<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Bollinger Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
BOLLINGER INDUSTRIES
[LOGO]
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Bollinger Industries, Inc. (the "Company"), to be held Thursday, September
23, at 10:00 a.m., local time, at the Hilton Hotel, 2401 East Lamar Boulevard,
Arlington, Texas 76006. 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 Annual Report on Form 10-K for the fiscal year ended March 31,
1999 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,
Glenn D. Bollinger
Chairman of the Board
Bobby D. Bollinger
President
Grand Prairie, Texas
August 26, 1999
Corporate Offices
602 Fountain Parkway
Grand Prairie, Texas 75050
Ph: 972 343-1000
Fax: 972 343-1190
<PAGE> 3
BOLLINGER INDUSTRIES, INC.
602 FOUNTAIN PARKWAY
GRAND PRAIRIE, TEXAS 75050
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 23, 1999
-------------------
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, September 23, 1999, beginning at 10:00 a.m. local time, at the
Hilton Hotel, 2401 East Lamar Boulevard, Arlington, Texas 76006 for the
following purposes:
1. To elect four directors to serve until the next Annual Meeting of
Stockholders or until their successors have been duly elected and have
qualified;
2. To approve the appointment of King, Griffin & Adamson, P.C. as
independent public accountants of the Company for its fiscal year ending March
31, 2000; and
3. To transact such other business as may be properly brought before
the Annual Meeting, or any postponements or adjournments thereof.
The Board of Directors has fixed the close of business on August 16,
1999 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 they 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. A stockholder 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
Rose Turner
Secretary
Grand Prairie, Texas
August 26, 1999
<PAGE> 4
BOLLINGER INDUSTRIES, INC.
602 FOUNTAIN PARKWAY
GRAND PRAIRIE, TEXAS 75050
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 23, 1999
INTRODUCTION
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
September 23, 1999, 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 accompanying proxy card will first be sent to
stockholders is August 26, 1999.
REVOCABILITY OF PROXY
A 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.
A stockholder's 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"; (ii) for the ratification of the
appointment of King, Griffin & Adamson, P.C. as independent public accountants
of the Company for the 2000 fiscal year; and (iii) 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 16, 1999. At the close of business on that day, there were 4,400,210
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. Directors of the Company will be elected by a plurality of the
votes cast by the stockholders present in person or by proxy at the Annual
Meeting and entitled to vote thereon. Any other
1
<PAGE> 5
matters submitted to a vote of the stockholders will be decided by the vote of a
majority of the votes cast by the stockholders present in person or by proxy at
the Annual Meeting 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.
PERSONS MAKING THE SOLICITATION
The accompanying proxy is being solicited by the Board of Directors of
the Company. The cost of soliciting proxies 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.
BOARD OF DIRECTORS
COMMITTEES
The Board of Directors has Executive, Audit, Compensation and Stock
Option Committees.
Glenn Bollinger, Bobby Bollinger and Stephen Parr served on the
Executive Committee during fiscal 1999, and Mr. Parr served as its chairman.
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
fiscal 1999, met once, and took certain other actions by written consent.
John Maguire and Stephen Parr served on the Audit Committee during
fiscal 1999, and Mr. Parr served 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
once during fiscal 1999 and held telephonic conferences with the outside
auditors.
Stephen Parr was the sole member of the Compensation Committee during
fiscal 1999, and served as 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 (the "SEC"). The Compensation Committee met once during fiscal 1999.
Stephen Parr was the sole member of the Stock Option Committee during
fiscal 1999, and served as its chairman. The Stock Option Committee administers
the Bollinger Industries 1993 and 1998 Stock Option Plans. The Stock Option
Committee did not meet and took no action in fiscal 1999.
2
<PAGE> 6
DIRECTORS' FEES AND COMPENSATION
Stephen Parr receives a fee of $30,000 annually and is reimbursed for
out-of-pocket expenses incurred in connection with attendance at Board of
Directors and committee meetings. He was granted options to purchase 8,333
shares of Common Stock at the time he began serving on the Board of Directors.
Glenn Bollinger and Bobby Bollinger each receive $10,000 annually for their
service as directors. John Maguire receives $36,000 annually and acts as a
consultant on certain financial matters and acquisitions.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The Board of Directors met four times during the fiscal year ended
March 31, 1999, and all directors attended the meetings. The Board took all
other actions by unanimous written consent during fiscal 1999. In addition, all
directors attended at least 75% of all meetings of each of the committees on
which they served.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Four directors are to be elected at the Annual Meeting. The Board of
Directors has nominated the four individuals named below to serve as directors
of the Company. All of the nominees have consented to serve if elected. If for
any unforeseen reason a nominee is unable to serve if elected, the persons named
in the accompanying proxy may exercise their discretion to vote for a substitute
nominee selected by the Board. However, the Board has no reason to anticipate
that any of the nominees will not be able to serve, if elected.
<TABLE>
<CAPTION>
NAME AGE DIRECTOR SINCE
<S> <C> <C>
Glenn D. Bollinger (1) 49 1979
Bobby D. Bollinger (1) 46 1979
John L. Maguire (3) 68 1993
Stephen L. Parr (1)(2)(3)(4)(5) 46 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
Set forth below is certain information concerning each of the persons
nominated for election as a director of the Company:
Glenn D. Bollinger is a co-founder of the Company and has served as
Chairman of the Board, Chief Executive Officer and a Director since 1979. Mr.
Bollinger is primarily responsible for the Company's overall operations,
including in particular inventory, purchasing 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 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),
3
<PAGE> 7
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 SEC 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, President and a Director since 1979. Mr. Bollinger
is primarily responsible for sales, marketing and product development.
John L. Maguire became a Director of the Company in September 1993 and
served as interim Chief Financial Officer from August 1992 to August 1993. In
addition, the Company from time to time retains 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 twelve years and was the president of Code Rite, Inc. until 1997 and
Ampro Medical Services, Inc. until 1996.
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 Braman, Ltd., a furniture manufacturing company;
Nextek, Inc., an Alabama electronics company; Corphealth, Inc., a Texas
behavioral healthcare company; NavTel, LLC, a competitive local exchange
carrier; and Aqua Dynamics, a specialty chemical and ozone services company.
Glenn D. Bollinger and Bobby D. Bollinger are brothers, and are the
sons of Dell Bollinger, Senior Vice President Administration of the Company.
Otherwise, there is no family relationship between any of the nominees,
directors and any executive officer of the Company.
No director presently holds any other directorships in companies with a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934 or subject to the requirements of Section 15 of that act.
The four nominees receiving the greatest number of votes cast at the
Annual Meeting will be elected whether or not any of them receives a majority of
the votes cast.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION AS DIRECTORS OF THE FOUR PERSONS NAMED UNDER "PROPOSAL NO. 1: ELECTION
OF DIRECTORS."
PROPOSAL NO. 2:
APPROVAL OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Subject to approval by the stockholders, the Board of Directors has
selected King, Griffin & Adamson, P.C. as independent public accountants of the
Company for its fiscal year ended March 31, 2000. King, Griffin & Adamson, P.C.
has acted in such capacity for the Company since August 1995 and has reported
that neither the firm nor any of its partners has any material direct or
indirect financial interest in the Company, other than as independent public
accountants.
4
<PAGE> 8
Representatives of King, Griffin & Adamson, P.C. will be present at the
Annual Meeting of Stockholders with the opportunity to make a statement if they
desire to do so and are expected to be available to respond to appropriate
questions.
The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock represented and entitled to vote at the
Annual Meeting or any adjournment(s) thereof is necessary for the approval of
the appointment of King, Griffin & Adamson, P.C. as independent public
accountants of the Company for the fiscal year ending March 31, 2000.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE APPOINTMENT OF KING, GRIFFIN & ADAMSON, P.C. AS INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY FOR ITS FISCAL YEAR ENDING MARCH 31, 2000.
ACTION TO BE TAKEN UNDER THE PROXY
The accompanying proxy will be voted "FOR" the election of the four
persons recommended by the Board of Directors and named under "PROPOSAL NO. 1:
ELECTION OF DIRECTORS" as nominees for directors of the Company; and "FOR"
approval of the appointment of King, Griffin & Adamson, P.C. as the independent
public accountants of the Company for its fiscal year ending March 31, 2000,
unless the proxy is marked in such a manner as to withhold authority to so vote.
The accompanying proxy will also be voted in connection with the
transaction of such other business as may properly come before the Annual
Meeting of Stockholders, or any adjournment or adjournments thereof. Management
knows of no other matters to be considered at the Annual Meeting of
Stockholders. If, however, any other matters properly come before the Annual
Meeting of Stockholders, or any adjournment or adjournments thereof, the persons
named in the accompanying proxy will vote such proxy in accordance with their
best judgment on such matter. The persons named in the accompanying proxy will
also, if in their judgment it is deemed advisable, vote to adjourn the meeting
from time to time.
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
16, 1999 by (i) each director, (ii) each executive officer, (iii) each person
deemed to beneficially own more than five (5%) percent of the outstanding shares
of Common Stock of the Company, and (iv) all executive officers and directors of
the Company as a group. Except as otherwise indicated, each stockholder
identified in the table has sole voting and investment power with respect to his
shares.
5
<PAGE> 9
<TABLE>
<CAPTION>
SHARES OWNED
------------
NAME NUMBER PERCENTAGE
---- ------ ------------
<S> <C> <C>
Glenn D. Bollinger (1)(2) 1,928,847 43.8%
Bobby D. Bollinger (1)(3) 1,928,847 43.8%
James A. Burgin (4) 23,000 *
Rose Turner (5) 16,000 *
Dell K. Bollinger (6) 9,600 *
David Barr (7) 24,000 *
Floyd L. DePauw (8) 6,800 *
John L. Maguire (9) 108,333 2.5%
Stephen L. Parr (10) 7,500 *
All directors and executive officers 2,549,149 57.9%
as a group (9 persons) (11)(12)
</TABLE>
- ---------------
* Less than 1% of the outstanding shares of Common Stock.
(1) Business mailing address is 602 Fountain Parkway, Grand Prairie,
Texas 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 with Bobby Bollinger through
each of their 49.5% ownership 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 with Bobby Bollinger through each of their 49.5% ownership of
the outstanding stock of the sole general partner; and (iv) 631,778 shares held
as one of the trustees of the Company's 401(k) Plan, successor to the Company's
Employee Stock Ownership Plan (the "401(k) Plan"), 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) Plan 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 with Glenn Bollinger through each of their
49.5% ownership 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
with Glenn Bollinger through each of their 49.5% ownership of the outstanding
stock of the sole general partner; and (iv) 631,778 shares held as one of the
trustees of the Company's 401(k) Plan 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) Plan participant account is to be
construed as an admission that he is the beneficial owner of such shares.
(4) Represents options to purchase 23,000 shares of Common Stock
exercisable within sixty days from the date hereof. Mr. Burgin terminated his
employment with the Company in August 1999.
(5) Represents options to purchase 16,000 shares of Common Stock
exercisable within sixty days from the date hereof.
6
<PAGE> 10
(6) Includes 4,800 shares of Common Stock owned of record and options
to purchase 4,800 shares of Common Stock exercisable within sixty days from the
date hereof.
(7) Represents options to purchase 24,000 shares of Common Stock
exercisable within sixty days from the date hereof.
(8) Represents options to purchase 6,800 shares of Common Stock
exercisable within sixty days from the date hereof.
(9) Includes 50,000 shares of Common Stock owned of record and options
to purchase 58,333 shares of Common Stock exercisable within sixty days of the
date hereof. Does not include 26,000 shares of Common Stock held in trust for
which Mr. Maguire is the trustee and a contingent beneficiary. Mr. Maguire
disclaims beneficial ownership of these shares.
(10) Includes 2,500 shares of Common Stock owned of record and options
to purchase 5,000 shares of Common Stock exercisable within sixty days of the
date hereof.
(11) Includes options to purchase 138,733 shares of Common Stock
exercisable within sixty days of the date hereof.
(12) Shares held beneficially by Glenn Bollinger and Bobby Bollinger
are only included once in the group total.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers, directors and persons who own more
than ten percent (10%) of the Common Stock to file with the Securities and
Exchange Commission ("SEC") 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
received during the year, the Company believes that during the year ended March
31, 1999, all the Company's directors, executive officers and holders of more
than ten percent (10%) of the Common Stock complied with all Section 16(a)
filing requirements.
To the best knowledge of management of the Company, during fiscal year
1999 no director, officer or ten percent (10%) beneficial owner of Common Stock
of the Company failed to file with the SEC any required reports on Form 3, 4 or
5 regarding transactions in securities of the Company.
7
<PAGE> 11
EXECUTIVE OFFICERS
The following persons are the executive officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Glenn D. Bollinger 49 Chairman of the Board, Chief Executive Officer and
Director
Bobby D. Bollinger 46 Vice Chairman of the Board, President and Director
Rose Turner 43 Executive Vice President - Finance, Chief Operating
Officer, Chief Financial Officer, Treasurer and Secretary
Dell K. Bollinger 72 Senior Vice President - Administration
David Barr 40 Executive Vice President - Product Acquisition
Floyd L. DePauw 49 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 under "Proposal No. 1: Election of Directors."
Information concerning the business experience of Bobby Bollinger is
provided under "Proposal No. 1: Election of Directors."
Rose Turner has served as Chief Financial Officer, Treasurer and
Secretary since January 1997, as Executive Vice President-Finance since October
1997, and as Chief Operating Officer of the Company since January 1999. She
previously served as the Company's Senior Vice President-Finance from January
1997 to October 1997. Ms. Turner joined the Company on a contract and then full
time basis in November 1995. Ms. Turner was previously employed by a variety of
food manufacturing companies including Mission Foods and Borden, Inc. Ms. Turner
is a certified public accountant.
Dell K. Bollinger accepted an integral role 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 has served as Executive Vice President - Product Acquisition
of the Company since August 1996, and previously served as Vice President -
Product Development from July 1994 to August 1996. Prior to joining the Company
Mr. Barr was 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 DePauw became Controller and Chief Accounting Officer in October,
1996. Mr. DePauw is a certified public accountant. Before joining the Company,
Mr. DePauw previously served as 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 sixteen
8
<PAGE> 12
years. Prior to being employed by Taylor, Mr. DePauw was employed by Zoecon
Industries, Inc., a chemical manufacturer, for approximately five years.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER INFORMATION
The following table summarizes the compensation paid to the Company's
chief executive officer and the Company's four other most highly compensated
executive officers for services rendered in all capacities to the Company during
fiscal 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
Stock
Options
Name and Position Year Salary ($) Bonus ($) (#)
----------------- ---- ---------- --------- --------
<S> <C> <C> <C> <C>
Glenn D. Bollinger 1999 285,717(1) -- --
Chairman of the Board and 1998 325,717(2) 100,000 --
Chief Executive Officer 1997 275,717 -- --
Bobby D. Bollinger 1999 285,717(1) -- --
Vice Chairman of the Board 1998 325,717(2) 100,000 --
and President 1997 275,717 -- --
James A. Burgin 1999 132,869 -- --
Executive Vice President - 1998 121,201 60,000 --
Sales 1997 118,120 3,008 --
Rose Turner 1999 132,700 -- --
Executive Vice President - 1998 117,488 40,000 --
Finance, Chief Operating 1997 75,365 -- 33,000
Officer, Chief Financial
Officer, Treasurer and
Secretary
David Barr 1999 97,194 -- --
Executive Vice President - 1998 89,422 60,000 --
Product Acquisition 1997 84,999 -- --
</TABLE>
- -------------
(1) Glenn Bollinger and Bobby Bollinger were paid $10,000 as directors
fees in fiscal 1999.
(2) Glenn Bollinger and Bobby Bollinger were paid $10,000 per year as
directors fees in fiscal 1998 retroactive to 1994 (each a total of $50,000).
9
<PAGE> 13
STOCK OPTION PLANS
DESCRIPTION OF STOCK OPTION PLANS.
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. 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 (the "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 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 110% 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 thirty (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.
As of August 16, 1999 options to purchase a total of 214,666 shares of
Common Stock are outstanding under the 1993 Stock Option Plan at prices ranging
from $0.56 to $13.00 per share.
The Bollinger Industries, Inc. 1998 Stock Option Plan ("the 1998 Stock
Option Plan") was adopted by the Board of Directors and approved by the
stockholders in September 1998. This plan provides for the grant of options
covering to purchase up to 500,000 shares of Common Stock of the
10
<PAGE> 14
Company to officers and employees of the Company who are responsible for or
contribute to the management, growth and profitability of the business. No grant
will be made under this Plan to a director who is not an officer or a salaried
employee of the Company.
The purchase price of shares subject to an option granted under the
1998 Stock Option Plan is determined by the Stock Option Committee at the time
of grant, and the exercise price shall not be less than 100% of the fair market
value of the Common Stock subject to the stock option on the date of grant (or
110% in the case of a stock option granted to a participant 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).
Stock options granted under the 1998 Stock Option Plan may be of two
types: ISOs and nonqualified stock options. The Board of Directors has the
authority to grant to any participant ISOs, nonqualified stock options or any
combination thereof.
As of March 31, 1999 no stock options had been granted under the 1998
Plan. Subsequent to year-end, the Company issued a total of 251,400 ISOs with an
exercise price of $1.00 per share.
OPTION GRANTS. No options were granted in fiscal 1999.
OPTION EXERCISES AND HOLDINGS. The following table sets forth information with
respect to the named executive officers concerning the exercise of options
during fiscal 1999 and unexercised options held as of the end of fiscal 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE MONEY
OPTIONS AT OPTIONS AT FISCAL
FISCAL YEAR-END (#) YEAR-END ($)(1)
----------------------------- ----------------------------
SHARES
ACQUIRED
ON VALUE
EXERCISE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
James Burgin (2) -- -- 15,000 -- -- --
Rose Turner (3) -- -- 13,200 19,800 -- --
David Barr (4) -- -- 16,000 6,000 -- --
</TABLE>
- -------------------------
(1) Based on the market value of the Common Stock on March 31, 1999 of
$0.3125 per share as reported by the over-the-counter Bulletin Board
(minus the exercise or base price).
(2) James A. Burgin was granted options for the purchase of 10,000 shares of
Common Stock at an exercise price of $10.00 per share in December 1993.
These options vest over a five-year period and expire ten years from the
date of grant. Mr. Burgin was granted options for the purchase of 5,000
shares of Common Stock at an exercise price of $11.00 per share in
December 1994. These options vest over a four-year period and expire ten
years from the date of grant.
11
<PAGE> 15
(3) Rose Turner was granted options for the purchase of 33,000 shares of
Common Stock at an exercise price of $0.63 per share in January 1997.
These options vest over a five-year period and expire ten years from the
date of grant.
(4) David Barr was granted options for the purchase of 10,000 shares of
Common Stock at an exercise price of $13.00 per share in October 1994.
These options vest over a five-year period and expire ten years from the
date of grant. Mr. Barr was granted options for the purchase of 2,000
shares of Common Stock at an exercise price of $11.00 per share in
December 1994. These options vest over a four-year period and expire ten
years from the date of grant. Mr. Barr was granted options for the
purchase of 10,000 shares of Common Stock at an exercise price of $3.00
per share in February 1996. These options vest over a five-year period
and expire ten years from the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1999 Stephen Parr served as the sole member of the
Compensation Committee. No member of the Compensation Committee is a current or
former employee or officer of the Company or any of its affiliates or has any
interlocking relationship with any other corporation that requires specific
disclosure under this heading. Please refer to "Certain Relationships and
Related Transactions."
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The basic policy of the Compensation Committee 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.
Stephen Parr was the sole member of the Compensation Committee for
fiscal 1999. The Compensation Committee believes that the base salary levels in
place during fiscal 1999 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 1999 were not substantially different from those in
fiscal 1998. 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. Based on the financial condition
and results of operations of the Company, the Compensation Committee determined
to not award Cash Bonuses to the named executive officers for fiscal 1999.
The Company also grants stock options pursuant to the Company's 1993
and 1998 Stock Option Plans. The Company's Chief Executive Officer and
President, who each beneficially own a substantial amount of Common Stock of the
Company, 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 and 1998
Stock Option Plans, 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.
12
<PAGE> 16
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 1999 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
$275,717. 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
Stephen L. Parr
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on
the Common Stock of the Company with that of a peer group and the NASDAQ Stock
Market - U.S. Index for the periods indicated. The comparison for each of the
periods assumes that $100 was invested on March 31, 1994 in each of the Common
Stock of the Company, the stocks included in the peer group, and the stocks
included in the NASDAQ Stock Market - U.S. Index. These indexes, which reflect
formulas for dividend reinvestment and weighting of individual stocks, do not
necessarily reflect returns that could be achieved by individual investors.
13
<PAGE> 17
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN AMONG
BOLLINGER INDUSTRIES, INC.,
THE NASDAQ STOCK MARKET - U.S. INDEX, AND A PEER GROUP
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
BOLLINGER INDUSTRIES, INC. 100 81 25 7 8 3
PEER GROUP (1)(2)(3) 100 62 50 38 40 23
NASDAQ STOCK MARKET - US (4) 100 111 151 168 255 342
</TABLE>
(1) The peer group, which currently includes the Company, is comprised
of the following companies: Ajay Sports, Inc.; Aldila, Inc.; Bollinger
Industries, Inc.; Educational Insights, Inc.; Escalade, Inc.; Grand Toys
International, Inc.; Imaginon, Inc.; Johnson Worldwide Associates, Inc.; Just
Toys, Inc.; L.L. Knickerbocker, Inc.; Laser Storm, Inc.; Marker, Int'l; Monarch
Services, Inc. (formerly Monarch Avalon, Inc.); Morrow Snowboards, Inc.;
Paul-Son Gaming Corp.; Arnold Palmer Golf Co. (formerly Progroup, Inc.);
Rawlings Sporting Goods, Inc.; Riddell Sports, Inc.; S 2 Golf, Inc.; Teardrop
Golf Co.; Variflex, Inc.; Vermont Teddy Bear, Inc.; Xdogs Com, Inc. and Yes
Entertainment Corporation. The members of the peer group are based on the
companies listed in the 1999 NASDAQ Fact Book and Company Directory for Standard
Industrial Classification Code 394, Toys and Sporting Goods (1999 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 1998 Peer Group, but
were not included in the 1999 Peer Group: Bell Sports Corp.; California Pro
Sports, Inc.; Sled Dogs Co.; and Snake Eyes Golf Clubs, Inc.
(3) The following companies are included in the 1999 Peer Group, but
were not included in the 1998 Peer Group: Imaginon, Inc. and Xdogs Com, Inc.
(4) The NASDAQ Stock Market - U.S. Index was 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.
14
<PAGE> 18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has a continuing arrangement with John L. Maguire, a
director of the Company, for financial, corporate and acquisition consulting
services. This arrangement currently provides for an annual fee of $36,000,
which includes the fee for his services as a director.
All other transactions, if any, between the Company and any of its
directors, officers, principal stockholders, employees and other affiliates 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.
STOCKHOLDER PROPOSALS
Any proposals from stockholders to be presented for consideration for
inclusion in the proxy material in connection with the 2000 annual meeting of
stockholders of the Company must be submitted in accordance 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 28, 2000.
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 five percent (5%) of
the Company's 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, 1999, 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 1999 ANNUAL REPORT, WHICH INCLUDES A COPY OF THE
COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1999.
By the Order of the Board of Directors
Rose Turner
Secretary
August 26, 1999
15
<PAGE> 19
1. ELECTION OF DIRECTORS-Nominees: Glenn D. Bollinger, Bobby D. Bollinger,
John L. Maguire and Stephen L. Parr
VOTE FOR all nominees VOTE TO BE MARK ONLY ONE BOX
listed above, except vote WITHHELD from
to be withheld from the all nominees
following nominees, if any
[ ] [ ] ------------------------
2. APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS. Proposal to approve the
appointment of King, Griffin & Adamson, P.C. as independent public
accountants of the Corporation for the fiscal year ending March 31, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. OTHER BUSINESS. In their discretion upon such other business as may properly
come before the meeting, of any adjournment or adjournments thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
NOTE: I_____________ WILL ___________ WILL NOT ATTEND THE STOCKHOLDERS'
MEETING ON SEPTEMBER 23, 1999.
Please date this proxy and sign your name exactly as it appears hereon and mail
today. When signing on behalf of a corporation, partnership, estate, trust or
the like, indicate title of persons signing. For joint accounts, each joint
owner should sign.
Shares of Common Stock _________ DATED: , 1999
----------------------------
----------------------------------------
----------------------------------------
Signature of Stockholder(s)
----------------------------------------
Street Address
----------------------------------------
City State Zip
................................................................................
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<PAGE> 20
BOLLINGER INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION
FOR ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 23, 1999
The undersigned hereby constitutes and appoints Glenn D. Bollinger and
Bobby D. Bollinger, and each of them, proxies with full power of substitution,
to vote, as directed on the reverse, all the shares of common stock of Bollinger
Industries, Inc. (the "Corporation") held of record by the undersigned at the
close of business on August 16, 1999 at the Annual Meeting of Stockholders to be
held at the Hilton Hotel, 2401 East Lamar Boulevard, Arlington, Texas 76006 at
10:00 a.m. local time, on September 23, 1999, and at any adjournment or
adjournments thereof.
This proxy when properly executed will be voted in the manner directed.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR all the nominees listed
hereon and FOR proposal 2, and, in the discretion of the persons named herein
as proxies, upon such other business as may come before the meeting and any
adjournment or adjournments thereof. The undersigned hereby revokes any proxy or
proxies heretofore given and hereby confirms all that said attorneys and
proxies, or any of them, or their substitutes may do by virtue hereof. In
addition, receipt of the 1999 Annual Report, the Notice of Annual Meeting and
the Proxy Statement of Bollinger Industries, Inc., dated August 26, 1999 is
hereby acknowledged.
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
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