedures for evaluating
performance against corporate and individual objectives outlined above. In 1999,
the Company reported record sales and earnings. Based on these results, the
Compensation Committee awarded Mr. Kurz a bonus of $300,000 for the year ended
December 31, 1999. In addition, Mr. Kurz received options to purchase 50,000
shares of Common Stock in 1999 at an exercise price equal to 150% of fair market
value on the date of grant.
COMPENSATION COMMITTEE
Lawrence Elins, Chairman
Sanford R. Climan
Bruce Raben
PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on the Common Stock against the cumulative
total return of the Standard & Poors 500 Index ("S&P 500 Index"), and the
Russell 2000 Index ("Russell 2000 Index") for the period commencing January 1,
1995 and ended December 31, 1999. The data represented below assumes $100
invested in each of the Common Stock, the S&P 500 Index and the Russell 2000
Index on January 1, 1995. The stock performance graph shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933, as
amended, or under the Exchange Act except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such acts.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Comparison of cumulative return among the Company, the S&P 500 Index and the
Russell 2000 Index.
<TABLE>
<CAPTION>
EQUITY MARKETING S&P 500 RUSSELL 2000
<S> <C> <C> <C>
1/95 $100.00 $100.00 $100.00
12/95 $263.16 $134.16 $127.80
12/96 $389.47 $161.34 $146.66
12/97 $526.32 $211.37 $176.76
12/98 $173.68 $267.74 $170.67
12/99 $271.16 $320.02 $204.15
</TABLE>
12
<PAGE> 13
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the shares of Common
Stock and shares of Series A Stock owned as of April 15, 2000 by (i) each
person known to the Company to be the beneficial owner of more than 5% of the
Common Stock and Series A Stock; (ii) each director and nominee for director;
(iii) each Named Executive Officer; and (iv) all directors and nominees and
executive officers of the Company as a group. Unless otherwise indicated in the
footnotes following the table, the persons as to whom the information is given
had sole voting and investment power over the shares of Common Stock and Series
A Stock shown as beneficially owned by them, subject to community property laws
where applicable. Unless otherwise indicated, the address of each person shown
is c/o Equity Marketing, Inc., 6330 San Vicente Blvd., Los Angeles, California
90048.
<TABLE>
<CAPTION>
COMMON STOCK SERIES A STOCK
----------------------- ------------------------
AMOUNT PERCENT AMOUNT
BENEFICIALLY OF CLASS BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) (1) OWNED (1) CLASS (1)
- ------------------------------------ ------------ -------- ------------ ----------
<S> <C> <C> <C> <C>
Crown EMAK Partners, LLC (2)...................... 2,611,580 29.5% 25,000 100%
Peter Ackerman (2)................................ 2,611,580 29.5% 25,000 100%
Donald A. Kurz (3)................................ 1,588,970 25.2%
Stephen P. Robeck (3)............................. 1,047,380 16.7%
Baron Capital (4)................................. 350,000 5.6%
Bruce Raben (3)................................... 207,000 3.2%
Mitchell H. Kurz (3).............................. 121,600 1.9%
Lawrence Elins (3)................................ 118,334 1.9%
Kim H. Thomsen (3)................................ 100,319 1.6%
Sanford R. Climan (3)............................. 85,800 1.4%
Joseph F. Morrison (3)............................ 58,223 *
Gaetano A. Mastropasqua (3)....................... 35,197 *
Edward T. Boyd (3)................................ 21,015 *
Jeffrey S. Deutschman (2)......................... 0 *
Executive Officers and Directors as a Group
(16 persons)(2)(5).............................. 6,052,543 63.5% 25,000 100%
</TABLE>
- ------------------------------
* Less than one percent.
(1) In accordance with Rule 13d-3(d)(1)(i) of the Exchange Act, shares
beneficially owned at any date include shares issuable upon the exercise of
options, warrants, rights or conversion privileges within 60 days of the
that date. For the purpose of computing the percentage of outstanding shares
beneficially owned by a particular person, any securities not outstanding
which are subject to options, warrants, rights or conversion privileges
exercisable by that person within 60 days of April 15, 2000 have been deemed
to be outstanding, but have not been deemed outstanding for the purpose of
computing the percentage of the class beneficially owned by any other
person.
(2) As reported on a Schedule 13D dated April 10, 2000 and filed with the
Commission by Crown EMAK Partners, LLC, a Delaware limited liability company
("Crown"), Peter Ackerman, Joanne Leedom-Ackerman (together with Peter
Ackerman, the "Ackermans"), Perry A. Lerner ("Lerner"), Somerville S Trust,
a revocable trust organized in California (the "Trust"), Santa Monica
Pictures, LLC, a Delaware limited liability company ("SMP"), and Somerville,
LLC, a Delaware limited liability company ("Somerville", collectively with
the Ackermans, Lerner, the Trust and SMP, the "Crown Parties"). Mr.
Deutschman is the manager of Crown. The address of Mr. Deutschman and Crown
is 660 Madison Avenue, 15th Floor, New York, New York 10021. The address of
the Ackermans, Lerner, the Trust, SMP and Somerville is 700 Eleventh Street
N.W., Washington, DC 20001. The Trust controls SMP. SMP controls Somerville,
which in turn controls Crown. Mr. Lerner is the trustee of the Trust and
in his capacity as trustee may be deemed to have shared power to
vote or direct the vote, and to dispose or to direct the disposition of the
shares of Series A Stock. The Ackermans may be deemed to have shared power
to vote or direct the vote, and to dispose or direct the disposition of the
shares of Series A Stock through the power to revoke the Trust.
On March 29, 2000, Crown paid $11.9 million to the Company in exchange for
11,900 shares of Series A Stock with a conversion price of $14.75 per share.
In connection with such purchase, the Company granted to Crown five year
warrants (collectively, the "Warrants") to purchase 5,712 shares of Series B
senior cumulative participating convertible preferred stock, par value $.001
per share, of the Company (the "Series B Stock") at an exercise price of
$1,000 per share, and 1,428 shares of Series C senior cumulative
participating convertible preferred stock, par value $.001 per share, of the
Company (the "Series C Stock") at an exercise price of $1,000 per share. The
Warrants are immediately exercisable. The conversion prices of the Series B
Stock and the Series C Stock are $16.00 and $18.00, respectively. Contingent
upon the completion of certain conditions (the "Second Closing"), Crown will
pay an additional $13.1 million to the Company in exchange for an additional
13,100 shares of Series A Stock with a conversion price of $14.75 per share.
In connection with such purchase, the Company will grant to Crown Warrants
to purchase an additional 6,288 shares of Series B Stock and an additional
1,572 shares of Series C Stock. As of the date hereof, each share of Series
A Stock is currently convertible into 67.7966 shares of Common Stock,
representing 1,694,915 shares of Common Stock in the aggregate following the
Second Closing. As of the date hereof, each share of Series B Stock and
Series C Stock is currently convertible into 62.5 and 55.5556 shares of
Common Stock, respectively, representing 916,666 shares of Common Stock in
the aggregate following the Second Closing.
(3) Includes shares of Common Stock which the following officers and directors
have the right to acquire by exercise of options within 60 days following
April 15, 2000: D. Kurz, 44,167; Robeck, 31,667; Raben, 130,000; M. Kurz,
45,000; Elins, 98,334; Thomsen, 98,461; Climan, 65,000; Morrison, 52,223;
Mastropasqua, 30,834; and Boyd, 18,750.
(4) As reported on a Schedule 13G dated January 28, 2000 and filed with the
Commission by Baron Capital. The address of Baron Capital is 767 Fifth
Avenue, New York, NY 10153.
(5) The amount stated includes an aggregate of 615,936 shares of Common Stock
which may be acquired upon the exercise of options within 60 days following
April 15, 2000.
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<PAGE> 14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Donald A. Kurz, Chairman of the Board and Chief Executive Officer of the
Company, is indebted to the Company pursuant to promissory notes dated
September 27, 1991 in an aggregate original principal amount of $106,667 bearing
interest at an annual rate of 8.41%. These notes were issued in connection with
the purchase of Common Stock by Mr. Kurz from the Company. The notes are subject
to a Loan Forgiveness Agreement dated September 27, 1991 pursuant to which the
notes are being forgiven at 10% per year, provided that Mr. Kurz remains
employed with the Company. The highest amount of principal and interest
outstanding under these notes during 1999 was $32,000. At December 31, 1999, the
outstanding balance of principal and interest on the notes was approximately
$21,000.
Stephen P. Robeck, formerly Chairman of the Board and Co-Chief Executive
Officer, has entered into a consulting agreement with the Company. The agreement
runs from January 1, 1999 through December 31, 2001, subject to earlier
termination upon Mr. Robeck's death or disability or termination by the Company
For Cause or Other Than For Cause (each as defined in the agreement). The
agreement provides that Mr. Robeck will serve as a financial and business
consultant to the Company and be available to fulfill his obligations thereunder
no less than twenty (20) hours per month. The agreement contains provisions
restricting Mr. Robeck's ability to compete with the Company while providing
services as a consultant and to solicit the Company's employees through the
first anniversary of the end of the consulting period. Under the agreement,
Mr. Robeck receives a consulting fee of $210,000 per year, a car allowance of
$18,000 per year and certain medical, disability and life insurance benefits. He
is also entitled to reimbursement of certain business-related expenses incurred
for all reasonable travel and out-of-pocket expenses incurred in the performance
of his services as a consultant. If the agreement is terminated by reason of
death or disability, Mr. Robeck or his estate shall receive his full consulting
fee through the end of the month of his death or disability and a prorated share
of any other compensation or benefits required under the agreement. If the
agreement is terminated by the Company For Cause, Mr. Robeck's compensation and
benefits shall cease as of the date of termination. If the agreement is
terminated by the Company Other Than For Cause, Mr. Robeck shall receive his
full consulting fee and any other compensation or benefits required under the
agreement through the end of the term of the agreement. Under the agreement, the
Company has agreed to use its best efforts to have Mr. Robeck elected as a
director of the Company.
On December 9, 1999, the Company purchased in a private transaction from a
trust controlled by Mr. Robeck 50,000 shares of Common Stock at a price of
$17.208 per share, or $860,400 in the aggregate.
On March 29, 2000, Crown paid $11.9 million to the Company in exchange for
11,900 shares of Series A Stock with a conversion price of $14.75 per share. In
connection with such purchase, the Company granted to Crown five year Warrants
to purchase 5,712 shares of Series B Stock at an exercise price of $1,000 per
share, and 1,428 shares of Series C Stock at an exercise price of $1,000 per
share. The conversion prices of the Series B Stock and the Series C Stock are
$16.00 and $18.00, respectively. Contingent upon the completion of certain
conditions, Crown will pay an additional $13.1 million to the Company in
exchange for an additional 13,100 shares of Series A Stock with a conversion
price of $14.75 per share. In connection with such purchase, the Company will
grant to Crown Warrants to purchase an additional 6,288 shares of Series B Stock
and an additional 1,572 shares of Series C Stock. Also in connection with such
purchase, the Company agreed to pay Crown a commitment fee in the aggregate
amount of $1.25 million, paid in equal quarterly installments of $62,500
commencing on June 30, 2000 and ending on March 31, 2005. Jeffrey S. Deutschman,
a director of the Company, is the manager of Crown. Peter Ackerman, a director
of the Company, may be deemed to have shared power to vote or direct the vote,
and to dispose or direct the disposition of the shares of Series A Stock owned
by Crown.
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<PAGE> 15
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 1 TO
FORM 10-K ON FORM 10-K/A TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF LOS ANGELES AND STATE OF CALIFORNIA ON
THE 28TH DAY OF APRIL, 2000.
EQUITY MARKETING, INC.
By: /s/ Leland P. Smith
---------------------------------
Leland P. Smith
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
* Chairman of the Board and Chief April 28, 2000
- ----------------------------- Executive Officer
Donald A. Kurz (Principal Executive Officer)
* Vice President, Finance April 28, 2000
- ----------------------------- (Principal Financial and
Teresa P. Covington Accounting Officer)
* Director April 28, 2000
- -----------------------------
Sanford R. Climan
* Director April 28, 2000
- -----------------------------
Lawrence Elins
* Director April 28, 2000
- -----------------------------
Bruce Raben
* Director April 28, 2000
- -----------------------------
Stephen P. Robeck
* Director April 28, 2000
- -----------------------------
Mitchell H. Kurz
</TABLE>
* By: /s/ Leland P. Smith
-----------------------
Leland P. Smith
Senior Vice President, General Counsel and Secretary
15
