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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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 Section240.14a-11(c) or
Section240.14a-12
ULTIMATE ELECTRONICS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
ULTIMATE ELECTRONICS, INC.
321A WEST 84TH AVENUE
THORNTON, COLORADO 80221
September 9, 1999
Dear Stockholder,
You are cordially invited to attend a special meeting of stockholders of
Ultimate Electronics, Inc. (the "Company") to be held at 10:00 a.m. on September
29, 1999 at the Company's Thornton store, 321 West 84th Avenue, Suite A,
Thornton, Colorado 80221.
At the special meeting, the Company will ask the stockholders to approve and
adopt an amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the authorized number of shares of the Company.
Whether you plan to attend the special meeting or not, it is important that
you promptly complete, sign, date and return the enclosed proxy card in
accordance with the instructions set forth on the card. This will ensure your
proper representation at the special meeting.
Sincerely,
William J. Pearse
CHAIRMAN OF THE BOARD
YOUR VOTE IS IMPORTANT.
PLEASE REMEMBER TO RETURN YOUR PROXY PROMPTLY.
<PAGE>
ULTIMATE ELECTRONICS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 29, 1999
To the Stockholders of Ultimate Electronics, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Ultimate
Electronics, Inc., a Delaware corporation (the "Company"), will be held on
September 29, 1999 at the Company's Thornton store, 321 West 84th Avenue, Suite
A, Thornton, Colorado 80221 at 10:00 a.m. for the following purposes:
1. To amend the Company's Amended and Restated Certificate of Incorporation to
increase the authorized number of shares from 20,000,000 to 25,000,000, of
which the number of shares of common stock, each with a par value of $.01,
shall be increased from 10,000,000 to 15,000,000 and the number of shares of
preferred stock, each with a par value of $.01, shall remain at 10,000,000.
2. To transact such other business as may be properly brought before the
special meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on September 3, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at the special meeting and at any adjournments thereof. A list of such
stockholders will be available for inspection at the place of the special
meeting, during ordinary business hours for the ten-day period prior to the
special meeting. All stockholders are cordially invited to attend the special
meeting.
HOWEVER, TO ENSURE YOUR REPRESENTATION, YOU ARE REQUESTED TO COMPLETE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE PROXY CARD. A RETURN ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
BY ORDER OF THE BOARD OF DIRECTORS
Alan E. Kessock, Secretary
Thornton, Colorado
September 29, 1999
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ULTIMATE ELECTRONICS, INC.
321A WEST 84TH AVENUE
THORNTON, COLORADO 80221
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Ultimate Electronics, Inc. (the "Company"), a Delaware
corporation, of proxies, in the accompanying form, to be used at the special
meeting of stockholders to be held at the Company's Thornton store, 321 West
84th Avenue, Suite A, Thornton, Colorado 80221 on September 29, 1999 at 10:00
a.m., and any adjournments thereof (the "Meeting").
Where the stockholder specifies a choice on the proxy as to how his or her
shares are to be voted, the shares will be voted accordingly. If no choice is
specified, the shares will be voted FOR the amendment of the Company's Amended
and Restated Certificate of Incorporation to increase the authorized number of
shares of the Company from 20,000,000 to 25,000,000, of which the number of
shares of common stock, each with a par value of $.01, ("Common Stock") shall be
increased from 10,000,000 to 15,000,000, and the number of shares of preferred
stock, each with a par value of $.01, ("Preferred Stock") shall remain at
10,000,000. A proxy may be revoked by written instrument delivered to the
Company at any time before the proxy is voted. Any stockholder who has executed
a proxy but is present at the meeting, and who wishes to vote in person, may do
so by revoking his or her proxy as described in the preceding sentence. Shares
represented by valid proxies in the form enclosed, received in time for use at
the meeting and not revoked at or prior to the meeting, will be voted at the
meeting.
The presence, in person or by proxy, of the holders of not less than
one-third of the outstanding shares of the Company's Common Stock, is necessary
to constitute a quorum at the meeting. With respect to the tabulation of proxies
for purposes of constituting a quorum, abstentions and broker non-votes are
treated as present. The affirmative vote of a majority of the outstanding shares
of Common Stock present in person or represented by proxy at the meeting will be
required to approve the amendment to the Company's Amended and Restated
Certificate of Incorporation increasing the number of authorized shares of the
Company from 20,000,000 to 25,000,000, of which the number of shares of Common
Stock shall be increased from 10,000,000 to 15,000,000 and the number of shares
of Preferred Stock shall remain at 10,000,000. With respect to the tabulation of
proxies for purposes of the proposal to amend the Company's Amended and Restated
Certificate of Incorporation, abstentions and broker non-votes are treated as
votes against the proposal.
The close of business on September 3, 1999 has been fixed as the record date
for determining the stockholders entitled to notice of and to vote at the
meeting. As of that date, the Company had 8,237,394 shares of Common Stock
outstanding and entitled to vote and no shares of Preferred Stock outstanding
and entitled to vote. Holders of Common Stock are entitled to one vote per share
on all matters to be voted on by stockholders. This Proxy Statement and the
accompanying proxy are being mailed on or about September 9, 1999 to all
stockholders entitled to notice of and to vote at the meeting.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their expenses
in forwarding proxy material to such beneficial owners. Solicitation of proxies
by mail may be supplemented by telephone, telegram, telex, and personal
solicitation by the directors, officers or employees of the Company. No
additional compensation will be paid to directors, officers or employees for
such solicitation.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding beneficial ownership of
the Company's Common Stock and stock options exercisable within sixty days of
August 1, 1999 held by (i) each person or group of persons known by the Company
to own beneficially five percent (5%) or more of the outstanding shares of
<PAGE>
Common Stock, (ii) each director and nominee for director of the Company, (iii)
the chief executive officer and each of the next four highest paid executive
officers and (iv) all executive officers and directors of the Company as a
group. All information is taken from or based upon ownership filings made by
such persons with the Commission or upon information provided by such persons to
the Company. Unless otherwise indicated, the stockholders listed below have sole
voting and investment power with respect to the shares reported as owned.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP CLASS
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<S> <C> <C>
William J. Pearse(2).................................................. 1,097,300 13.33%
Barbara A. Pearse(3).................................................. 1,070,000 13.00%
Various family trusts of William and Barbara Pearse(4)................ 960,000 11.66%
J. Edward McEntire(5)................................................. 119,600 1.45%
David J. Workman(6)................................................... 137,200 1.67%
Alan E. Kessock(7).................................................... 85,781 1.04%
Neal A. Bobrick(8).................................................... 70,466 *
Robert Beale(9)....................................................... 20,000 *
Randall F. Bellows(10)................................................ 25,000 *
All directors and officers as a group (7 persons)..................... 1,555,347 18.89%
STOCKHOLDERS
Dimensional Fund Advisors, Inc.(11)................................... 487,100 5.92%
</TABLE>
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* less than 1%.
(1) The address of each such persons, unless otherwise noted, is c/o Ultimate
Electronics, Inc., 321 West 84th Avenue, Suite A, Thornton, Colorado 80221.
(2) Includes 27,300 shares obtainable upon exercise of options and excludes
1,070,000 shares of Common Stock owned by Mr. Pearse's wife, Barbara A.
Pearse, as to which shares he may be deemed a beneficial owner.
(3) Excludes 1,070,000 shares of Common Stock and 27,300 Shares obtainable upon
exercise of options owned by Ms. Pearse's husband, William J. Pearse, as to
which shares she may be deemed a beneficial owner.
(4) Mr. Thomas Hoffman, SKB Business Services, 6530 South Yosemite, Englewood,
Colorado 80111, is the trustee of the various family trusts with sole voting
and dispositive power over the shares held in the trusts.
(5) Includes 102,500 shares obtainable upon exercise of options.
(6) Includes 134,746 shares obtainable upon exercise of options and 2,454 shares
held under the Company's 401(k) Plan.
(7) Includes 53,053 shares obtainable upon exercise of options and 9,728 shares
held under the Company's 401(k) Plan.
(8) Includes 58,776 shares obtainable upon exercise of options and 2,690 shares
held under the Company's 401(k) Plan.
(9) Includes 18,000 shares obtainable upon exercise of options.
(10) Includes 14,000 shares obtainable upon exercise of options.
(11) According to Form 13G dated February 11, 1999, Dimensional Fund Advisors,
an investment advisor, organized under the laws of the state of Delaware,
located at 1299 Ocean Avenue, Santa Monica, California 90401, holds 487,100
shares of Company Common Stock.
2
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AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") authorizes the issuance of 20,000,000 shares, of
which 10,000,000 shares are shares of common stock, each with a par value of
$.01, and 10,000,000 shares are shares of preferred stock, each with a par value
of $.01. As of August 24, 1999, the Board of Directors of the Company approved
an amendment to the Company's Amended and Restated Certificate of Incorporation
to increase the authorized number of shares of the Company from 20,000,000 to
25,000,000, of which the number of shares of common stock, each with a par value
of $.01 ("Common Stock"), shall be increased from 10,000,000 to 15,000,000 and
the number of shares of preferred stock, each with a par value of $.01
("Preferred Stock"), shall remain at 10,000,000 and the submission of the
proposed amendment to the stockholders at the meeting called for that purpose.
PURPOSE AND EFFECT OF THE AMENDMENT
The general purpose and effect of the proposed amendment to the Company's
Amended and Restated Certificate of Incorporation will be to authorize 5,000,000
additional shares of the Company, of which the number of shares of Common Stock
shall be increased to 15,000,000 and the number of shares of Preferred Stock
shall remain unchanged. The Board of Directors believes that it is prudent to
have the additional shares of Common Stock available for general corporate
purposes, including acquisitions, equity financings, grants of stock options,
payment of stock dividends, stock splits or other recapitalizations. In
particular, the Board of Directors is contemplating raising additional capital
for general corporate purposes and future expansion which could involve issuance
of additional shares of Common Stock in the near future. At this time the
Company does not have a sufficient number of shares of Common Stock authorized
in its Certificate of Incorporation to permit the Company to implement
additional financing using Common Stock. To permit future financing with Common
Stock, as well as providing additional shares for acquisitions, grants of stock
options, payment of stock dividends, stock splits or other recapitalizations,
the Board has approved this proposal and is recommending it unanimously to the
stockholders. If the proposal is approved at the meeting the Board will
consider, when deciding whether to issue additional shares of Common Stock, the
price obtainable, dilution to existing shareholders, potentially increased
liquidity of the Company's Common Stock, the extent of the need for additional
financing to fund the Company's growth, and the terms and availability and
alternative sources of financing, among other factors.
The Company currently has 20,000,000 authorized shares, of which 10,000,000
are shares of Common Stock and 10,000,000 of which are shares of Preferred
Stock. As of August 1, 1999, the Company had 8,232,645 shares of Common Stock
issued and outstanding and no shares of Preferred Stock issued and outstanding,
and of the remaining 1,767,355 authorized but unissued shares of Common Stock,
the Company has reserved approximately 884,668 shares in connection with the
possible exercise of outstanding options, and 119,850 shares available for
grants under the Company's option plans.
Except in connection with the reserved shares described above, the Company
currently has no arrangements or understandings for the issuance of additional
shares of the Company, although opportunities for equity financings and
acquisitions could arise at any time. If the Board of Directors deems it to be
in the best interest of the Company and the stockholders to issue additional
shares of the Company in the future, the Board of Directors generally will not
seek further authorization by vote of the stockholders, unless such
authorization is otherwise required by law or regulations.
The increase in the authorized number of shares of the Company could have an
anti-takeover effect. If the Company's Board of Directors desired to issue
additional shares in the future, such issuance could dilute the voting power of
a person seeking control of the Company, thereby deterring or rendering more
3
<PAGE>
difficult a merger, tender offer, proxy contest or an extraordinary corporate
transaction opposed by the Company.
THE BOARD OF DIRECTORS RECOMMENDS THE APPROVAL OF THE AMENDMENT TO THE
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED
SHARES OF THE COMPANY FROM 20,000,000 TO 25,000,000, OF WHICH THE NUMBER OF
SHARES OF COMMON STOCK SHALL BE INCREASED FROM 10,000,000 TO 15,000,000 AND THE
NUMBER OF SHARES OF PREFERRED STOCK SHALL REMAIN AT 10,000,000.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented to
the meeting. If any other business is properly brought before the meeting, it is
intended that proxies in the enclosed form will be voted in respect thereof in
accordance with the judgment of the persons voting the proxies.
STOCKHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy materials relating to
the 2000 Annual Meeting of Stockholders, stockholder proposals must be received,
marked for the attention of: Secretary, Ultimate Electronics, Inc., 321A West
84th Avenue, Thornton, Colorado 80221, no later than February 16, 2000.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING,
YOU ARE URGED TO FILL OUT, SIGN, DATE AND RETURN THE
ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.
By order of the Board of Directors:
Alan E. Kessock, Secretary
Thornton, Colorado
September 9, 1999
4
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ULTIMATE ELECTRONICS, INC.
321A West 84th Avenue
Thornton, Colorado 80221
THIS PROXY IS BEING SOLICITED BY
ULTIMATE ELECTRONICS, INC.'S BOARD OF DIRECTORS
The undersigned, revoking previous proxies relating to these shares, hereby
acknowledges receipt of the Notice and Proxy Statement dated September 9, 1999
in connection with the special meeting to be held at 10:00 a.m. on September 29,
1999 at the Company's Thornton store, 321 West 84th Avenue, Suite A, Thornton,
Colorado 80221 and hereby appoints William J. Pearse, J. Edward McEntire, David
J. Workman and Alan E. Kessock, or any of them, with full power of substitution,
to vote all shares of the Common Stock of Ultimate Electronics, Inc. registered
in the name provided herein which the undersigned is entitled to vote at the
1999 special meeting of stockholders, and at any adjournment or adjournments
thereof, with all the powers the undersigned would have if personally present.
Without limiting the general authorization hereby given, said proxies are, and
each of them is, instructed to vote or act as follows on the proposals set forth
in said proxy.
This Proxy when executed will be voted in the manner directed herein. If no
direction is made this Proxy will be voted FOR the amendment of the Amended and
Restated Certificate of Incorporation to increase the authorized number of
shares. With respect to the tabulation of proxies for purposes of the proposal
to amend the Company's Amended and Restated Certificate of Incorporation to
increase the authorized number of shares, abstentions and broker non-votes are
treated as votes against the proposal.
In their discretion the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournments thereof.
SEE REVERSE SIDE FOR THE PROPOSAL. If you wish to vote in accordance with
the Board of Directors' recommendations, just sign on the reverse side. You need
not mark any boxes.
[SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE]
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
The Board of Directors recommends a vote FOR the amendment.
1. Amendment of Restated Certificate of Incorporation to increase the number of
authorized shares.
/ / FOR / / AGAINST / / ABSTAIN
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW / /
Please sign exactly as name(s) appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
Signature: _______________________
Date _____________________________
Signature: _______________________
Date _____________________________
Change of Address:
