<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 sec. 240.14a-11(c) or sec. 240.14a-12
BOLLINGER INDUSTRIES
- --------------------------------------------------------------------------------
(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)(l) 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:
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(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
[BOLLINGER INDUSTRIES LETTERHEAD]
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Bollinger Industries, Inc. (the "Company"), to be held Thursday, October 2,
1997, at 10:00 a.m., local time, at the Radisson Suite Hotel - Arlington, 700
Avenue H. East, Arlington, TX 76011. A Notice of Annual Meeting, Proxy
Statement, and form of proxy relating to the Annual Meeting are enclosed with
this letter. A copy of the Company's Fiscal 1997 Annual Report (10-K) is also
enclosed.
We urge you to read this material carefully. It is important that
your shares are represented at the Annual Meeting whether or not you plan to
attend. We encourage you to complete, sign and date the proxy and return it in
the enclosed envelope at your earliest convenience.
Sincerely,
/s/ GLENN D. BOLLINGER
----------------------
Glenn D. Bollinger
Chairman of the Board
/s/ BOBBY D. BOLLINGER
-----------------------
Bobby D. Bollinger
President
Grand Prairie, Texas
September 11, 1997
<PAGE> 3
BOLLINGER INDUSTRIES, INC.
602 FOUNTAIN PARKWAY
GRAND PRAIRIE, TEXAS 75050
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 2, 1997
To the Stockholders of
BOLLINGER INDUSTRIES, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of
Bollinger Industries, Inc., a Delaware corporation (the "Company"), will be
held on Thursday, October 2, 1997, beginning at 10:00 a.m., local time, at the
Radisson Suite Hotel - Arlington, 700 Avenue H. East, Arlington, TX 76011 for
the following purposes:
1. To elect five directors to serve until the next Annual Meeting of
Stockholders or until their successors are elected and qualified;
and
2. To transact any other business as may properly come before the
Annual Meeting or any postponements or adjournments thereof.
The Board of Directors has fixed the close of business on August 28,
1997, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof. Only
stockholders of record at the close of business on the record date are entitled
to notice of and to vote at the meeting. A complete list of such stockholders
will be available for inspection at the offices of the Company in Grand
Prairie, Texas, during regular business hours for a period of ten days before
the meeting.
All stockholders are cordially invited to attend the meeting.
STOCKHOLDERS ARE URGED, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, TO
COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY AND TO RETURN IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID RETURN ENVELOPE. You may revoke the proxy at any time
before the proxy is exercised by delivering written notice of revocation to the
Secretary of the Company, by delivering a subsequently dated proxy or by
attending the meeting and withdrawing the proxy.
By Order of the Board of Directors
/s/ ROSE TURNER
----------------
Rose Turner
Secretary
Grand Prairie, Texas
September 11, 1997
<PAGE> 4
BOLLINGER INDUSTRIES, INC.
602 FOUNTAIN PARKWAY
GRAND PRAIRIE, TEXAS 75050
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 2, 1997
This Proxy Statement is furnished to stockholders of Bollinger
Industries, Inc., a Delaware corporation ("Bollinger" or the "Company"), in
connection with the solicitation of proxies on behalf of the Board of Directors
of the Company for use at the annual meeting of stockholders to be held on
October 2, 1997, and at any postponements or adjournments thereof. Proxies in
the form enclosed will be voted at the meeting if properly executed, returned
to the Company prior to the meeting and not revoked. The approximate date on
which this Proxy Statement and the enclosed proxy card will first be sent to
stockholders is September 11, 1997.
REVOCABILITY OF PROXY
Your proxy may be revoked at any time before it is voted by delivering
written notice of revocation to the Secretary of the Company, by delivering a
subsequently dated proxy or by attending the meeting and withdrawing the proxy.
Your attendance at the meeting will not constitute automatic revocation of the
proxy.
ACTION TO BE TAKEN AT THE MEETING
The accompanying proxy, unless the stockholder otherwise specifies in
the proxy, will be voted (i) for the election as directors of the nominees
listed under "Election of Directors" and (ii) at the discretion of the proxy
holders, on any other matter that may properly come before the meeting or any
postponements or adjournments thereof.
Where stockholders have appropriately specified how their proxies are
to be voted, they will be voted accordingly. If any other matter of business
is brought before the meeting, the proxy holders may vote the proxies at their
discretion. The directors do not know of any such other matter or business.
OUTSTANDING CAPITAL STOCK
The record date for stockholders entitled to vote at the annual
meeting is August 28, 1997. At the close of business on that day, there were
4,000,210 shares of the Company's Common Stock, $0.01 par value ("Common
Stock"), outstanding and entitled to vote at the meeting.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock is necessary to constitute a quorum at
the meeting. In deciding all questions, a holder of Common Stock is entitled
to one vote, in person or by proxy, for each share held in his or her name on
the record date. At all meetings of the stockholders, except where the
provision is made by law or by the Company's Certificate of Incorporation or
Bylaws, all matters shall be decided by the vote of a majority of the votes
cast by the stockholders present in person or by proxy and entitled to vote
thereon. Abstentions will be included in vote totals and, as such, will have
the same effect on each proposal other than the election of directors as a
negative vote. Broker non-votes, if any, will not be included in vote totals
and, as such, will have no effect on any proposal.
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<PAGE> 5
PERSONS MAKING THE SOLICITATION
The accompanying proxy is being solicited by the Board of Directors of
the Company. The cost of soliciting your proxy will be borne entirely by the
Company and no other person or persons will bear such costs either directly or
indirectly. In addition to the use of the mails, proxies may be solicited by
personal interview, telephone and telegram by directors, officers and employees
of the Company.
SECURITY OWNERSHIP OF
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the shares of Common Stock of the Company, as of August
28, 1997, by (i) each director, (ii) the Company's chief executive officer and
two other most highly compensated executive officers in fiscal 1997, (iii) all
officers and directors of the Company as a group, and (iv) each person deemed
to beneficially own more than five percent of the outstanding shares of Common
Stock. Except as otherwise indicated, each stockholder identified in the table
has sole voting and investment power with respect to its or his shares.
<TABLE>
<CAPTION>
SHARES OWNED
-----------------------------------
NAME NUMBER PERCENTAGE
---- ------ ----------
<S> <C> <C>
Glenn D. Bollinger (1)(2) 1,885,563 47.1
Bobby D. Bollinger (1)(3) 1,885,563 47.1
James A. Burgin (4) 8,500 *
John L. Maguire (5) 62,333 1.6
Richard J. Tucker -- *
Stephen L. Parr 2,500 *
All directors and executive officers
as a group (11 persons) (6) (7) (8) 2,413,281 60.3%
</TABLE>
- ----------------
* Less than 1% of the outstanding shares of Common Stock.
(1) Business mailing address is the 602 Fountain Parkway, Grand Prairie, TX
75050.
(2) Includes: (i) 425,069 shares over which Glenn Bollinger has sole voting
and investment control; (ii) 436,000 shares held by Glenn Bollinger
Family Enterprises, Ltd., a Texas limited partnership, over which Glenn
Bollinger has shared voting and investment power because he and his
brother Bobby Bollinger each own 49.5% of the outstanding stock of the
sole general partner; (iii) 436,000 shares held by Bob Bollinger Family
Enterprises, Ltd., a Texas limited partnership, over which Glenn
Bollinger has shared voting and investment power because he and his
brother Bobby Bollinger each own 49.5% of the outstanding stock of the
sole general partner; and (iv) 588,494 shares held by the trustees of the
Company's 401(K) Plan, successor to the Company's Employee Stock
Ownership Plan (the "401(K) Plan"), including Glenn Bollinger, and over
which he has shared voting and investment power. Neither the inclusion of
shares owned by Bob Bollinger Family Enterprises, Ltd., nor the inclusion
of any 401(K) Plan shares not allocated to Glenn Bollinger's 401(K)
participant account is to be construed as an admission that he is the
beneficial owner of such shares.
(3) Includes: (i) 425,069 shares over which Bobby Bollinger has sole voting
and investment control; (ii) 436,000 shares held by Bob Bollinger Family
Enterprises, Ltd., a Texas limited partnership, over which Bobby
Bollinger has shared voting and investment power because he and his
brother Glenn Bollinger each own 49.5% of the outstanding stock of the
sole general partner; (iii) 436,000 shares held by Glenn Bollinger Family
Enterprises, Ltd., a Texas limited partnership, over which Bobby
Bollinger has shared voting and investment power because he and his
brother Glenn Bollinger each
2
<PAGE> 6
own 49.5% of the outstanding stock of the sole general partner; and (iv)
588,494 shares held by the trustees of the 401(K) Plan, including Bobby
Bollinger, over which he has shared voting and investment power. Neither
the inclusion of shares owned by Glenn Bollinger Family Enterprises,
Ltd., nor the inclusion of any 401(K) Plan shares not allocated to Bobby
Bollinger's 401(K) participant account is to be construed as an admission
that he is the beneficial owner of such shares.
(4) Includes options to purchase 8,500 shares of Common Stock that are
currently exercisable or will be exercisable within sixty days.
(5) Includes options to purchase 54,999 shares of Common Stock that are
currently exercisable or will be exercisable within sixty days. Does not
include 1,000 shares of Common Stock held in trust for which the
reporting person is the trustee and is a contingent beneficiary. The
reporting person disclaims beneficial ownership of these shares.
(6) Includes options to purchase 86,499 shares of Common Stock that are
currently exercisable or will be exercisable within sixty days.
(7) Shares which are included beneficially under both Glenn and Bobby
Bollinger are only included once in the group total.
(8) Includes 1,300 and 100 shares of Common Stock, respectively, beneficially
owned by two executive officers of the Company, which are held by brokers
as custodians for the officers' individual retirement accounts.
ELECTION OF DIRECTORS
Five directors are to be elected at the annual meeting. To be elected
a director, each nominee must receive a majority of all of the votes cast at
the meeting for the election of directors. Should any nominee become unable or
unwilling to accept nomination or election, the proxy holders may vote the
proxies for the election, in his or her stead, of any other person the Board of
Directors may recommend.
The Board of Directors' nominations for directors of the company are
set forth in the following table. Each nominee has expressed his intention to
serve the entire term for which election is sought.
<TABLE>
<CAPTION>
YEAR FIRST
BECAME
NAME AGE DIRECTOR
- ---- --- --------
<S> <C> <C>
Glenn D. Bollinger (1) . . . . . . . . . . . . . . . . . . . . . 47 . . . . . . . . . . . . . . . . 1979
Bobby D. Bollinger (1) . . . . . . . . . . . . . . . . . . . . . 44 . . . . . . . . . . . . . . . . 1979
John L. Maguire (3) . . . . . . . . . . . . . . . . . . . . . . 66 . . . . . . . . . . . . . . . . 1993
Richard J. Tucker (1) (2) (3) (4) (5) . . . . . . . . . . . . . 49 . . . . . . . . . . . . . . . . 1995
Stephen L. Parr (2) (3) (4) (5) . . . . . . . . . . . . . . . . 54 . . . . . . . . . . . . . . . . 1995
</TABLE>
- -----------------
(1) Member of the Executive Committee
(2) Member of the Compensation Committee
(3) Member of the Audit Committee
(4) Member of the Stock Option Committee
(5) Independent director
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<PAGE> 7
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
SUCH NOMINEES.
Each director of the Company serves until the next annual meeting of
the Company's stockholders or until his successor is elected and duly
qualified. Each independent director receives a fee of $10,000 annually and is
reimbursed for out-of-pocket expenses incurred in connection with attendance at
Board of Directors and committee meetings. Each independent director was
granted options to purchase 8,333 shares of Common Stock at the time he began
serving on the Board of Directors.
Set forth below is certain information concerning each of the persons
nominated for election as directors of the Company.
Glenn D. Bollinger is a co-founder of the Company and has served as
Chairman of the Board and Chief Executive Officer since 1979. Mr. Bollinger is
primarily responsible for the Company's overall operations, including in
particular inventory, manufacturing and warehousing. Mr. Bollinger is subject
to an order of permanent injunction entered by the United States District Court
for the District of Columbia, which order enjoins him from engaging in any
conduct which would constitute violations of various provisions of the
Securities Exchange Act of 1934, specifically, Sections 10(b), 13(a), 13(b),
and various rules promulgated thereunder. It does not preclude or otherwise
limit his participation as an executive officer or director of the Company.
The order arose out of an action filed by the Securities and Exchange
Commission on September 30, 1996, complaining of certain transactions with
three customers of the Company, which occurred during the Company's fiscal
years ended March 31, 1994 and 1995. Mr. Bollinger agreed to the entry of the
order without admitting or denying that he committed any violations of law.
Bobby D. Bollinger is a co-founder of the Company and has served as
Vice Chairman of the Board and President since 1979. Mr. Bollinger is
primarily responsible for sales, marketing and product development. Mr.
Bollinger is Glenn Bollinger's brother.
John L. Maguire became a director in September 1993 and served as
interim Chief Financial Officer from August 1992 to August 1993. In addition,
the Company is currently retaining Mr. Maguire as a consultant on certain
financial matters and acquisitions. Mr. Maguire is a certified public
accountant. Since 1982, he has been self-employed, concentrating on private
family investments. He was previously Chief Financial Officer of Tyson Foods,
Inc., for 12 years. Mr. Maguire was a director of Arkansas Equity Growth Fund,
Inc., a publicly held investment company which was liquidated in July 1993 and
subsequently dissolved.
Richard J. Tucker became a Director in July of 1995. In addition, the
Company is retaining Mr. Tucker as a consultant on certain financial and other
matters. Mr. Tucker is the Chairman and Chief Executive Officer of First
Fidelity Acceptance Corporation, a nationwide automobile finance company
headquartered in Plano, Texas. Mr. Tucker has been employed by First Fidelity
for approximately four years. Prior to First Fidelity, Mr. Tucker was
President of two holding companies, EntreCap International, Inc., and Asset
International Management Group, Inc.
Stephen L. Parr became a Director of the Company in November 1995.
Mr. Parr is currently President of Navigator Capital Management, LLC. Mr. Parr
was previously a Vice President of Goldman Sachs where he was an international
specialist. Mr. Parr was with Goldman Sachs from 1977 to 1995. Mr. Parr
serves on the Board of Directors of the following organizations: DayStar
Digital, a Georgia computer company; Corphealth, Inc., a Texas behavioral
healthcare company; and Nextex, Inc., an Alabama electronics company.
4
<PAGE> 8
BOARD MEETINGS, ATTENDANCE AND COMMITTEES
The Board of Directors met two times during the fiscal year ended
March 31, 1997, and all directors attended the meetings. The Board took all
other actions by unanimous written consent during fiscal 1997. In addition,
all directors attended at least 75% of all meetings of each of the committees
on which they served.
The Board of Directors has an Executive Committee, an Audit Committee,
a Compensation Committee, and a Stock Option Committee. Messrs. Glenn
Bollinger and Bobby Bollinger served on the Executive Committee during fiscal
1997. Mr. Tucker joined the Executive Committee during July 1995 and is
currently Chairman of this Committee. Subject to statutory limitations, the
Executive Committee is authorized to exercise the powers of the Board of
Directors between regular meetings. The Executive Committee held numerous
meetings via telephonic conferences during 1997 and took certain other actions
by written consent.
The Audit Committee was composed of Messrs. Maguire, Tucker and Parr
during fiscal 1997, with Mr. Parr serving as its chairman. The Audit Committee
is responsible for reviewing the scope of the independent auditors'
examinations of the Company's financial statements and receiving and reviewing
their reports. The Audit Committee also meets with the independent auditors
and has the authority to conduct internal audits and investigations, receive
recommendations or suggestions for changes in accounting procedures, and
initiate or supervise any special investigations it may choose to undertake.
The Audit Committee met two times during fiscal 1997.
Messrs. Tucker and Parr served on the Compensation Committee during
fiscal 1997, and Mr. Tucker was its chairman. The Compensation Committee
determines the Company's policy with respect to the nature and amount of all
compensation of the Company's officers, and will at least annually prepare a
compensation report in accordance with rules promulgated by the Securities and
Exchange Commission ("SEC"). The Compensation Committee met once during fiscal
year 1997.
The Board also has a Stock Option Committee to administer the
Bollinger Industries 1993 Stock Option Plan. Messrs. Parr and Tucker served on
the Stock Option Committee, with Mr. Parr as its chairman. The Stock Option
Committee did not meet during fiscal 1997 but took actions by unanimous written
consent.
5
<PAGE> 9
EXECUTIVE OFFICERS
The following persons are the executive officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Glenn D. Bollinger 47 Chairman of the Board and Chief Executive Officer
Bobby D. Bollinger 44 Vice Chairman of the Board and President
Rose Turner 40 Senior Vice President - Finance, Chief Financial Officer,
Treasurer and Secretary
James A. Burgin 55 Executive Vice President - Sales
Jack P. Carrithers 49 Executive Vice President - Marketing
Dell K. Bollinger 70 Senior Vice President - Administration
David Barr 38 Executive Vice President - Product Acquisition
Floyd L. DePauw 47 Controller and Chief Accounting Officer
</TABLE>
Set forth below is a description of the business experience of each of
the executive officers.
Information concerning the business experience of Glenn Bollinger is
provided in the section entitled "Election of Directors".
Information concerning the business experience of Bobby Bollinger is
provided in the section entitled "Election of Directors".
Rose Turner became Senior Vice President - Finance, Chief Financial
Officer, Treasurer and Secretary of the Company in January 1997. Ms. Turner is
a certified public accountant. Ms. Turner was most recently employed by
Mission Foods, a division of Gruma Corporation, a privately held company
headquartered in Los Angeles, California. Mission Foods is a food
manufacturing firm with operations throughout the United States. Ms. Turner
served as Regional Controller, Southwest Region, for the past four years. She
was employed by a variety of food manufacturing companies for approximately
seventeen years in increasing roles of responsibility.
James A. Burgin became Vice President - Sales in December 1993. He
became Executive Vice President of Sales in November 1994. Before joining the
Company, Mr. Burgin was Executive Vice President of Dynamic Classics, Ltd.,
distributor of fitness products. Mr. Burgin was employed by Dynamics for
approximately three years. Prior to Dynamic, Mr. Burgin was employed by
various companies in the fitness and toy industries for approximately twenty
years.
Jack P. Carrithers became acting Vice President - Marketing in
December 1993 and was elected Vice President - Marketing in May 1994. He
became Executive Vice President in November, 1994. Before joining the Company,
Mr. Carrithers was a Vice President and Creative Director of Penny & Speier
Advertising Agency from July 1991 to November 1993. Prior to that employment,
he was an Executive Vice President and Creative Director of Evans
Communications for six years. In these past positions, Mr.
6
<PAGE> 10
Carrithers had responsibility for developing marketing and advertising programs
and materials for a broad range of products and services.
Dell K. Bollinger became involved in the Company's business when it
was founded by her sons, Glenn and Bobby Bollinger, in 1974. Mrs. Bollinger
has served as a Vice President of the Company since 1979.
David Barr became Vice President - Product Development in July 1994
and became Executive Vice President of New Products and Product Acquisition in
August 1996. Prior to joining the Company, Mr. Barr was Vice President and
Owner of New Zone Corporation, a privately held distributor of children's
safety and related products. Prior to that employment Mr. Barr held various
positions at Tandy Corporation, Fort Worth, Texas, including Director of
Marketing for Computer City.
Floyd L. DePauw became Controller and Chief Accounting Officer in
October 1996. Mr. DePauw is a certified public accountant. Before joining the
Company, Mr. DePauw was most recently the Controller of Taylor Publishing
Company, a subsidiary of Insilco Corporation, a publicly owned company. He was
employed by Taylor in a variety of accounting positions for approximately 16
years. Prior to Taylor, Mr. DePauw was employed by Zoecon Industries, Inc., a
chemical manufacturer, for approximately five years.
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION TABLE
The following table summarizes the compensation paid to the Company's
chief executive officer and the Company's two other most highly compensated
executive officers for services rendered in all capacities to the Company
during fiscal 1997, 1996 and fiscal 1995.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
ALL OTHER
NAME AND SALARY BONUS OTHER ANNUAL COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION (1) OPTIONS (#) ($)
- ------------------ ---- --- --- -------------- ----------- ---
<S> <C> <C> <C> <C> <C> <C>
Glenn D. Bollinger . . . . . . . 1997 $275,717 -- -- -- --
Chairman of the Board and . . 1996 275,717
Chief Executive Officer . . . 1995 275,735 -- -- -- --
Bobby D. Bollinger . . . . . . . 1997 275,717 -- -- -- --
Vice Chairman of the . . . . 1996 275,717
Board and President . . . . . 1995 275,735 -- -- -- --
James A. Burgin . . . . . . . . 1997 118,120 3,008 -- -- --
Executive Vice President . . 1996 118,024 -- -- -- --
Sales . . . . . . . . . . . . 1995 78,462 18,748 -- 5,000 --
John T. Pryor . . . . . . . . . 1997 109,723 -- -- 25,000 --
Former CFO- . . . . . . . . . 1996 -- -- -- -- --
Senior Vice President . . . . 1995 -- -- -- -- --
</TABLE>
(1) Certain of the Company's executive officers receive personal benefits in
addition to salary and cash bonuses. The aggregate amount of the personal
benefits, however, do not exceed the lesser of $50,000 or 10% of the total
of the annual salary and bonus reported for the named executive.
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<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
The following table represents the options granted to the named
executive officers during fiscal 1997 and the value of such options:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM (1)
---------------------------------------------------------- -----------------------------
% of Total
Number of Options
Securities Granted to
Underlying Employees Exercise on
Options in Fiscal Base Price Expiration
Name Granted (#) Year ($/Sh) Date 5%($) 10%($)
---- ----------- ---- ------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Glenn D. Bollinger -- -- -- -- -- --
Bobby D. Bollinger -- -- -- -- -- --
John T. Pryor(2) 25,000 -- $2.25 -- -- --
</TABLE>
(1) Calculated based on the fair market value of the Common Stock on the date
of grant. The amounts represent only certain assumed rates of
appreciation. Actual gains, if any, on stock option exercises and Common
Stock holdings cannot be predicted, and there can be no assurance that the
gains set forth in the table will be achieved.
(2) The options terminated 30 days after the optionee's termination of
employment.
STOCK OPTION PLANS
In 1991, the Company created an incentive stock option plan ("1991
Stock Option Plan") under which all authorized options have now been granted.
Glenn Bollinger and Bobby Bollinger were each granted options under the 1991
Stock Option Plan to purchase a total of 271,410 shares of Common Stock at
exercise prices of $0.75 and $0.88 per share. The exercise prices of these
options were at least 110% of the fair market value of the Common Stock on the
date of the grant. In September 1993, however, Glenn Bollinger and Bobby
Bollinger each agreed to cancel and relinquish, effective upon completion of
the Company's initial public offering, all rights to 125,350 of these stock
options granted on April 1, 1992, at $0.88 per share. The remaining 146,060
options were exercised on March 29, 1996. At March 31, 1997, there were no
options outstanding or available for grant under the 1991 Stock Option Plan.
In September 1993, the Board of Directors adopted the Bollinger
Industries 1993 Stock Option Plan ("1993 Stock Option Plan") pursuant to which
options to purchase up to 500,000 shares of Common Stock may be granted. The
individuals eligible to participate in the 1993 Stock Option Plan are those
full-time key employees, including officers and employee directors, and
independent directors of the Company or its subsidiaries as the Stock Option
Committee of the Board of Directors, which administers the 1993 Stock Option
Plan, may determine from time to time. Mr. Stephen Parr and Mr. Richard
Tucker, who currently constitute the Stock Option Committee may grant either
incentive stock options ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended ("Code"), or nonqualified stock
options. Only nonqualified stock options may be granted to independent
directors.
The purchase price of shares subject to an option granted under the
1993 Stock Option Plan is determined by the Stock Option Committee at the time
of grant, but may not be less than 50% of the fair
8
<PAGE> 12
market value of the shares of Common Stock on the date of grant. The exercise
price of ISOs must be at least 100% of the fair market value. The aggregate
fair market value (determined as of the date the option is granted) of the
stock with respect to which ISOs are exercisable for the first time by the
optionee in any calendar year (under the 1993 Stock Option Plan and any other
incentive stock option plan of the Company) may not exceed $100,000. Options
granted under the 1993 Stock Option Plan must be exercised within ten years
from the date of grant and will generally vest in annual installments as
determined by the Stock Option Committee. In the case of any eligible employee
who owns or is deemed to own stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company, the exercise
price of any ISOs granted under the 1993 Stock Option Plan may not be less than
100% of the fair market value of the Common Stock on the date of grant, and the
exercise period may not exceed five years from the date of grant.
Options granted under the 1993 Stock Option Plan are not transferable
by the optionee other than by will or under the laws of descent and
distribution. Options terminate on the earlier of the date of the expiration
of the option or 30 days after the date the optionee terminates employment with
the Company and its subsidiaries for any reason other than termination for
cause or the death or disability of the optionee. During the 30-day period,
the optionee may exercise the option in respect of the number of shares that
were vested on the date of termination of employment. In the event of
termination because of the death or disability of an optionee and before the
date of expiration of the option, the option terminates on the earlier of the
date of expiration or one year following the date of termination of employment,
during which period the option may be exercised in respect of the number of
shares that were vested on the termination of employment.
The 1993 Stock Option Plan provides that an option agreement may
permit an optionee to tender previously owned shares of Common Stock in partial
or full payment for shares to be purchased on exercising an option. Unless
sooner terminated by action of the Board of Directors, the 1993 Stock Option
Plan will terminate in 2003. Subject to certain exceptions, it may be amended,
altered or discontinued by the Board of Directors without stockholder approval.
At August 28, 1997, options to purchase a total of 269,999 shares of
Common Stock had been granted under the 1993 Stock Option Plan and were
outstanding.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named
executives concerning exercise of options during fiscal 1997 and unexercised
options held as of the end of fiscal 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE MONEY OPTIONS AT
FISCAL YEAR-END (#) FISCAL YEAR-END ($) (1)
----------------------------- ----------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Glenn D. Bollinger -- -- -- -- -- --
Bobby D. Bollinger -- -- -- -- -- --
James A. Burgin -- -- 8,500 6,500 -- --
</TABLE>
9
<PAGE> 13
(1) Based on the closing sale price of the Common Stock on March 31, 1997, of
$.75 per share as reported by the over-the-counter Bulletin Board and a
weighted average exercise price per share of $10.30.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In January 1994, the Company's board of directors appointed a
Compensation Committee, which was comprised of Messrs. Rundell and Jenkins,
both of whom were independent directors. Decisions concerning compensation
before the Company's initial public offering in November 1993 were made by the
Company's board of directors, which consisted of Messrs. Glenn Bollinger and
Bobby Bollinger prior to the Company's reincorporation during September 1993,
as a Delaware corporation and, additionally, of Mr. Maguire after the
reincorporation. Messrs. Glenn Bollinger and Bobby Bollinger have been
executive officers of the Company since 1979. Mr. Maguire was an officer of
the Company from August 1992 to August 1993 and is currently retained as a
consultant by the Company. Messrs. Rundell and Jenkins were replaced by
Messrs. Tucker and Green after the former independent directors resigned in
June 1995. Mr. Tucker is currently retained as a consultant by the Company.
Mr. Green was replaced by Mr. Parr during November 1995.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The basic policy of the Compensation Committee of the Board of
Directors is to ensure that salary levels and compensation incentives are
designed to attract and retain qualified individuals in key positions and are
commensurate with the level of executive responsibility, the type and scope of
the Company's operations, and the Company's financial condition and
performance. The goal of this policy is to promote the attainment of the
financial and strategic objectives of the Company.
The Compensation Committee for the fiscal 1997 consisted of Messrs.
Tucker and Parr. The Compensation Committee believes that the base salary
levels in place during fiscal 1997 continue to be consistent with the Company's
status as a public company and with the Company's peers in the fitness
industry. The salary levels during fiscal 1997 were not substantially
different from those in fiscal 1996. The Compensation Committee has not,
however, conducted a detailed examination of the compensation structure of peer
companies, nor has it engaged the services of an executive compensation
consultant.
The base salaries of the Company's executive officers may be augmented
at the discretion of the Compensation Committee, at the recommendation of the
Chief Executive Officer, by the award of individual performance-based cash
bonuses (Cash Bonuses). Cash Bonuses are based on among other things an
individual's quality of work performed, the financial condition and results of
operation of the Company, progress made towards business objectives, and return
on the Company's Common Stock for the period. During fiscal 1995 the
Compensation Committee recommended and the Board of Directors approved a formal
bonus plan covering the Company's top executives. This bonus plan has been
abandoned and a replacement plan is currently under draft. No bonuses were
earned under the new plan during fiscal 1997.
The Company also grants stock options pursuant to the Company's 1993
Stock Option Plan, which is administered by the Stock Option Committee. The
Company's Chief Executive Officer and President, who each beneficially own a
substantial amount of Common Stock, are not eligible to receive options under
the 1993 Stock Option Plan. Grants of stock options to eligible executive
officers are intended to attract qualified individuals to work for the Company;
as additional compensation; and as an incentive for future performance.
Through grants under the 1993 Stock Option Plan, the Company's goal is to
encourage ownership of the Common Stock by executive officers and other
employees in order to enhance mutuality of interest with stockholders of the
Company.
10
<PAGE> 14
At this time, based on the Company's current executive compensation
structure, the Company does not believe it is necessary to adopt a policy with
respect to qualifying executive compensation in excess of $1 million for
deductibility under Section 162 (m) of the Internal Revenue Code.
Consistent with the above policies and objectives, the fiscal 1997
base salary for Glenn Bollinger, the Company's Chairman of the Board and Chief
Executive Officer, was not changed by the Board of Directors, and remained at
$277,500. The Compensation Committee did not approve bonuses for any executive
officer with respect to fiscal 1997. The Compensation Committee considers that
Mr. Bollinger's base salary was within the range of salaries of chief executive
officers of comparable companies.
This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The Compensation Committee
of the Board of Directors
Richard J. Tucker
Stephen L. Parr
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
on the Common Stock during the five-month period ended March 31, 1994, and the
years ending March 31, 1995, 1996 and 1997, with the cumulative total
stockholder return for a peer group and on the NASDAQ Stock Market - U.S. Index
over the same periods. The comparison assumes a $100 investment (i) in the
Common Stock and the peer group on November 17, 1993 (the initial day of
trading in the Common Stock), and (ii) on the NASDAQ Stock Market - U.S. Index
on October 31, 1993, and assumes reinvestment of all dividends and
distributions.
11
<PAGE> 15
COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN AMONG
BOLLINGER INDUSTRIES, INC.,
THE NASDAQ STOCK MARKET - U.S. INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
11/17/93 3/31/94 3/31/95 3/31/96 3/31/97
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Bollinger Industries, Inc. 100 86 69 21 6
Peer Group(1)(2)(3)(4) 100 97 54 44 33
NASDAQ Stock Market-US(5) 100 98 109 148 164
</TABLE>
(1) The peer group, which currently includes the Company, is comprised of the
following companies: Ajay Sports, Inc., Aldila, Inc.; Bell Sports Corp.;
Bio-Dyne Corporation; Bollinger Industries, Inc.; California Pro Sports,
Inc.; Educational insights, Inc.; Escalade, Inc.; Grand Toys International,
Inc.; Happiness Express, Inc.; Johnson Worldwide Associates, Inc.; Just
Toys, Inc.; L.L. Knickerbocker, Inc.; Marker, Int'l; Monarch Avalon, Inc.;
Morrow Snowbirds, Inc.; Paul-Son Gaming Corp.; Arnold Palmer Golf Co.
(formerly Progroup, Inc.); Rawlings Sporting Goods, Inc.; Riddell Sports,
Inc.; S 2 Golf, Inc.; Sled Dogs Co.; Stuart Entertainment, Inc.; Sure Shot
Int'l., Inc.; Variflex, Inc.; Vermont Teddy Bear, Inc. and Yes
Entertainment Corporation. The members of the peer group are based on the
companies listed in the 1997 NASDAQ Fact Book and Company Directory for
Standard Industrial Classification Code 394, Toys and Sporting Goods (1997
Peer Group), and which have been publicly traded since at least March 31,
1994. NASDAQ did not provide a performance index for this group of
companies.
(2) The following companies were included in the 1995 NASDAQ Fact Book and
Company Directory for Standard Industrial Classified Code 394, Toys and
Sporting Goods (1995 Peer Group), but are not included in the 1996 Peer
Group: Renaissance Golf Products, Inc.; SLM International, Inc.; and Swing
- N - Slide Corp.
(3) The following companies are included in the 1996 Peer Group, but were not
included in the 1995 Peer Group: California Pro Sports, Inc.; L.L.
Knickerbocker, Inc. and Variflex, Inc.
(4) The following Companies are included in the 1997 Peer Group, but were not
included in the 1996 Peer Group; Morrow Snowbirds, Inc.; Riddell Sports,
Inc. and Yes Entertainment Corp.
(5) The NASDAQ Stock Market-U.S. Index has been restated as of March 31, 1994,
to reflect average daily values instead of average month end values. The
index value originally reported was 96 and has been restated as 98.
12
<PAGE> 16
COMPLIANCE WITH SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers and holders of more than
10% of the Common Stock to file with the SEC and NASDAQ initial reports of
ownership and reports of changes in ownership of the Common Stock. Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) reports they file with the SEC. Based solely on the
Company's review of the copies of such forms it has received during the year,
the Company believes that during the year ended March 31, 1997, all the
Company's directors, executive officers and holders of more than 10% of the
Common Stock complied with all Section 16(a) filing requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April 1993, an independent sales representative of the Company,
advanced $500,000 to the Company for working capital. The loan was evidenced
by the Company's real estate lien note bearing interest at 10% per annum due
March 31, 1996, and secured in part by a lien on the Company's Irving facility.
In connection with this loan, the Company issued 34,405 shares of Common Stock.
In December, 1993, Messrs. Glenn and Bobby Bollinger and Mrs. Dell Bollinger
purchased the note and received an assignment of the real estate lien in
consideration of payment of the outstanding principal balance of the note. On
March 29, 1996, the Company paid each of Messrs. Glenn and Bobby Bollinger
$110,000 against the note. The proceeds of the note payments were used by
Messrs. Glenn and Bobby Bollinger to exercise certain stock options granted in
1991. The balance of the notes which total $280,000 was extended to March 31,
1998. In May 1996, a priority lien on the real estate was granted to a bank to
secure the Company's credit facility.
The Company believes that the terms of the above transaction was at
least as favorable to the Company as those which could have been obtained in an
arm's length transaction with an unaffiliated party.
The Company retains Mr. John L. Maguire, a director of the Company, as
a consultant on certain financial matters and acquisitions. Mr. Maguire
received $36,000 during fiscal year 1997.
The Company retains Mr. Richard J. Tucker, a director of the Company,
as a consultant on certain financial and other matters. Mr. Tucker receives
$75,000 per year and is guaranteed a total of $150,000 over two years. Mr.
Tucker received $75,000 during fiscal 1997.
All transactions, if any, between the Company and any of its
directors, officers, principal stockholders, employees and other affiliates of
the Company are subject to the approval of a majority of the independent
directors of the Company who are disinterested in the transactions. All such
transactions and loans must be on terms no less favorable to the Company than
those generally available from unaffiliated third parties.
INDEPENDENT AUDITORS
The Board of Directors has selected the firm of King Griffin &
Adamson, P.C. (King Griffin) as the Company's independent auditors for the year
ending March 31, 1998. King Griffin has served as the Company's independent
auditors since August 1995. A representative of King Griffin is expected to be
present at the meeting and will be available to answer questions and will be
afforded an opportunity to make a statement if desired.
STOCKHOLDER PROPOSALS
Any proposals from stockholders to be presented for consideration for
inclusion in the proxy material in connection with the 1998 annual meeting of
stockholders of the Company must be submitted in accordance
13
<PAGE> 17
with the rules of the SEC and received by the Secretary of the Company at the
Company's principal executive offices no later than the close of business on
April 5, 1998.
OTHER MATTERS
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. Costs of solicitation will be borne by the Company.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone, and telegram by directors, officers and employees of the
Company. Arrangements have also been made with brokerage houses, banks and
other custodians, nominees, and fiduciaries for the forwarding of soliciting
materials to the beneficial owners of the Common Stock held of record by such
persons, and the Company will reimburse them for reasonable out-of-pocket
expenses incurred by them in connection therewith.
All information contained in this Proxy Statement relating to the
occupations, affiliations, and securities holdings of directors and officers of
the Company and their relationship and transactions with the Company is based
upon information received from the individual directors and officers. All
information relating to any beneficial owner of more than 5% of the Bollinger
Common Stock is based upon information contained in reports filed by such owner
with the SEC.
The Annual Report to stockholders of the Company for the fiscal year
ended March 31, 1997, which includes financial statements, accompanying this
Proxy Statement, does not form any part of the material for the solicitation of
proxies.
THE COMPANY HAS PROVIDED TO EACH PERSON WHOSE PROXY IS SOLICITED
HEREBY A COPY OF THE COMPANY'S FISCAL 1997 ANNUAL REPORT, WHICH INCLUDES A COPY
OF THE COMPANY'S FORM 10-K FOR THE YEAR ENDED MARCH 31, 1997.
By the Order of the Board of Directors
/s/ ROSE TURNER
---------------
Rose Turner
Secretary
14
<PAGE> 18
BOLLINGER INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - OCTOBER 2, 1997
The undersigned (i) acknowledges receipt of the Notice dated September
11, 1997, of Annual Meeting of Stockholders of Bollinger Industries, Inc. a
Delaware corporation (the "Company"), to be held on Thursday, October 2, 1997,
at 10:00 a.m. local time, at the Radison Suite Hotel - Arlington, 700 Avenue H,
East Arlington, Texas 76011 and the Proxy Statement in connection therewith:
and (ii) appoints Glenn D. Bollinger and Bobby D. Bollinger, and each of them,
the undersigned, to vote upon and act with respect to all of the shares of
Common Stock of the Company standing in the name of the undersigned on August
28, 1997 or with respect to which the undersigned in entitled to vote and act,
at the meeting and at any postponements or adjournments thereof, and the
undersigned directs that this proxy be voted as set forth on the reverse:
If more than one of the proxies named herein shall be present in person
or by substitute at the meeting or at any postponements or adjournments thereof,
both of the proxies so present and voting, either in person or by substitute,
shall exercise all of the powers hereby given.
This proxy when properly executed will be voted in the manner directed.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES.
(Continued and to be signed on reverse side)
FOLD AND DETACH HERE
<PAGE> 19
(CONTINUED FROM OTHER SIDE)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
Please mark
your votes as [X]
indicated in
this example
1. Election of Directors
Glenn D. Bollinger, Bobby D. Bollinger, John L. Maguire, Richard J.
Tucker, Stephen L. Parr
For all nominees WITHHOLD
(with exceptions AUTHORITY
noted) FOR ALL
NOMINEES
[ ] [ ]
(Instructions: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below)
------------------------------------------------------------
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such Common Stock and hereby ratifies and confirms
all that the proxies, their substitutes, or any of them may lawfully do by
virtue hereof.
2. In the discretion of the proxies, on any other matters that may
properly come before the meeting or any postponements or adjournments
thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please date this proxy and sign your name exactly as it appears hereon. Where
there is more than one owner, each should sign. When signing as an attorney,
administrator, executor, guardian or trustee, please add your title as such. If
executed by a corporation, the proxy should be signed by a duly authorized
officer.
PLEASE INDICATE IF YOU PLAN TO ATTEND THE ANNUAL MEETING. [ ]
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. NO POSTAGE IS REQUIRED.
YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU ATTEND.
Dated: , 1997
----------------------------------------------------------
- ----------------------------------------------------------------------
Signature of Stockholder
- ----------------------------------------------------------------------
Signature of Stockholder
- ----------------------------------------------------------------------
Title, if applicable
FOLD AND DETACH HERE
