<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:
[ ] 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
SUCCESSORIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
[COMPANY NAME]
- --------------------------------------------------------------------------------
(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 25, 2000
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
Tuesday, July 25, 2000 at 10:00 A.M., Central Daylight Savings Time, for the
following purposes:
1. To elect two (2) Class I directors, two (2) Class II directors and one
(1) Class III director for the terms specified in the proxy statement or until
their successors are elected and qualified;
2. To ratify the appointment of Crowe, Chizek and Company, LLP as
independent accountants for the fiscal year ending February 3, 2001; and
3. To transact such other business as may properly come before the meeting.
Shareholders of record as of the close of business June 2, 2000 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 card 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,
/s/ Gregory J. Nowak
GREGORY J. NOWAK
Secretary
Aurora, Illinois
June 5, 2000
<PAGE> 3
SUCCESSORIES, INC.
2520 DIEHL ROAD
AURORA, ILLINOIS 60504
630-820-7200
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 25, 2000
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 Tuesday, July 25, 2000 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 mail, 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, by oral or
written request at the Annual Meeting.
This proxy statement will be first mailed or delivered to shareholders on
or about June 5, 2000.
RECORD DATE; VOTING SECURITIES OUTSTANDING
The close of business on June 2, 2000 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 5, 2000, the Company had an aggregate of 8,098,312 outstanding
voting securities consisting of 6,949,716 shares of Common Stock, 503,092 shares
of Series A Convertible Preferred Stock, $.01 par value, which are convertible
into 503,092 shares of Common Stock and 101,667 shares of Series B Convertible
Preferred Stock, $.01 par value, which are convertible into 645,504 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 a vote "AGAINST"
the matter.
1
<PAGE> 4
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 5, 2000.
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF
BENEFICIAL
BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
---------------- ---------------- ----------------
<S> <C> <C>
14.50%
Corbin & Company............................... 1,007,150(2)
13.17%
Arnold M. Anderson............................. 954,580(3)
9.75%
Jack Miller.................................... 748,997(4)
7.68%
Dimensional Fund Advisors...................... 532,300(5)
6.96%
R. Scott Morrison, Jr.......................... 483,794(6)
</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.
(2) According to a Schedule 13G/A dated February 11, 2000 and filed with the
Securities and Exchange Commission (the "SEC"), Corbin & Company, a
registered investment advisor, had shared voting and shared dispositive
power over 1,007,150 shares. The address of Corbin & Company is 6300 Ridglea
Place, Suite 1111, Fort Worth, Texas 76116.
(3) Includes 299,000 shares subject to immediately exercisable options and
warrants; 80,290 shares held by Mary Margaret Anderson (his wife); 175,000
shares held in trust by Mary Margaret Anderson as trustee, as to which Mr.
Anderson has sole voting and investment power; 1,500 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.
(4) The Jack Miller Family Limited Partnership #1, of which the general partner
is the Jack Miller Trust dated January 18, 1984 and the sole trustee of the
trust is Jack Miller, owns (i) 412,371 shares of Series A Convertible
Preferred Stock, par value $.01 per share, of the Company, which as of May
5, 2000 are convertible into 412,371 shares of the Company's Common Stock;
and (ii) 50,000 shares of Series B Convertible Preferred Stock, par value
$.01 per share, of the Company, which as of May 5, 2000 are convertible into
317,460 shares of the Company's Common Stock. The address of The Jack Miller
Limited Partnership #1 is 475 Half Day Road, Suite 100, Lincolnshire,
Illinois 60069. Includes 12,584 shares held in trust by Mr. Miller, as
trustee, as to which Mr. Miller has sole voting and investment power;
includes 4,082 shares held by Goldie Wolfe (his wife); and 2,500 shares
subject to immediately exercisable options.
(5) According to a Schedule 13G dated February 4, 2000 and filed with the SEC,
Dimensional Fund Advisors, a registered investment advisor, had sole voting
and sole dispositive power over 532,300 shares. The address of Dimensional
Fund Advisors is 1299 Ocean Avenue, 11th Floor, Santa Monica, California
90401.
(6) Includes 341,294 shares held in trust by Mr. Morrison as trustee, as to
which Mr. Morrison has sole voting and investment power; 65,000 shares held
by Mr. Morrison as trustee for a family limited partnership; 75,000 shares
held by Norma A. Morrison (his wife) and 2,500 shares subject to immediately
exercisable options. Mr. Morrison's address is c/o Morrison Properties, 243
N. E. Fifth Avenue, Delray Beach, Florida 33483.
2
<PAGE> 5
The following table sets forth, as of May 5, 2000, information 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 OF
BENEFICIAL OWNER OWNERSHIP(1) CLASS+
---------------- ---------------- ----------------
<S> <C> <C>
Arnold M. Anderson........................... 954,580(2) 13.17%
Howard I. Bernstein.......................... 82,474(3) 1.17%
John F. Halpin............................... 23,286(4) *
Lawrence A. Hodges........................... 0 0%
Leslie Nathanson Juris....................... 0 0%
Michael H. McKee............................. 122,092(5) 1.74%
Jack Miller.................................. 748,997(6) 9.75%
R. Scott Morrison, Jr........................ 483,794(7) 6.96%
Gary J. Rovansek............................. 43,936(8) *
All of the directors and executive officers
as a group (12 persons).................... 2,485,012(9) 30.21%
</TABLE>
- ---------------
+ Includes number of shares of Common Stock into which Convertible Preferred
Stock could be converted.
* Percentage represents less than 1% of the total shares of Common Stock
outstanding as of May 5, 2000.
(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 3 to the previous beneficial ownership table regarding nature of
stock ownership.
(3) The Howard I. Bernstein Declaration of Trust Dated 4/28/87, of which Mr.
Bernstein is trustee, owns 82,474 shares of Series A Convertible Preferred
Stock, par value $.01 per share, of the Company, which as of May 5, 2000,
are convertible into 82,474 shares of the Company's Common Stock.
(4) Includes 21,286 shares subject to immediately exercisable options.
(5) 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 87,000 shares subject to immediately
exercisable options.
(6) See note 4 to the previous beneficial ownership table regarding nature of
stock ownership.
(7) See note 6 to the previous beneficial ownership table regarding nature of
stock ownership.
(8) Includes 1,667 shares of Series B Convertible Preferred Stock, par value
$.01 per shares, of the Company, which as of May 5, 2000, are convertible
into 10,584 shares of the Company's Common Stock; and includes 20,000 shares
subject to immediately exercisable options.
(9) Includes 452,986 shares subject to options and warrants exercisable within
sixty days; and 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 indicated otherwise or such votes are withheld in accordance with
the instructions contained in the proxy, for the election of the nominees for
Director named below. The numbers of Class I, II and III Directors are presently
fixed at two, two and three, respectively. In the event that any nominee for
Director should become unavailable for election as such, which is not
anticipated, the Board of Directors in its discretion may designate a substitute
nominee, in which event such shares will be voted for such substitute nominee.
Provided a quorum is present, the
3
<PAGE> 6
affirmative vote of 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 nominee and his or her term is indicated below.
CLASS I
(TERM EXPIRING IN YEAR 2002)
Howard I. Bernstein
Lawrence A. Hodges
CLASS II
(TERM EXPIRING IN YEAR 2003)
Leslie Nathanson Juris
R. Scott Morrison, Jr.
CLASS III
(TERM EXPIRING IN YEAR 2001)
Jack Miller
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.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF
THE NOMINEES NAMED ABOVE.
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>
Howard I. Bernstein 70 2002 Director and President of Howard I.
(2)(3).... 1999 Bernstein, LTD., a consulting firm
specializing in finance, mergers and
acquisitions, since 1987. Director of
J.H. Chapman Group, LTD. and J.H.
Chapman Group, LLC.
Lawrence A. Hodges... 51 2002 2000 President and Chief Executive Officer of
Mrs. Fields Original Cookies, Inc., a
premium snack-food provider, since March
1994, and a Director since April 1993.
Director of Ameristar Casinos, Inc. and
Coinstar, Inc.
</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>
Leslie Nathanson 53 2000 Founding partner of Roberts, Nathanson &
Juris..... 2000 Wolfson, a consulting firm specializing
in implementing strategy and managing
complex organizational change. Prior to
January 1, 1999, managing director of
Roberts, Nathanson & Wolfson, a position
held for more than the past five years.
Jack Miller 71 2001 Chairman of the Board of the Company
(1)(2)(4)... 1999 since October 1999 and consultant for
Quill Corporation, an office products
supplier, from December 1999; prior
thereto, Founder, President and Chief
Executive Officer of Quill Corporation
from June 1956 to December 1999.
R. Scott Morrison, Jr. 59 2000 Owner, operator and investor in various
(3)(4).... 1999 hotel products and real estate entities
since 1988. Co-founder of and an
investor in the Extended Stay America
national hotel chain.
CONTINUING DIRECTORS:
Arnold M. Anderson... 55 2001 1990 Founder of the Company and Chairman
Emeritus since October 18, 1999; prior
thereto, Chairman of the Board, Director
and Chief Executive Officer since June
1998; prior thereto, 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 since October 1990;
prior thereto, Chairman and President of
the predecessors to the Company's
subsidiaries.
Gary J. Rovansek 57 2001 President and Chief Executive Officer of
(1)....... 1998 the Company since October 18, 1999;
prior thereto, President and Chief
Operating Officer since November 1998;
prior thereto, President and Director of
J.C. Whitney & Co, an automotive
products company, since January 1994;
prior thereto, President of Horticulture
Division of Foster & Gallagher, Inc.
since 1993; prior thereto, President of
Reliable Corporation, an office products
supplier, since 1988.
</TABLE>
- ---------------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation and Stock Option Committee.
(4) Member of the Director Nominating Committee.
5
<PAGE> 8
The Board of Directors held ten meetings during the fiscal year ended
January 29, 2000. 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, Compensation and Stock Option Committee and Director
Nominating Committee.
The Audit Committee held two meetings during the fiscal year ended January
29, 2000. 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 Bernstein and Miller are members of this Committee.
The Compensation and Stock Option Committee held three meeting during the
fiscal year ended January 29, 2000. This Committee is responsible for annually
reviewing the salaries and bonuses of all executive officers and administering
the Company's Stock Option Plan. Directors Bernstein and Morrison are members of
this Committee.
The Director Nominating Committee held no meeting during the fiscal year
ended January 29, 2000. This Committee is responsible for reviewing candidates
for the Board of Directors. Directors Miller and Morrison are members of this
Committee. The Committee will consider nominees recommended by security holders
provided such recommendations are submitted to the Committee in writing.
6
<PAGE> 9
COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT
SUMMARY COMPENSATION TABLE
The Summary Compensation Table below includes, for each of the fiscal years
ended January 29, 2000, January 30, 1999 and January 31, 1998, individual
compensation for services to the Company and its subsidiaries paid or awarded
to, or earned by: (i) the Chief Executive Officer of the Company at January 29,
2000; 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 ALL OTHER
SALARY BONUS COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITIONS YEAR ($) ($) ($) OPTIONS(#) $
---------------------------- ---- ------- ------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Gary J. Rovansek 2000 225,000 0 0 0 223(1)
President and Chief 1999(2) 38,942 0 0 100,000(3) 500(1)
Executive Officer
Arnold M. Anderson 2000(4) 225,000 0 0 0 1,312(5)
Founder and 1999 203,846 0 0 0 730(5)
Chairman Emeritus 1998 192,308 50,000 0 0 4,600(5)
Michael H. McKee 2000 150,000 0 0 85,000(6) 0
Senior Vice President 1999 150,000 10,000(7) 0 0 1,177(8)
And Creative Director 1998 144,231 25,000 0 50,000(9) 0
Steven D. Kuptsis 2000(10) 152,885 0 0 10,000(11) 612(8)
Senior Vice President, 1999 150,000 10,000(12) 0 15,000(13) 438(8)
Chief Administrative 1998(14) 56,539 0 0 25,000(15) 0
Officer and
Chief Financial Officer
John F. Halpin 2000 130,000 0 0 10,000(11) 1,500(8)
Senior Vice President, 1999 130,000 10,000(12) 0 15,000(13) 1,510(8)
Direct Marketing 1998 115,192 0 0 7,142(16) 0
Division
</TABLE>
- ---------------
(1) Represents matching contributions to the Company's 401(k) plan for the
benefit of the executive officer of $173 and $0 for 2000 and 1999,
respectively; and club membership fees of $50 and $500 for 2000 and 1999,
respectively.
(2) Represents amounts paid to Mr. Rovansek since he was employed as President
of the Company on November 30, 1998. On October 18, 1999, Mr. Rovansek was
also named Chief Executive Officer.
(3) Includes options to purchase 80,000 shares of Common Stock granted November
30, 1998 pursuant to the Company's Stock Option Plan; such options vest and
become exercisable as follows: 42% after one year, 83% after two years and
100% after three years. Vesting commences on November 30, 1999 and the
options expire on November 30, 2008. Includes options to purchase 20,000
shares of Common Stock granted November 30, 1998 separate and aside from
the Company's Stock Option Plan; such options vest and become exercisable
on November 30, 2001 and expire on November 30, 2008.
(4) Mr. Anderson was named Founder and Chairman Emeritus on October 18, 1999.
(5) Represents matching contributions to the Company's 401(k) plan for the
benefit of the executive officer of $1,212, $0 and $0 for 2000, 1999 and
1998, respectively; and club membership dues of $100, $730 and $4,600 for
2000, 1999 and 1998, respectively.
(6) Includes options to purchase 5,000 shares of Common Stock granted April 8,
1999 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 April 8, 2000 and expiring April 8, 2009.
Includes options to purchase 5,000 shares of Common Stock granted April 8,
1999 separate and aside from the
7
<PAGE> 10
Company's Stock Option Plan; such options vest and become exercisable in
five cumulative annual increments of 20% of the initial grant, commencing
April 8, 2000 and expiring April 8, 2009. Includes options to purchase
75,000 shares of Common Stock granted June 1, 1999 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 1, 2000 and expiring June 1, 2009.
(7) In lieu of an increase in his base salary, Mr. McKee received a bonus.
(8) Represents matching contributions to the Company's 401(k) plan made by the
Company for the benefit of the executive officer.
(9) 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.
(10) Mr. Kuptsis resigned from the Company effective February 25, 2000.
(11) Includes options to purchase 5,000 shares of Common Stock granted April 8,
1999 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 April 8, 2000 and expiring April 8, 2009.
Includes options to purchase 5,000 shares of Common Stock granted April 8,
1999 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 April 8, 2000 and expiring April 8, 2009.
(12) Sign-on bonus for Messrs. Kuptsis and Halpin. Sign-on bonus relates to
fiscal years ended 1998 and 1997, respectively.
(13) Represents options granted October 1, 1998 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 October 1, 1999,
and expire on October 1, 2008.
(14) Represents amounts paid to Mr. Kuptsis since he became employed by the
Company on September 17, 1997.
(15) Represents options granted September 17, 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
September 17, 1998, and expire on September 17, 2007.
(16) 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.
The tables below set forth certain information with respect to options held
by the Named Executive Officers.
OPTIONS GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
RATES OF STOCK PRICE
NUMBER OF PERCENT OF TOTAL APPRECIATION FOR
SECURITIES OPTIONS GRANTED EXERCISE OR OPTION TERM ($)
UNDERLYING TO EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
OPTIONS FISCAL YEAR (%) ($/SH.) DATE 5% 10%
---------- ---------------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gary J. Rovansek............... -- -- -- -- -- --
Arnold M. Anderson............. -- -- -- -- -- --
Michael H. McKee............... 75,000 60% 2.875 06/01/09 135,605 343,651
10,000 8% 2.625 04/18/09 16,509 41,836
Steven D. Kuptsis.............. 10,000 8% 2.625 04/08/09 16,509 41,836
John F. Halpin................. 10,000 8% 2.625 04/08/09 16,509 41,836
</TABLE>
8
<PAGE> 11
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTIONS/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS(#) OPTIONS/SARS($)
ACQUIRED ON VALUE AT JANUARY 29, 2000 AT JANUARY 29, 2000(1)
EXERCISE REALIZED --------------------------- ---------------------------
(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gary J. Rovansek............... -- -- 20,000 80,000 -- --
Arnold M. Anderson............. -- -- 299,000 2,000 -- --
Michael H. McKee............... -- -- 87,000 90,500 -- --
Steven D. Kuptsis.............. -- -- 15,000 35,000 -- --
John F. Halpin................. -- -- 21,286 30,856 -- --
</TABLE>
- ---------------
(1) Value is based on the difference between the exercise price and fair market
value at January 28, 2000, the last day during the fiscal year for which
market prices are available ($1.875 per share as quoted on the Nasdaq
National Market), multiplied by the number of shares underlying the option.
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 received 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. Effective December 6, 1998, Mr.
Anderson's base salary increased to $225,000.
As Chief Executive Officer, the base salary of Gary J. Rovansek was
established pursuant to an employment agreement dated October 29, 1998, whereby
Mr. Rovansek receives a minimum base salary of $225,000 per year annually for a
period of three years and the opportunity to earn a bonus each year.
The base salary of Michael H. McKee was established pursuant to an
employment agreement dated June 1, 1999, whereby Mr. McKee receives a minimum
base salary of $150,000 per year annually for a period of three years and the
opportunity to earn a bonus each year.
The base salaries of the Company's other executive officers are determined
by Mr. Rovansek 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, including the Chief
Executive Officer, are determined by a bonus plan approved by the Compensation
and Stock Option Committee and are awarded by the Compensation and Stock Option
Committee based upon operating income targets. No bonuses were awarded for the
fiscal year ended January 29, 2000.
9
<PAGE> 12
LONG-TERM INCENTIVE
The Company's Stock Option Plan (the "Option Plan") authorizes the
Compensation and Stock Option Committee to grant to 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 business.
On May 20, 1997, Mr. McKee was granted options to purchase 50,000 shares of
Common Stock pursuant to the 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, Mr. Halpin was granted options to purchase 7,142
shares of Common Stock pursuant to the 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. On September 17, 1997, Mr. Kuptsis was granted options to purchase
25,000 shares of Common Stock pursuant to the Option Plan at an exercise price
of $6.8125 per share; such options vest and become exercisable in five
cumulative annual increments of 20% of the initial grant, commencing September
17, 1998.
On October 1, 1998, each of Messrs. Halpin and Kuptsis was granted an
option to purchase 15,000 shares of Common Stock pursuant to the Option Plan at
an exercise price of $2.875 per share; such options vest and become exercisable
in five cumulative annual increments of 20% of the initial grant, commencing
October 1, 1999, and expire October 1, 2008. On November 30, 1998, Mr. Rovansek,
currently Chief Executive Officer, was granted options to purchase 80,000 shares
of Common Stock pursuant to the Option Plan at an exercise price of $2.125 per
share; such options vest and become exercisable as follows: 42% after one year,
83% after two years and 100% after three years. Vesting commences on November
30, 1999 and the options expire on November 30, 2008. Mr. Rovansek was also
granted options on November 30, 1998 to purchase 20,000 shares of Common Stock
separate and aside from the Option Plan at an exercise price of $2.125 per
share; such options vest and become exercisable after three years. The options
expire on November 30, 2008. On April 8, 1999, Messrs. Halpin, Kuptsis and McKee
were granted options to each purchase 10,000 shares of Common Stock at an
exercise price of 2.625 per share, half of which was pursuant to the Option Plan
and half of which were separate and aside from the Option Plan; such options
vest and become exercisable in five cumulative annual increments of 20% of each
initial grant, commencing April 8, 2000 and expire April 8, 2009. On June 1,
1999, Mr. McKee was granted options to purchase 75,000 shares of Common Stock
separate and aside from the Option Plan at an exercise price of 2.875 per share;
such options vest and become exercisable in five cumulative annual increments of
20% of the initial grant, commencing June 1, 2000, and expire June 1, 2009.
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
Howard I. Bernstein
R. Scott Morrison, Jr.
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<PAGE> 13
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); (ii) the CRSP Total Return Index for the Nasdaq Stock Market; 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 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 under the
symbol SCES. All returns were calculated assuming dividend reinvestment.
SUCCESSORIES, INC.
COMPARATIVE RETURNS
[GRAPH]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
04/28/95 02/03/96 02/01/97 01/31/98 01/30/99 01/29/00
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Successories, Inc. $100 101.67 93.33 81.67 36.67 25.00
Nasdaq Stock Market $100 127.72 165.72 195.60 305.97 461.46
Nasdaq Retail Trade Stocks $100 111.00 136.33 159.07 194.49 159.38
</TABLE>
Assumes $100 invested on April 28, 1995 in Successories, Inc. common stock,
the CRSP Total Return Index for the Nasdaq Stock Market 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. Bernstein and Morrison are members of the Compensation and Stock Option
Committee. At the request of the Compensation and Stock Option Committee, Mr.
Rovansek has 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 plus travel expenses for each meeting of the Board of Directors attended.
In addition, each non-employee director
11
<PAGE> 14
receives an annual option 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
Annual Meeting of Shareholders pursuant to the Company's Option Plan. Such
options vest fully upon the first anniversary of the date of grant, pursuant to
the terms of individual option agreements. In addition, non-employee directors
receive $500 plus travel expenses for attending each meeting of Committees on
which they serve.
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. Effective December 6, 1998, Mr. Anderson's base salary increased to
$225,000. In addition, the employment agreement provides that commencing in the
fiscal year ended February 1, 1997, Mr. Anderson and the 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. Mr. Anderson and the Board of Directors have agreed to have the
Compensation and Stock Option Committee set said performance standards and
criteria. Pursuant to the agreed upon formula, Mr. Anderson received no bonus
for the fiscal year ended January 29, 2000.
In October 1998, the Company entered into an employment agreement with Gary
J. Rovansek which provides that he will receive a minimum base salary of
$225,000 per year annually for three years plus the opportunity to earn a bonus
each year. In addition, the employment agreement provides that within 30 days
after the commencement of each fiscal year, Mr. Rovansek and the Board of
Directors shall agree 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. Mr. Rovansek
and the Board of Directors have agreed to have the Compensation and Stock Option
Committee set said performance standards and criteria. Pursuant to the agreed
upon formula, Mr. Rovansek received no bonus for the fiscal year ended January
29, 2000.
In June 1999, 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 Mr. McKee shall be
eligible to participate in the bonus plans made available generally to the Chief
Executive Officer, Chief Operating Officer and senior executives of the Company.
Pursuant to the agreed upon formula, Mr. McKee received no bonus for the fiscal
year ended January 29, 2000.
Each employment agreement provides that unless either party, at least one
year prior to the conclusion of the term of employment, provides written notice
to the other party of that party's intention not to renew the employment
agreement, the term of employment is automatically extended for one additional
year. Each employment agreement provides that there is no limit on the number of
extensions of the term of employment. Under the terms of each agreement, if the
Company terminates the employment of the officer, other than for "just cause,"
or if the officer terminates his employment for "good reason," the Company shall
pay for Messrs. Anderson and Rovansek the remainder of his base salary during
the remainder of his term of employment, or for a period of one year, whichever
is greater and the Company shall pay for Mr. McKee the remainder of his base
salary during the remainder of his term of employment, or for a period of 24
months, whichever is less. "Just cause" includes (a) an act of fraud or
dishonesty by the employee; (b) a felony committed by the employee; and (c) a
material breach by the employee of his employment agreement. "Good reason"
includes (a) the assignment to the employee of duties inconsistent with his
position; (b) a reduction in his minimum base salary or benefits or breach of
the Company's obligations under the employment agreement; (c) subsequent to a
change in control, the failure by the Company to obtain from its successor the
assumption of the employment agreement; and (d) subsequent to a change in
control, any purported termination of the officer's employment not effected
pursuant to the notice provisions of the agreement.
12
<PAGE> 15
TERMINATION AGREEMENT
In September 1997, the Company entered into a termination agreement with
Steven D. Kuptsis, which was amended in August 1998 and provided that Mr.
Kuptsis would receive a cash payment equal to three quarters (3/4) of his base
salary if his employment was terminated by the Company other than for "just
cause." Mr. Kuptsis was also entitled to receive such payment in the event that
he terminated his employment due to "just cause to resign" following a change in
control of the Company. The term "just cause" was defined as the termination of
the employment of Mr. Kuptsis on account of a determination by an independent
arbitrator that Mr. Kuptsis: (i) committed an act of proven dishonesty or gross
negligence in the performance of his duties or obligations thereunder; or (ii)
committed a material act of misfeasance or malfeasance, disloyalty or breach of
trust with respect to the Company or its affiliates. Under the terms of the
agreement "just cause to resign" meant that Mr. Kuptsis could resign his
position following a change in (a) the ownership of the Company, (b) the
effective control of the Company, or (c) the ownership of a substantial portion
of the assets of the Company, if he determined that continued employment with
the Company would not be in his best professional or career interests.
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.
During the fiscal year ended January 29, 2000, the Company incurred
professional fees of $128,448 for services provided by Vedder, Price, Kaufman &
Kammholz, a law firm of which Guy E. Snyder is a partner. Mr. Snyder was a
Director of the Company until October 18, 1999. The Company also paid consulting
fees of $48,381 to the accounting firm of Coyle, Fanning & Company, of which
Seamas T. Coyle is a partner and who was a Director of the Company until October
18, 1999.
During the fiscal year ended January 29, 2000, the Company sold 503,092
shares of Series A Convertible Preferred Stock at a price of $2.425 per share.
The Jack Miller Family Limited Partnership #1, of which the general partner is
the Jack Miller Trust dated January 18, 1984, and the sole trustee of which is
Jack Miller, Chairman of the Board of the Company, and the Howard I. Bernstein
Declaration of Trust dated April 28, 1987, the trustee of which is Howard I.
Bernstein, a director of the Company, purchased an aggregate of 494,845 shares
of the Series A Convertible Preferred Stock.
During the fiscal year ended January 29, 2000, the Company sold 101,667
shares of Series B Convertible Preferred Stock at a price of $15 per share. The
Jack Miller Family Limited Partnership #1, of which the general partner is the
Jack Miller Trust dated January 18, 1984, and the sole trustee of which is Jack
Miller, Chairman of the Board of the Company, and Gary J. Rovansek, President
and Chief Executive Officer of the Company, purchased an aggregate of 51,667
shares of the Series B Convertible Preferred Stock.
Sales by the Company of the Series A and the Series B Convertible Preferred
Stock to related parties were at the same price and on the same terms and
conditions as sales of said stock to outside investors.
During the fiscal year ended January 29, 2000, the Company agreed to an
extension of certain indebtedness owed by Arnold M. Anderson, officer and
director of the Company, to the Company. On December 9, 1999, Mr. Anderson
executed a Second Amended and Restated Promissory Note in the principal amount
of $107,625 plus interest due on June 30, 2003, and payable in annual
installments, provided that annual installments shall be forgiven if the Company
meets annual target earnings. Mr. Anderson's Second Amended and Restated
Promissory Note replaces an Amended and Restated Promissory Note dated September
3, 1998, and is secured by a pledge of certain shares of common stock of the
Company beneficially owned by Mr. Anderson.
During the fiscal year ended January 29, 2000, the Company agreed to an
extension of certain indebtedness owed by Michael H. McKee, an officer of the
Company, to the Company. On December 9, 1999, Mr. McKee executed an Amended and
Restated Promissory Note in the principal amount of $25,000 plus interest due on
June 30, 2003, and payable in annual installments, provided that annual
installments shall be
13
<PAGE> 16
forgiven if the Company meets annual target earnings. Mr. McKee's Amended and
Restated Promissory Note replaces a Promissory Note dated June 5, 1997. Mr.
McKee is also indebted to the Company in the principal amount of $32,732 under
the terms of a demand note dated July 15, 1997, which provides for the payment
of annual installments of accrued unpaid interest.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
executive officers, and any persons owning 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 SEC.
To the best of the Company's knowledge, all of these filing requirements
were satisfied, except: Howard I. Bernstein, a director of the Company, filed
one late report covering his initial ownership; Michael H. McKee, Senior Vice
President and Creative Director of the Company, filed one late report covering
one transaction; R. Scott Morrison, Jr., a director of the Company, filed one
late report covering his initial ownership and one late report covering one
transaction; Gary J. Rovansek, President, Chief Executive Officer and a director
of the Company, filed one late report covering one transaction; and Kenneth
Taylor, Vice President of Operations of the Company, filed one late report
covering his initial ownership and one late report covering three transactions.
ITEM 2
PROPOSED RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of its Audit Committee, the Board of Directors
retained Arthur Andersen LLP ("Arthur Andersen") as independent accountants for
the Company to audit its consolidated financial statements of the Company for
the fiscal years ended February 1, 1997, January 31, 1998, January 30, 1999 and
January 29, 2000. On May 11, 2000, the Board of Directors engaged Crowe, Chizek
and Company, LLP ("Crowe Chizek") as independent accountants for the Company to
audit its consolidated financial statements for the fiscal year ending February
3, 2001, and to perform audit-related services. The Board has directed that the
appointment of Crowe Chizek be submitted to the shareholders for ratification.
If the shareholders do not ratify the selection of Crowe Chizek, the Audit
Committee and the Board of Directors will reconsider the appointment. The
Company has been advised by Crowe Chizek 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 ratification in
accordance with the specifications marked thereon, and will be voted in favor of
ratification if no specification is made. Ratification 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
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY, LLP AS INDEPENDENT
ACCOUNTANTS.
ACCOUNTANT INFORMATION
On May 9, 2000, the Company dismissed Arthur Andersen as its independent
auditors. On May 11, 2000, the Company engaged Crowe Chizek as its new
independent accountants to audit the Company's financial statements. The
Company's Audit Committee recommended and the Board of Directors approved the
decision to change independent accountants.
Arthur Andersen reported on the Company's financial statements for the
fiscal years ended February 1, 1997, January 31, 1998, January 30, 1999 and
January 29, 2000.
14
<PAGE> 17
The reports of Arthur Andersen on the Company's financial statements for
the fiscal years ended February 1, 1997, January 31, 1998, January 30, 1999 and
January 29, 2000, contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
In connection with its audits for the fiscal years ended February 1, 1997,
January 31, 1998, January 30, 1999, and January 29, 2000, and through May 9,
2000, there have been no disagreements with Arthur Andersen 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
Arthur Andersen would have caused them to make reference thereto in their
reports on the financial statements for such periods, and there has been no
matter that was the subject of a "reportable event" (as defined in Regulation
S-K, Item 304(a)(l)(v)).
During the fiscal years ended February 1, 1997, January 31, 1998, January
30, 1999 and January 29, 2000, and through May 11, 2000, the Company has not
consulted with Crowe Chizek 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 Arthur Andersen furnish it with a letter
addressed to the Commission stating whether it agreed with the above statements.
A copy of such letter, dated May 13, 2000, was furnished to the Company.
15
<PAGE> 18
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 2001 must be received by
the Company on or before February 5, 2001.
Additionally, if a proponent of a shareholder proposal at the Annual
Meeting of Shareholders to be held in 2001 fails to provide notice of the intent
to make such proposal by personal delivery or mail to the Secretary of the
Company on or before February 5, 2001 (or by an earlier or later date, if such
date is established by amendment to the Company's By-laws), then any proxy
solicited by management may confer discretionary authority to vote on such
proposal.
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 and the ratification of
Crowe Chizek 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, and "FOR" the
ratification of Crowe Chizek as independent accountants.
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,
/s/ Gregory J. Nowak
Gregory J. Nowak
Secretary
Aurora, Illinois
June 5, 1999
16
<PAGE> 19
[LOGO]
SUCCESSORIES
Your 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.
<TABLE>
<S> <C>
DETACH PROXY CARD HERE
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN AND
IN THE ABSENCE OF SUCH INSTRUCTIONS SHALL BE VOTED FOR ELECTION OF THE
DIRECTOR NOMINEES DESCRIBED IN ITEM (1) AND FOR ITEM (2), IF OTHER
BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN
ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXIES OR 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.
[LOGO]
SUCCESSORIES
If you plan to personally attend the
Annual Meeting of Shareholders on July 25,
2000, please check the box below and list
name(s) of attendee(s) on reverse side.
Dated , 2000 Return this sub in the enclosed envelope
------------------- with your completed proxy card.
--------------------------------
--------------------------------
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. I do plan to attend the meeting. [ ]
</TABLE>
<PAGE> 20
PROXY SUCCESSORIES, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 25, 2000
The undersigned shareholder of Successories, Inc. does hereby acknowledge
receipt of Notice of said Annual Meeting and accompanying Proxy Statement and
constitutes and appoints Jack Miller, Gary J. Rovansek and Gregory J. Nowak, or
any one 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 Tuesday, July 25, 2000 at 10:00
A.M., Central Daylight Savings Time, and at any adjournments thereof, at
Stonebridge Country Club, 2705 Stonebridge Boulevard, Aurora, Illinois 60504.
(1) The election of the following Directors Class I, Howard I. Bernstein and
Lawrence A. Hodges; Class II, Leslie Nathanson Juris and R. Scott Morrison,
Jr., and Class III, Jack Miller.
[ ] FOR ALL NOMINEES EXCEPT NOMINEE(S) WRITTEN IN SPACE BELOW:
---------------------------------------------------------------------------
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
(2) The proposal to ratify the appointment of Crowe, Chizek and Company, LLP
as independent accountants for the fiscal year ending February 3, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) As such proxies may in their discretion determine upon such other matters
as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on reverse side)
