<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
SUCCESSORIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
SUCCESSORIES, INC.
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 29, 1998
To the Shareholders of Successories, Inc.
Notice is hereby given that the annual meeting of shareholders of
Successories, Inc., an Illinois corporation (the "Company"), will be held at
Stonebridge Country Club, 2705 Stonebridge Boulevard, Aurora, Illinois 60504 on
Wednesday, July 29, 1998 at 10:00 A.M., Central Daylight Savings Time, for the
following purposes:
1. To elect three (3) Class III directors for the terms specified in the
proxy statement or until their successors are elected and qualified;
2. To approve amendments to the Company's 1995 Employee Stock Purchase
Plan;
3. To ratify the appointment of Arthur Andersen LLP as independent
accountants for the fiscal year ending January 30, 1999; and
4. To transact such other business as may properly come before the meeting.
Shareholders of record as of the close of business on June 8, 1998 will be
entitled to vote at the annual meeting. Shares should be represented as fully as
possible, since a majority is required to constitute a quorum.
Please mark, sign, date and mail the accompanying proxy in the enclosed
self-addressed, postage paid envelope, whether or not you expect to attend the
meeting in person. You may revoke your proxy at the meeting should you be
present and desire to vote your shares in person, and you may revoke your proxy
for any reason at any time prior to the voting thereof, either by written
revocation prior to the meeting or by appearing at the meeting and voting in
person. Your cooperation is respectfully solicited.
By Order of the Board of Directors,
TIMOTHY C. DILLON
Secretary
Aurora, Illinois
June 1, 1998
<PAGE> 3
SUCCESSORIES, INC.
2520 DIEHL ROAD
AURORA, ILLINOIS 60504
630-820-7200
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 29, 1998
INTRODUCTION
The enclosed proxy is solicited on behalf of the Board of Directors of
Successories, Inc. (the "Company") in connection with the annual meeting of
shareholders to be held on Wednesday, July 29, 1998 at 10:00 A.M., Central
Daylight Savings Time, and any adjournment thereof ("Annual Meeting"), at
Stonebridge Country Club, 2705 Stonebridge Boulevard, Aurora, Illinois 60504.
The cost of proxy solicitation will be borne by the Company. In addition to
the solicitation of proxies by the use of the mails, certain officers and other
regular employees of the Company may devote part of their time (but will not be
specifically compensated therefor) to solicitation by telegraph, telephone or in
person. Proxies may be revoked at any time prior to voting. Revocation may be
done prior to the meeting by written revocation sent to the Secretary of the
Company, Successories, Inc., 2520 Diehl Road, Aurora, Illinois 60504; or it may
be done personally upon oral or written request at the Annual Meeting.
This proxy statement will be first mailed or delivered to shareholders on
or about June 10, 1998.
RECORD DATE; VOTING SECURITIES OUTSTANDING
The close of business on June 8, 1998 is the record date for determining
the holders of common stock, $.01 par value ("Common Stock"), of the Company
entitled to notice of and to vote at the Annual Meeting.
As of May 29, 1998, the Company had outstanding voting securities
consisting of 6,765,081 shares of Common Stock. Presence in person or by proxy
of holders of a majority of the outstanding shares of Common Stock will
constitute a quorum at the Annual Meeting. A broker non-vote (where a broker
submits a proxy but does not have authority to vote a customer's shares on one
or more matters) is not considered entitled to vote and is not counted in
determining voting results. If a shareholder, present in person or by proxy,
abstains on any matter, that shareholder's shares are treated as present and
entitled to vote. Thus, an abstention from voting on a matter has the same legal
effect as vote "AGAINST" the matter.
SECURITY OWNERSHIP
The following table sets forth, with respect to the Company's Common Stock,
all persons known to be the beneficial owner of more than 5% of the Company's
Common Stock as of May 29, 1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF
BENEFICIAL
BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
---------------- ---------------- ----------------
<S> <C> <C>
Arnold M. Anderson.............................. 1,071,380(2) 15.2%
Corbin & Company................................ 532,000(3) 7.9%
State of Wisconsin Investment Board............. 427,900(4) 6.3%
</TABLE>
- ---------------
(1) Nature of beneficial ownership is direct unless otherwise indicated by
footnote. Beneficial ownership as shown in the table arises from sole voting
and investment power unless otherwise indicated by footnote.
1
<PAGE> 4
(2) Includes 295,000 shares subject to immediately exercisable options and
warrants; 5,290 shares held by Mary Margaret Anderson (his wife); 275,000
shares held in trust by Mary Margaret Anderson as trustee, as to which Mr.
Anderson has sole voting and investment power; 2,638 shares held in trust by
Mr. Anderson as trustee, as to which Mr. Anderson has sole voting and
investment power; and 2,400 shares held in the name of his son. Mr.
Anderson's address is c/o Successories, Inc., 2520 Diehl Road, Aurora,
Illinois 60504.
(3) According to a Schedule 13G filed with the Securities and Exchange
Commission (the "SEC"), dated February 13, 1998. Corbin & Company shares
voting and dispositive power of the shares with its advisory clients. The
address of Corbin & Company is 6300 Ridglea Place, Suite 1111, Fort Worth,
Texas 76116.
(4) According to a Schedule 13G/A filed with the SEC, dated January 23, 1998.
The address of the State of Wisconsin Investment Board is Post Office Box
7842, Madison, Wisconsin 53707.
The following table sets forth, as of May 29, 1998, with respect to the
shares of Common Stock beneficially owned by: (i) each director and nominee;
(ii) the Chief Executive Officer; (iii) the other most highly compensated
executive officers; and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES AND
NATURE OF
BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
---------------- ------------ ---------
<S> <C> <C>
Arnold M. Anderson................................ 1,071,380(2) 15.2%
James M. Beltrame................................. 238,971(3) 3.4%
Seamas T. Coyle................................... 20,930(4) *
Timothy C. Dillon................................. 30,361(5) *
John F. Halpin.................................... 5,428(6) *
Steven D. Kuptsis................................. 2,310 *
Robert P. Hayes................................... -- *
David Houston..................................... 33,000(7) *
Cheryl Lawton Griffith............................ 3,667(8) *
C. Joseph LaBonte................................. 68,246(9) 1.0%
Steven B. Larrick................................. 52,000(10) *
Michael H. McKee.................................. 80,092(11) 1.2%
Mervyn C. Phillips, Jr............................ 31,200(12) *
Guy E. Snyder..................................... 21,767(13) *
Jill Werner....................................... 21,658(14) *
All of the directors and executive officers as a
group (15 persons).............................. 1,681,010(15) 22.5%
</TABLE>
- ---------------
* Percentage represents less than 1% of the total shares of Common Stock
outstanding as of May 29, 1998.
(1) Nature of beneficial ownership is direct unless otherwise indicated by
footnote. Beneficial ownership as shown in the table arises from sole
voting and investment power unless otherwise indicated by footnote.
(2) See note 2 above regarding nature of stock ownership.
(3) Includes 198,000 shares subject to immediately exercisable options and
warrants. Excludes 100 shares held by Rose Beltrame (his mother) as to
which Mr. Beltrame shares joint investment control but to which he
disclaims beneficial ownership.
(4) Includes 315 shares held by NBD Securities, Inc., custodian for Seamas T.
Coyle Individual Retirement Account; 315 shares held by NBD Securities,
Inc., Custodian for Kathleen Coyle (his wife) Individual Retirement
Account; and 19,800 shares subject to immediately exercisable options and
warrants.
(5) Includes 12,183 shares held by Timothy C. Dillon and Julie L. Dillon (his
wife); and 18,178 shares subject to immediately exercisable options.
(6) Represents shares subject to immediately exercisable options.
(7) Includes 3,000 shares subject to immediately exercisable options.
(8) Includes 3,428 shares subject to immediately exercisable options.
2
<PAGE> 5
(9) Includes 24,000 shares subject to immediately exercisable options and
warrants.
(10) Includes 9,000 shares held by Dorothy F. Larrick (his wife); 6,000 shares
in aggregate held in trust for the benefit of each of Cathy, Natalie,
Elizabeth and James Larrick (his children); 2,000 shares held in an
individual retirement account; and 22,000 shares subject to immediately
exercisable options and warrants.
(11) Includes 8,844 shares held by Michael H. McKee; 25,918 shares held by
Michael McKee and Cassandra McKee (his wife) as joint tenants; 330 shares
held by Cassandra McKee; and 45,000 shares subject to immediately
exercisable options.
(12) Includes 12,000 shares held by Five M's Ltd. Money Purchase Pension Plan,
of which Mr. Phillips is trustee; 1,200 shares held by Mr. Phillips as
trustee of the Mervyn C. Phillips Revocable Trust; and 18,000 shares
subject to immediately exercisable options. Excludes 5,000 shares held by
Mr. Phillips as trustee under the will of M.C. Phillips, III for the
benefit of a family trust to which Mr. Phillips has voting power but to
which he disclaims beneficial ownership.
(13) Includes 300 shares held by Linda G. Snyder (his wife); 300 shares held by
Guy E. Snyder and Linda G. Snyder as joint tenants; and 18,400 shares
subject to immediately exercisable options and warrants.
(14) Includes 9,678 shares subject to immediately exercisable options; and 6,750
shares subject to immediately exercisable options held by Kenneth Werner
(her husband).
(15) Includes 686,662 shares subject to options and warrants exercisable within
sixty days; and 94,311 shares as to which voting and/or investment powers
are shared.
ITEM 1
ELECTION OF DIRECTORS
It is intended that the shares represented by the enclosed proxy will be
voted, unless votes are withheld in accordance with the instructions contained
in the proxy, for the election of the three (3) nominees for Class III Directors
named below. The number of Class III Directors is presently fixed at three
members. In the event that any nominee for Director should become unavailable,
which is not anticipated, the Board of Directors in its discretion may designate
substitute nominees, in which event such shares will be voted for such
substitute nominees. Provided a quorum is present, the affirmative vote by the
holders of a majority of the shares of Common Stock represented at the Annual
Meeting in person or by proxy is required for the election of each nominee.
The identity of each such Director and his term is indicated below.
CLASS III
(TERM EXPIRING IN YEAR 2001)
Arnold M. Anderson
James M. Beltrame
Michael H. McKee
Directors hold office until the Annual Meeting in the fiscal year in which
their terms expire and until their respective successors have been elected and
qualified.
3
<PAGE> 6
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF
THE NOMINEES NAMED BELOW.
INFORMATION CONCERNING NOMINEES AND CONTINUING DIRECTORS:
<TABLE>
<CAPTION>
TERM DIRECTOR
NOMINEES FOR DIRECTOR: AGE EXPIRES SINCE PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
---------------------- --- ------- -------- ----------------------------------------
<S> <C> <C> <C> <C>
Arnold M. Anderson(1)......... 53 2001 1990 Chairman of the Board and Director for the
Company since May 1997; prior thereto,
Chief Executive Officer, President,
Chairman of the Board and Director for the
Company and its predecessor (Primus) since
October 1990; prior thereto, Chairman and
President of the predecessors to the
Company's subsidiaries.
James M. Beltrame(1).......... 54 2001 1995 Chief Executive Officer for the Company
since May 1997, Chief Operating Officer and
President for the Company since June 1995,
Director for the Company from March 1995,
Chief Financial Officer for the Company
from March 1995 to June 1996; prior
thereto, Chief Financial Officer for RTO
Enterprises since 1992; prior thereto,
Executive Vice President, Chief Financial
Officer and director for Restaurant
Associates since 1984.
Michael H. McKee.............. 44 2001 1990 Senior Vice President, Creative Director
and Director for the Company and its
predecessor since October 1990; prior
thereto, Creative Director of Product
Development and Advertising for the
predecessors to the Company's subsidiaries.
CONTINUING DIRECTORS:
- ------------------------------
C. Joseph LaBonte(3).......... 58 2000 1994 Chairman of The Vantage Group, an
investment and financial advisory firm
formed in 1983; prior thereto President,
Chief Executive Officer and Director of
Jenny Craig International from April 1994
to October 1997; prior thereto, President,
Chief Operating Officer and a Director of
Reebok International, Ltd., a company
specializing in the designing, marketing
and distribution of footwear and related
apparel. Mr. LaBonte is also a director of
Hampton International Products.
Mervyn C. Phillips, 63 2000 1990 Principal of JH Chapman Group, LLC, a
Jr.(2)(3)................... privately held investment company.
Seamas T. Coyle(1)(2)......... 47 1999 1995 Partner in accounting firm of Coyle,
Fanning & Company and its predecessors
since 1980; prior thereto, a Certified
Public Accountant since 1974. Coyle,
Fanning & Company performs tax services for
the Company.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
TERM DIRECTOR
NOMINEES FOR DIRECTOR: AGE EXPIRES SINCE PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
---------------------- --- ------- -------- ----------------------------------------
<S> <C> <C> <C> <C>
Timothy C. Dillon............. 35 1999 1995 Senior Vice President of the Company since
May 1997; prior thereto, Vice President of
the Company since April 1993; prior
thereto, President of First American
Franchise Corporation (the franchising
subsidiary of Beauty Express, Inc.); prior
thereto attorney for Francorp, Inc. (a
franchise development consulting firm)
since 1989.
Guy E. Snyder(1)(2)........... 44 1999 1995 Partner in the law firm of Vedder, Price,
Kaufman & Kammholz since 1996, a law firm
that serves as counsel to the Company;
prior thereto, a partner in the law firm of
Keck, Mahin & Cate.
Steven B. Larrick(3).......... 51 1999 1996 President of Power Hospital Fitness Group
since June 1998; prior thereto Chairman and
Chief Executive Officer of Chernin's Shoes,
Inc. from 1993 until December 1997; prior
thereto served in various management level
positions with Chernin's Shoes, Inc. since
1973.
</TABLE>
- ---------------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation and Stock Option Committee.
The Board of Directors held three meetings during the fiscal year ended
January 31, 1998. All Directors attended at least 75% of the aggregate of the
total number of meetings of the Board of Directors and the total number of
meetings held by each committee of the Board on which such Directors served. In
addition to the Executive Committee, the Board of Directors of the Company has a
standing Audit Committee and a standing Compensation and Stock Option Committee.
The Audit Committee held one meeting during the fiscal year ended January
31, 1998. This Committee is responsible for reviewing with the Company's
financial management and its independent auditors, the proposed audit program
for each fiscal year, the results of the audits and the adequacy of the
Company's systems of internal accounting control. The Committee recommends to
the Board of Directors the appointment of the independent auditors for each
fiscal year. Directors Coyle, Phillips and Snyder are members of this Committee.
The Compensation and Stock Option Committee held one meeting during the
fiscal year ended January 31, 1998. This Committee is responsible for annually
reviewing the salaries and bonuses of all executive officers and administering
the Company's Stock Option Plan. Directors LaBonte, Phillips and Larrick are
members of this Committee.
5
<PAGE> 8
COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT
SUMMARY COMPENSATION TABLE
The Summary Compensation Table below includes, for each of the fiscal years
ended January 31, 1998 and February 1, 1997, for the nine-month transition
period ended February 3, 1996, and for the fiscal year ended April 30, 1995,
individual compensation for services to the Company and its subsidiaries of
those persons who were, at January 31, 1998: (i) the Chief Executive Officer;
and (ii) the four most highly compensated executive officers of the Company
(collectively, the "Named Officers").
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------- ------------
OTHER ANNUAL SECURITIES
SALARY BONUS COMPENSATION UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR ($) ($) ($) OPTIONS(#) COMPENSATION
---------------------------- ---- ------- ------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Arnold M. Anderson 1998 192,308 50,000 0 0 4,600 (1)
Chairman of the Board 1997 193,827 50,000 0 110,000(2) 0
and Director 1996(3) 131,250 0 0 0 0
1995 175,000 0 0 0 0
James M. Beltrame 1998 185,096 50,000 0 50,000(4) 0
President, Chief Executive 1997 166,827 50,000 0 150,000(5) 0
Officer and Director 1996(3) 110,885 0 0 70,000(6) 0
1995(7) 12,981 0 0 0 0
Michael H. McKee 1998 144,231 25,000 0 50,000(4) 0
Senior Vice President, 1997 141,827 12,500 0 12,500(8) 0
Creative Director and 1996(3) 93,750 0 0 0 0
Director
1995 100,000 0 0 0 0
Raymond A. Mackie 1998 118,653 12,500 0 7,142(9) 0
Senior Vice President of 1997 112,288 20,000 0 20,000(8) 0
Manufacturing Operations 1996(3) 75,000 0 0 0 0
1995(10) 5,769 0 0 0 0
John F. Halpin 1998 115,192 0 0 7,142(9) 0
Senior Vice President 1997(11) 41,135 0 0 20,000(12) 0
Direct Marketing Division
</TABLE>
- ---------------
(1) Represents club membership and related fees.
(2) Includes options to purchase 80,000 shares of Common Stock granted February
6, 1996 pursuant to the Company's Stock Option Plan; such options vest and
become exercisable in five cumulative annual increments of 20% of the
initial grant, commencing February 6, 1997, and expire on February 6, 2006.
Includes options to purchase 20,000 shares of Common Stock granted February
6, 1996 separate and aside from the Company's Stock Option Plan; such
options are immediately exercisable, and expire on February 6, 2006.
Includes options to purchase 10,000 shares of Common Stock granted November
11, 1996 separate and aside from the Company's Stock Option Plan; such
options are immediately exercisable and expire on November 10, 2001.
(3) Represents compensation for the nine-month transition period beginning May
1, 1995 and ending on February 3, 1996.
(4) Represents options granted May 20, 1997 pursuant to the Company's Stock
Option Plan; such options vest and become exercisable in five cumulative
annual increments of 20% of the initial grant, commencing May 20, 1998 and
expiring May 20, 2007.
(5) Includes options to purchase 80,000 shares of Common Stock granted February
6, 1996 pursuant to the Company's Stock Option Plan; such options vest and
become exercisable in five cumulative annual increments of 20% of the
initial grant, commencing February 6, 1997, and expire on February 6, 2006.
Includes options to purchase 20,000 shares of Common Stock granted February
6, 1996 separate and aside from the Company's Stock Option Plan; such
options are immediately exercisable, and expire on February 6, 2006.
Includes options to purchase 40,000 shares of Common Stock granted June 17,
1996
6
<PAGE> 9
separate and aside from the Company's Stock Option Plan; such options vest and
become exercisable in five cumulative annual increments of 20% of the initial
grant, commencing June 17, 1997, and expire on June 17, 2006. Includes options
to purchase 10,000 shares of Common Stock granted November 11, 1996
separate and aside from the Company's Stock Option Plan; such options are
immediately exercisable and expire on November 10, 2001.
(6) Represents options granted pursuant to the Company's Stock Option Plan.
Such options vest and become exercisable in five cumulative annual
increments of 20% of the initial grant, commencing June 8, 1996.
(7) For the period since Mr. Beltrame became employed by the Company on March
14, 1995.
(8) Represents options granted June 17, 1996 pursuant to the Company's Stock
Option Plan; such options vest and become exercisable in five cumulative
annual increments of 20% of the initial grant, commencing June 17, 1997,
and expire on June 17, 2006.
(9) Represents options granted June 2, 1997 pursuant to the Company's Stock
Option Plan; such options vest and become exercisable in five cumulative
annual increments of 20% of the initial grant, commencing June 2, 1998, and
expire on June 2, 2007.
(10) For the period since Mr. Mackie became employed by the Company on April 10,
1995.
(11) For the period since Mr. Halpin became employed by the Company on September
25, 1996.
(12) Represents options granted September 25, 1996 pursuant to the Company's
Stock Option Plan; such options vest and become exercisable in five
cumulative annual increments of 20% of the initial grant, commencing
September 25, 1997, and expire on September 25, 2006.
The tables below set forth certain information with respect to options held
by the Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
PERCENT OF TOTAL AT ASSUMED RATES OF STOCK
NUMBER OF OPTIONS GRANTED PRICE APPRECIATION FOR
SECURITIES TO EMPLOYEES IN EXERCISE OR OPTION TERM ($)
UNDERLYING FISCAL YEAR BASE PRICE EXPIRATION --------------------------
OPTIONS(1) (%)(1) ($/SH.) DATE 5% 10%
---------- ---------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Arnold M. Anderson..... -- -- -- -- -- --
James. M. Beltrame..... 50,000 19.0 5.75 5/20/07 180,807 458,201
Michael H. McKee....... 50,000 19.0 5.75 5/20/07 180,807 458,201
Raymond A. Mackie...... 7,142 2.7 5.75 6/2/07 25,826 65,449
John F. Halpin......... 7,142 2.7 5.75 6/2/07 25,826 65,449
</TABLE>
- ---------------
(1) Excludes options forfeited in last fiscal year.
AGGREGATED OPTION/SAR EXERCISES AND OPTION/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS(#) OPTIONS/SARS($)
SHARES AT JANUARY 31, 1998 AT JANUARY 31, 1998(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Arnold M. Anderson.......... -- -- 295,000 6,000 161,525 0
James. M. Beltrame.......... -- -- 198,000 110,000 14,950 15,000
Michael H. McKee............ -- -- 45,000 11,500 3,750 15,000
Raymond A. Mackie........... -- -- 19,428 27,714 536 2,143
John F. Halpin.............. -- -- 5,428 21,714 2,536 10,143
</TABLE>
- ---------------
(1) Value is based on the difference between the exercise price and fair market
value at January 30, 1998, the last day during the fiscal year for which
market prices are available ($6.125 per share as quoted on the Nasdaq
National Market), multiplied by the number of shares underlying the option.
7
<PAGE> 10
BOARD COMPENSATION AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company's compensation philosophy is comprised of several elements
designed to attract and retain key personnel, reward outstanding performance and
link executive pay to long-term Company performance. These elements consist of a
base salary, annual bonus compensation relating pay to performance and long-
term incentive awards designed to align executive interests with shareholder
interests.
BASE SALARY
The base salary of Arnold M. Anderson was established pursuant to an
employment agreement dated March 1, 1996 whereby Mr. Anderson receives a minimum
base salary of $200,000 per year annually for a period of three years and the
opportunity to earn a bonus each year.
The base salary of James M. Beltrame was established pursuant to an
employment agreement dated June 1, 1996 whereby Mr. Beltrame received a minimum
base salary of $175,000 per year annually for a period of three years and the
opportunity to earn a bonus each year. On May 20, 1997, Mr. Beltrame was
promoted to Chief Executive Officer for the Company and the Compensation
Committee agreed to increase his base salary to $200,000.
The base salaries of the Company's other executive officers are determined
by Messrs. Anderson and Beltrame with the approval of the Compensation and Stock
Option Committee. Individual salaries are determined based on historical salary
levels within the Company or the salary level of the officer at the time he
commenced employment with the Company, and salary levels generally correspond to
the level of responsibility of each executive. Increases are generally
determined with regard to available earnings and individual performance.
BONUS COMPENSATION
Annual bonuses for executive officers of the Company, excluding Messrs.
Anderson and Beltrame, are determined by the Compensation and Stock Option
Committee based on the recommendation of Messrs. Anderson and Beltrame and are
awarded on a discretionary basis by the Compensation and Stock Option Committee.
For the fiscal year ended January 31, 1998, the Compensation and Stock Option
Committee considered the following criteria in awarding bonuses to those
executives whose performance during the fiscal year impacted favorably on the
results of the Company as a whole: corporate revenues, corporate net income and
general corporate performance relative to market conditions in the Company's
industry. The Company does not intend to award discretionary bonuses for the
fiscal year ended January 31, 1998.
LONG-TERM INCENTIVE
The Company's Stock Option Plan (the "Option Plan") authorizes the
Compensation and Stock Option Committee to grant the employees of the Company
and its subsidiaries incentive or non-qualified stock options. The Compensation
and Stock Option Committee determines the prices and terms at which such options
may be granted. The purpose of the Option Plan is to encourage stock ownership
by the persons instrumental to the success of the Company, in order to give them
a greater personal interest in the Company's affairs.
On June 8, 1995, the Company granted Mr. Beltrame options to purchase an
aggregate of 70,000 shares of the Company's Common Stock at an exercise price of
$6.875 per share pursuant to the Option Plan. Pursuant to the Non-Qualified
Stock Option Agreements executed by Mr. Beltrame, the exercise of 40,000 of such
options were subject to the attainment of certain revenue and profitability
goals agreed to by Mr. Beltrame and the Board of Directors. Such revenue and
profitability goals were attained and the options expire on June 8, 2005.
On February 6, 1996, Messrs. Anderson and Beltrame were granted options to
purchase 80,000 shares of Common Stock each pursuant to the Company's Option
Plan at an exercise price of $7.625 per share; such
8
<PAGE> 11
options vest and become exercisable in five cumulative annual increments of 20%
of the initial grant, commencing February 6, 1997, and expire on February 6,
2006. On September 25, 1996, Mr. Halpin was granted options to purchase 20,000
shares of Common Stock pursuant to the Company's Option Plan at an exercise
price of $5.625 per share; such options vest and become exercisable in five
cumulative annual increments of 20% of the initial grant, commencing September
25, 1997 and expire on September 25, 2006. On November 11, 1996, Messrs.
Anderson and Beltrame were granted options to purchase 10,000 shares of Common
Stock each separate and aside from the Company's Option Plan; such options are
immediately exercisable and expire on November 10, 2001. On June 17, 1996, Mr.
Beltrame was also granted options to purchase 40,000 shares of Common Stock
separate and aside from the Company's Option Plan; such options vest and become
exercisable in five cumulative annual increments of 20% of the initial grant
commencing June 17, 1997 and expire on June 17, 2006. In addition, on February
6, 1996, Messrs. Anderson and Beltrame were granted options to purchase 20,000
shares of Common Stock each at an exercise price of $7.625 per share pursuant to
Common Stock Option Agreements dated February 6, 1996 separate and aside from
the Company's Option Plan; such options vested and became exercisable on the
date of the grant and expire on February 6, 2006.
On June 17, 1996, the Company granted options to purchase an aggregate of
91,500 shares to executive officers other than Mr. Beltrame at an exercise price
of $6.125 per share. Such options are exercisable in cumulative annual
increments of 20% of the original grant beginning June 17, 1997, expiring on
June 17, 2006.
On May 20, 1997, Messrs. Beltrame and McKee were granted options to
purchase 50,000 shares of Common Stock each pursuant to the Company's Stock
Option Plan at an exercise price of $5.75 per share; such options vest and
become exercisable in five cumulative annual increments of 20% of the initial
grant, commencing May 20, 1998, and expire May 20, 2007. On June 2, 1997,
Messrs. Halpin and Mackie were granted options to purchase 7,142 shares of
Common Stock each pursuant to the Company's Stock Option Plan at an exercise
price of $5.75 per share; such options vest and become exercisable in five
cumulative annual increments of 20% of the initial grant, commencing June 2,
1998, and expire June 2, 2007.
Non-qualified options to purchase 4,000 shares of Common Stock are granted
automatically under the Option Plan to each person serving as a non-employee
director immediately following each Annual Meeting of Shareholders. The annual
grant of non-qualified options to non-employee directors is in addition to cash
meeting fees paid by the Company to such directors, thereby tying such
directors' compensation to the performance of the Company's Common Stock.
Compensation Committee
C. Joseph LaBonte
Steven B. Larrick
Mervyn C. Phillips, Jr.
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<PAGE> 12
PERFORMANCE GRAPH
The following graph sets forth a comparison of cumulative total returns
for: (i) the Company's Common Stock (which is traded on the Nasdaq Stock
Market(SM)); (ii) the CRSP Total Return Index for the Nasdaq Stock Market(SM);
and (iii) the CRSP Total Return Index for Nasdaq Retail Trade Stocks.
On December 1, 1993, the Company's Common Stock began trading on the Nasdaq
Stock Market(SM) under the symbol CLXG. On July 30, 1996, the Company's
Shareholders approved a change in the Company's name to Successories, Inc. On
September 16, 1996, the Company's stock began trading on the Nasdaq Stock
Market(SM) under the symbol SCES. All returns were calculated assuming dividend
reinvestment.
SUCCESSORIES, INC.
COMPARATIVE RETURNS
<TABLE>
<CAPTION>
NASDAQ NASDAQ
MEASUREMENT PERIOD SUCCESSORIES, STOCK RETAIL TRADE
(FISCAL YEAR COVERED) INC. MARKET STOCKS
<S> <C> <C> <C>
04/29/94 100.0 100.0 100.0
04/28/95 38.96 116.25 97.32
02/03/96 39.61 146.93 107.84
02/01/97 36.36 192.61 132.67
01/31/98 31.82 227.74 155.12
</TABLE>
Assumes $100 invested on April 29, 1994 in Successories, Inc. common stock,
the CRSP Total Return Index for the Nasdaq Stock Market(SM) and the CRSP Total
Return Index for Nasdaq Retail Trade Stocks.
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
On April 6, 1993, the Company established a Compensation Committee of the
Board of Directors for purposes of making certain executive compensation
decisions. On May 21, 1996, the Stock Option Committee was combined with the
Compensation Committee to form the Compensation and Stock Option Committee.
Messrs. LaBonte, Larrick and Phillips are members of the Compensation and Stock
Option Committee. At the request of the Compensation and Stock Option Committee,
Messrs. Anderson and Beltrame have and will confer with the Committee and make
recommendations for the salaries and bonuses of the executive officers.
DIRECTOR COMPENSATION
Each non-employee director shall receive cash compensation in the amount of
$1,000 for each meeting attended. In addition, each non-employee director
receives an annual grant to acquire 4,000 shares of Company common stock at the
closing bid price on the Nasdaq Stock Market on the date of the Company's
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<PAGE> 13
Annual Meeting of Shareholders pursuant to the Company's Option Plan. Such
options vest immediately upon grant. In addition, non-employee directors receive
$500 plus travel expenses for attending each Committee meeting.
EMPLOYMENT AGREEMENTS
In March 1996, the Company entered into an employment agreement with Arnold
M. Anderson which provides that he will receive a minimum base salary of
$200,000 per year annually for three years plus the opportunity to earn a bonus
each year. In addition, the employment agreement provides that commencing in the
fiscal year ended February 1, 1997, Mr. Anderson and the Company's Board of
Directors shall agree each fiscal year upon the specific performance standards
and criteria that will be used to determine how the bonus is actually earned and
shall agree upon the amount of the actual bonus opportunity for such fiscal
year. Pursuant to the agreed upon formula, Mr. Anderson received a bonus of
$50,000 for the fiscal year ended January 31, 1998.
In June 1996, the Company entered into an employment agreement with James
M. Beltrame which provides that he will receive a minimum base salary of
$175,000 per year annually for three years plus the opportunity to earn a bonus
each year. On May 20, 1997, the Compensation Committee of the Board of Directors
approved an increase in the base salary to $200,000 in connection with Mr.
Beltrame's promotion to Chief Executive Officer for the Company. In addition,
the employment agreement provides that commencing in the fiscal year ended
February 1, 1997, Mr. Beltrame and the Company's Board of Directors shall agree
each fiscal year upon the specific performance standards and criteria that will
be used to determine how the bonus is actually earned and shall agree upon the
amount of the actual bonus opportunity for such fiscal year. Pursuant to the
agreed upon formula, Mr. Beltrame received a bonus of $50,000 for the fiscal
year ended January 31, 1998.
In June 1996, the Company entered into an employment agreement with Michael
H. McKee, which provides that he will receive a minimum base salary of $150,000
per year annually for three years plus the opportunity to earn a bonus each
year. In addition, the employment agreement provides that commencing in the
fiscal year ended February 1, 1997, Mr. McKee and the Company's Board of
Directors shall agree each fiscal year upon the specific performance standards
and criteria that will be used to determine how the bonus is actually earned and
shall agree upon the amount of the actual bonus opportunity for such fiscal
year. Pursuant to the agreed upon formula, Mr. McKee received a bonus of $25,000
for the fiscal year ended January 31, 1998.
CERTAIN TRANSACTIONS
All transactions between the Company and its officers, directors, and
principal shareholders are required to be approved by a majority of the
independent and disinterested non-employee directors and must be on terms no
less favorable to the Company than could be obtained from unaffiliated third
parties.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than 10% of the Company's
Common Stock are required to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates for these reports have been established,
and the Company is required to disclose in this proxy statement any failure to
file by the applicable due dates during the fiscal year ended January 31, 1998.
All of these filing requirements were satisfied, except: Arnold M.
Anderson, Chairman of the Board, filed one late report covering three
transactions; Cheryl Lawton Griffith, Vice President of the Company, filed one
late report covering her initial ownership; Steven D. Kuptsis, Senior Vice
President of the Company, filed one late report covering his initial ownership;
and Mervyn C. Phillips, Jr., Director of the Company, filed five late reports
covering eleven transactions.
11
<PAGE> 14
ITEM 2
PROPOSED AMENDMENTS TO THE SUCCESSORIES, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
There will be presented at the Annual Meeting a proposal to amend the
Company's 1995 Employee Stock Purchase Plan (the "Stock Purchase Plan"). As of
May 29, 1998, 87% of the shares of Common Stock authorized for purchase under
the Stock Purchase Plan have been purchased by participants thereunder.
On May 22, 1998, the Board of Directors approved certain amendments to the
Stock Purchase Plan, subject to shareholder approval. The amendments to the
Stock Purchase Plan would (i) increase the number of shares of Common Stock that
may be purchased thereunder from 175,000 to 350,000; and (ii) extend the term of
the Stock Purchase Plan until September 30, 2001. The purpose of the proposed
amendments to the Stock Purchase Plan is to enable the Company to continue to
provide incentives to all eligible employees through stock ownership. These
amendments are subject to approval by the shareholders of the Company at the
Annual Meeting.
Assuming a quorum is present, an affirmative vote by the holders of a
majority of the outstanding Common Stock present in person or represented by
proxy at the Annual Meeting and entitled to vote thereon is required to amend
the Stock Purchase Plan.
The following is a summary of the Stock Purchase Plan as amended to reflect
the matters to be considered at the Annual Meeting.
GENERAL
The purpose of the Stock Purchase Plan is to give all eligible employees of
the Company and its subsidiaries the opportunity to subscribe for shares of
Common Stock on an installment basis through payroll deductions or contributions
and thereby obtain or increase a proprietary interest in the Company. The Board
of Directors believes that the Stock Purchase Plan is in the best interests of
the Company and its shareholders and is necessary to encourage employee
ownership of shares of Common Stock. The Company is unable to determine the
amount of benefits that may be received by participants under the Stock Purchase
Plan as participation is discretionary with each employee. The Stock Purchase
Plan is intended to qualify as an employee stock purchase plan under Section 423
of the Internal Revenue Code of 1986, as amended (the "Code").
Under the proposed amendments, a maximum of 350,000 shares of Common Stock
will be available for purchase pursuant to the Stock Purchase Plan. As of May
29, 1998, the closing sale price of Common Stock was $5.125 per share as
reported by the Nasdaq National Market.
ADMINISTRATION
The Stock Purchase Plan is interpreted and administered by the Company's
Board of Directors. The Board has full power and authority to (i) administer and
interpret the Stock Purchase Plan; and (ii) make all other determinations
necessary or advisable for the Stock Purchase Plan's administration.
ELIGIBILITY
Any employee who is employed by the Company as of the date of commencement
of a phase (as described below) and who customarily works more than 20 hours per
week is eligible to participate in the Stock Purchase Plan. As of May 29, 1998,
approximately 300 employees were eligible to participate in the Stock Purchase
Plan. No employee will be granted an option under the Stock Purchase Plan which
permits his or her rights to purchase shares of Common Stock under all employee
stock purchase plans of the Company or its subsidiaries to accrue at a rate
which exceeds $25,000 of the fair market value of such stock (determined when
the option was granted) during (i) any calendar year for which the option was
outstanding at any time; or (ii) any twelve-month period for which the option
was outstanding at any time. In addition, no employee will be granted an option
if such employee would own and/or hold outstanding options to purchase,
12
<PAGE> 15
immediately after the grant, Common Stock possessing 5% or more of the total
combined voting power or value of all classes of the Company or any subsidiary.
TERMS OF THE OFFERING
The Stock Purchase Plan operates in twelve phases, with each phase
consisting of a three-month calendar quarter commencing with the three months
beginning October 1, 1998. Any eligible employee who desires to participate in
any phase of the Stock Purchase Plan must complete the plan enrollment form
provided by the Company and deliver it to the Company or its designated
representative during the enrollment period established by the Company prior to
the commencement of the phase. Generally, the option price per share of Common
Stock will be the lower of the following: 85% of the closing price for the
shares of Common Stock as reported on the Nasdaq National Market or an
established securities exchange as of the commencement date of the phase; or 85%
of such closing price as of the termination date of the phase.
Employees participating in the Stock Purchase Plan may pay for shares of
Common Stock received upon the exercise of options through payroll deductions
from compensation or by tendering a lump sum payment to the Company. If a
participant chooses to make payroll deductions from compensation to pay for
shares purchased by the exercise of an option, the deductions will commence on
the first pay day after the commencement date of the phase and will generally
terminate on the last pay day immediately prior to or coinciding with the
termination date of that phase, unless sooner modified or terminated by either
the participant or the Company.
A participant may, at any time, withdraw all payroll deductions held by the
Company that have been deducted from the participant's compensation during a
phase by giving written notice of withdrawal to the Company; provided, however,
that in order to withdraw at the end of a phase and to avoid the automatic
option exercise provided under the Stock Purchase Plan, a participant must
provide written notice of such withdrawal in the manner required by the Company
no later than fifteen days prior to the termination date of the phase (unless
such fifteen day advance written notice requirement is waived in writing by the
Board or the Committee).
Prior to the commencement date of each new phase, a participant may make a
one-time change to his or her participation election for the phase by increasing
or decreasing the dollar amount or percentage of compensation to be deducted
from the participant's compensation or the lump sum amount to be paid during the
phase. To be effective, the change must be in a written form approved by the
Company.
TERMINATION OF EMPLOYMENT
If a participant's employment terminates with the Company for any reason
whatsoever, including by reason of death or disability, the payroll deductions
held by the Company or lump sum payments received by such participant for such
phase, if any, will be paid to the participant or, in the case of death, to such
participant's estate, and any options granted to such participant under the
Stock Purchase Plan shall immediately terminate as of the date such
participant's employment terminates. In the event a participant dies after
exercise of the participant's option but prior to issuance of the Common Stock
and/or delivery of cash, if any, to be transferred pursuant to the exercise, any
such stock and/or cash shall be paid to the participant's estate.
AMENDMENT AND TERMINATION
The Board is permitted to terminate the Stock Purchase Plan at any time,
provided that no such termination will affect any outstanding option. The Board
may also amend the Stock Purchase Plan from time to time as it deems proper and
in the best interests of the Company or as necessary to comply with Section 423
of the Code or other laws or regulations; provided, however, that no amendment
shall, without prior approval of the Company's shareholders: (a) increase the
total number of shares for which options may be granted under the Stock Purchase
Plan, (b) impair any outstanding option, (c) materially modify the requirements
as to eligibility for Stock Purchase Plan participation, (d) affect the option
price at which options may be granted, or (e) materially increase benefits
accruing to Stock Purchase Plan participants.
13
<PAGE> 16
TAX CONSEQUENCES
Options granted under the Stock Purchase Plan are intended to qualify for
favorable tax treatment to the employees under Code Sections 421 and 423. The
Stock Purchase Plan is not qualified under Code Section 401.
Employee contributions are made on an after-tax basis. For federal income
tax purposes, if shares are purchased pursuant to the Stock Purchase Plan and
are not disposed of by the optionee within two years after the date of option
grant or one year after the date on which such shares are transferred to the
optionee, and if the optionee is an employee of the Company at all times from
the date of grant of the option until a date occurring not more than three
months before the date of exercise of the option, then, (i) the optionee will
not realize any taxable income until he or she sells the shares; and (ii) the
Company will not be entitled to a deduction in connection with either the grant
or the exercise of an option.
If the shares are sold within the required holding period, the participant
realizes compensation taxable as ordinary income to the extent fair market value
of the shares at the date of purchase was greater than the purchase price; the
difference between the proceeds of the sale and the fair market value of the
shares at the date of purchase is a capital gain or loss (which will be
long-term if the shares have been held for more than one year). To the extent
the participant realizes ordinary income on a disposition of the shares by
reason of failing to meet the requisite holding periods, the Company is
generally entitled to a corresponding deduction.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE AMENDMENTS TO THE COMPANY'S STOCK PURCHASE PLAN.
ITEM 3
PROPOSED RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of its Audit Committee, the Board of Directors
retained Arthur Andersen LLP ("Arthur Andersen") to examine the financial
statements of the Company for the fiscal years ended February 1, 1997 and
January 31, 1998 and appointed Arthur Andersen as independent accountants for
the Company to audit its consolidated financial statements for the fiscal year
ending January 30, 1999 and to perform audit-related services. The Board has
directed that the appointment of Arthur Andersen be submitted to the
shareholders for approval.
If the shareholders do not ratify the selection of Arthur Andersen, the
Audit Committee and the Board of Directors will reconsider the appointment. The
Company has been advised by Arthur Andersen that it expects to have a
representative present at the Annual Meeting and that such representative will
be available to respond to appropriate questions. Such representative will also
have the opportunity to make a statement if he or she desires to do so.
Proxies will be voted for or against approval of this proposed ratification
in accordance with the specifications marked thereon, and will be voted in favor
of approval if no specification is made. Approval requires the favorable vote of
the holders of a majority of the shares of Common Stock represented at the
Annual Meeting in person or by proxy, assuming that a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE APPOINTMENT OF ARTHUR ANDERSEN AS INDEPENDENT ACCOUNTANTS.
ACCOUNTANT INFORMATION
On October 18, 1996, the Company dismissed Price Waterhouse LLP ("Price
Waterhouse") as its independent auditors. Effective October 19, 1996, the
Company engaged Arthur Andersen as its new independent accountants to audit the
Company's financial statements. The Company's Audit Committee recommended and
the Board of Directors approved, effective as of October 18, 1996, the decision
to change independent accountants.
14
<PAGE> 17
Price Waterhouse reported on the Company's financial statements for the
fiscal year ended April 30, 1995 and the period May 1, 1995 through February 3,
1995. Arthur Andersen reported on the Company's financial statements for the
fiscal years ended February 1, 1997 and January 31, 1998.
The report of Price Waterhouse on the Company's financial statements for
the fiscal year ended April 30, 1995 and the period May 1, 1995 through February
3, 1996, contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with its audits for the fiscal year ended April 30, 1995 and
the period May 1, 1995 through February 3, 1996 and through October 18, 1996 (i)
there have been no disagreements with Price Waterhouse on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
Price Waterhouse would have caused them to make reference thereto in their
reports on the financial statements for such periods; and (ii) the Company
restated its fiscal 1995 third quarter operating results due to a misstatement
of inventory values resulting primarily from higher than expected labor and
overhead costs directly related to a fulfillment system failure during the peak
selling season. As a result, certain weaknesses in the Company's internal
control and management information systems were reported on by Price Waterhouse
for the fiscal year ended April 30, 1995. As reported in the Company's Form 10-K
for the fiscal year ended April 30, 1995, the Company has strengthened its
internal control environment by hiring and promoting key employees in the
Accounting and MIS Departments in addition to enhancing policies and procedures
in the inventory management system.
During the fiscal year ended April 30, 1995, the nine month transition
period ended February 3, 1996 and through October 18, 1996, the Company has not
consulted with Arthur Andersen regarding the application of accounting
principles to any transaction or the type of audit opinion that might be
rendered on the Company's financial statements or any matter that was the
subject of a disagreement or reportable event with the former auditor (as
described in Regulation S-K Item 304(a)(1)(v)).
The Company requested that Price Waterhouse furnish it with a letter
addressed to the Commission stating whether it agreed with the above statements.
A copy of such letter, dated October 23, 1996, was furnished to the Company.
OTHER MATTERS
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be included in the Company's proxy
statement and form of proxy relating to, and to be presented at, the Annual
Meeting of Shareholders of the Company to be held in 1998 must be received by
the Company on or before February 10, 1999.
VOTING PROXIES
The enclosed proxy card confers authority to vote, in accordance with the
instructions contained in the proxy, with respect to the election of the
nominees for director specified in this Proxy Statement, the proposed
amendment(s) to the Stock Purchase Plan and the ratification of Arthur Andersen
as the Company's independent accountants. The proxy will be voted in accordance
with the choices indicated thereon. If no specifications are made, proxies will
be voted "FOR ALL NOMINEES" for director, "FOR" the amendments to the Stock
Purchase Plan and "FOR" the ratification of Arthur Andersen as independent
accountants.
15
<PAGE> 18
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented at
the meeting. Should any other business come before the meeting, it is the
intention of the persons named in the enclosed proxy form to vote in accordance
with their best judgment.
By Order of the Board of Directors,
Timothy C. Dillon
Secretary
Aurora, Illinois
June 1, 1998
16
<PAGE> 19
PROXY SUCCESSORIES, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 29, 1998
The undersigned shareholder of Successories, Inc. does hereby acknowledge
receipt of Notice of said Annual Meeting and accompanying Proxy Statement and
constitutes and appoints Arnold M. Anderson, James M. Beltrame and Timothy C.
Dillon, or any of them, with full power of substitution, to vote all shares of
stock of Successories, Inc. which the undersigned is entitled to vote, as fully
as the undersigned could do if personally present, at the Annual Meeting of
Shareholders of said Corporation to be held on Wednesday, July 29, 1998 at
10:00 A.M., Central Daylight Savings Time, and at any adjournments thereof, at
The Stonebridge Country Club, 2705 Stonebridge Boulevard, Aurora, Illinois
60504.
(1) The election of Arnold M. Anderson, James M. Beltrame and Michael H. McKee,
as Directors:
[ ] FOR ALL NOMINEES EXCEPT NOMINEE(S) WRITTEN IN SPACE BELOW:
----------------------------------------------------------------------------
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
(2) The amendments to the Company's Employee Stock Purchase Plan:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) The proposal to ratify the appointment of Arthur Andersen LLP as
independent accountants for the fiscal year ending January 30, 1999:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) As such proxies may in their discretion determine upon such other matters
as may properly come before the meeting:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
I plan to attend the meeting. [ ]
(Continued on reverse side)
<PAGE> 20
PLEASE COMPLETE BOTH SIDES OF THE PROXY CARD,
DETACH AND RETURN IN THE ENCLOSED ENVELOPE.
DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
THIS PROXY STATEMENT SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS
GIVEN AND IN THE ABSENCE OF SUCH INSTRUCTIONS SHALL BE VOTED FOR ALL OF THE
DIRECTOR NOMINEES DESCRIBED IN ITEM (1) AND FOR ITEMS (2) AND (3) . IF
OTHER BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN
ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXIES ON THOSE MATTERS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
You are urged to mark, sign and return your proxy without delay in the return
envelope provided for that purpose, which requires no postage if mailed in the
United States.
Dated, __________________, 1998
-------------------------------
-------------------------------
When signing the proxy, please date it and take care to have the signature
conform to the shareholder's name as it appears on this side of the proxy. If
shares are registered in the names of two or more persons, each person should
sign. Executors, administrators, trustees and guardians should so indicate when
signing.
