SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant {X}
Filed by a party other than the registrant { }
Check the appropriate box:
{ } Preliminary proxy statement
{ } Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6 (e) (2) )
{X} Definitive proxy statement
{ } Definitive additional materials
{ } Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MECKLERMEDIA CORPORATION
- --------------------------------------------------------------------------------
(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.
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<PAGE>
{ } 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:
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(4) Date filed:
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<PAGE>
MECKLERMEDIA CORPORATION
20 Ketchum Street
Westport, Connecticut 06880
(203) 226-6967
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on February 25, 1998
To the Stockholders of Mecklermedia Corporation:
The Annual Meeting of Stockholders of Mecklermedia Corporation will be
held at the offices of Chase Manhattan Bank, 270 Park Avenue, 11th Floor, New
York, New York on February 25, 1998, at 10:00 a.m. local time, for the
following purposes:
1. To elect seven directors to the Board of Directors of the Company with
terms expiring at the Annual Meeting of Stockholders to be held in 1999 or
until their successors are duly elected.
2. To approve the appointment of Arthur Andersen LLP, independent
accountants, to act as independent auditors for Mecklermedia Corporation for
the fiscal year ending September 30, 1998.
3. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on January 21,
1998, as the record date for the determination of stockholders entitled to
receive notice of, and to vote at, the Annual Meeting or any adjournment or
adjournments thereof.
YOUR ATTENTION IS DIRECTED TO THE PROXY STATEMENT ATTACHED TO THIS NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS FOR INFORMATION WITH RESPECT TO THOSE PERSONS
WHO WILL BE ENTITLED TO VOTE AT THE MEETING AND OTHER RELEVANT MATTERS.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE POSTAGE-
PREPAID ENVELOPE PROVIDED FOR YOUR CONVENIENCE. IF YOU ATTEND THE ANNUAL
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON IF YOU WISH.
By Order of the Board of Directors,
Alan M. Meckler
Chairman of the Board
and Chief Executive Officer
Dated: January 28, 1998
<PAGE>
<PAGE>
MECKLERMEDIA CORPORATION
20 KETCHUM STREET
WESTPORT, CONNECTICUT 06880
(203) 226-6967
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held on February 25, 1998
This Proxy Statement and the enclosed form of proxy are being furnished to
the stockholders of Mecklermedia Corporation, a Delaware corporation (the
"Company"), in connection with the solicitation of proxies by and on behalf of
the Board of Directors of the Company for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at the place and time and for
the purposes set forth in the annexed Notice of Annual Meeting of Stockholders.
VOTING RIGHTS AND PROXY INFORMATION
Record Date; Voting Rights
Pursuant to the By-Laws of the Company, the Board of Directors has fixed
the close of business on January 21, 1998, as the record date for the
determination of stockholders entitled to notice of and to vote at the meeting,
or any adjournment or adjournments thereof.
At the close of business on January 21, 1998, 8,301,738 shares of common
stock, $.01 par value, of the Company ("Common Stock"), which class constitutes
the only class of voting securities of the Company, were issued, outstanding
and entitled to vote. For each share of Common Stock held of record as of the
close of business on January 21, 1998, stockholders are entitled to one vote on
each matter to be voted upon at the Annual Meeting. In accordance with the
Company's By-Laws, the election of directors will be decided by the affirmative
vote of a plurality of the votes of the shares present in person or represented
by proxy at the Annual Meeting. All other matters before the Annual Meeting
will require the affirmative vote of a majority of the votes cast with respect
to such other matters. The holders of a majority of the outstanding shares of
Common Stock, present in person or represented by proxy, will constitute a
quorum for the transaction of business at the Annual Meeting. Abstentions and
broker non-votes are not votes cast and therefore will not be counted in
determining voting results, although abstentions and broker non-votes will be
counted in the determination of a quorum.
Proxies; Revocation
When a proxy is received in time for the Annual Meeting, properly executed
and not revoked, the shares represented thereby will be voted at the Annual
Meeting as directed. If no such direction is specified, the proxy will be voted
FOR the election as directors of the Company of the nominees named therein, and
FOR approval of the appointment of Arthur Andersen LLP, independent
accountants, as auditors of the Company for the fiscal year ending September
30, 1998. Stockholders may also be asked to consider and take action with
respect to such other matters as may properly come before the Annual Meeting.
Any stockholder who executes a proxy may revoke it at any time prior to its
exercise by giving written notice of such revocation to the Secretary of the
Company or by executing and delivering a later dated proxy. In addition, a
stockholder who attends the Annual Meeting may vote in person, thereby
cancelling any proxy previously given by such stockholder. Attendance at the
Annual Meeting by a stockholder who has executed and delivered a proxy to the
Company shall not in and of itself constitute a revocation of such proxy.
This proxy statement and the form of proxy enclosed herewith, and the
accompanying Annual Report to Stockholders for the fiscal year ended September
30, 1997, including financial statements and footnotes thereto, are first being
mailed to stockholders of record as of the close of business on January 21,
1998.
1
<PAGE>
PRINCIPAL STOCKHOLDERS AND SECURITY
OWNERSHIP OF MANAGEMENT
Principal Stockholders
The following table sets forth, as of December 31, 1997, information with
respect to each person or entity known by the Board of Directors to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock.
Except as otherwise indicated, all shares are owned directly.
<TABLE>
<CAPTION>
Amount and
Address Nature of
Name of of Beneficial Percent of
Beneficial Owner Beneficial Owner Ownership Class(1)
- ------------------------- ---------------------- ------------------------------ -----------
<S> <C> <C> <C>
Alan M. Meckler c/o Mecklermedia 2,668,876(2)(3)(4) 32.16%
Corporation
20 Ketchum Street
Westport, CT 06880
James S. Mulholland III 44 Heather Drive 662,783(5) 6.78%
New Canaan, CT 06840
Lazard Asset Management 30 Rockefeller Plaza 535,900 6.46%
New York, NY 10020
</TABLE>
- ------------
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any shares as of a given date which such person (i) has the
right to acquire within 60 days after such date, (ii) has voting power or
(iii) has investment power, including disposition power. For purposes of
computing the percentage of outstanding shares held by each person named
above on a given date, any security which such person has the right to
acquire within 60 days after such date is deemed to be outstanding, but is
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Includes 70,200 shares held by each of four trusts established for the
benefit of each of Naomi A. Meckler, Catherine S. Meckler, Caroline J.
Meckler and John M. Meckler, respectively, each of whom is a child of Alan
M. Meckler, as to all of which shares Mr. Meckler disclaims beneficial
ownership. Mr. Meckler and Alan B. Abramson are the trustees of each of
these trusts. Mr. Abramson has sole voting power with respect to such
shares; however, Mr. Abramson and Mr. Meckler each has the power to
dispose of such shares on behalf of each of the trusts. Includes 115,000
shares held by the Meckler Foundation, Inc., a not-for-profit corporation,
of which Mr. Meckler is a director and the President, and as to all of
which shares Mr. Meckler disclaims beneficial ownership.
(3) Includes 146,000 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1993 Stock Option Plan.
(4) Includes 41,666 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1995 Stock Option Plan.
(5) Includes 8,020 shares held as custodian for James S. Mulholland IV, 8,020
shares held as custodian for Hilary G. Mulholland, 3,250 shares held as
custodian for Rosemary E. Mulholland, and 1,500 shares held as custodian
for Robert W.K. Mulholland, in each case, under the Connecticut Gifts to
Minors Act, as to all of which shares Mr. Mulholland disclaims beneficial
ownership.
2
<PAGE>
Security Ownership of Management
The following table sets forth, as of December 31, 1997, information with
respect to the outstanding shares of Common Stock beneficially owned by each
director of the Company, the Chief Executive Officer (who is also a director),
the Chief Operating Officer (who is also a director) and by all persons
presently serving as directors and officers of the Company as a group. Except
as otherwise indicated, all shares are owned directly.
<TABLE>
<CAPTION>
Amount and
Address Nature of
Name of of Beneficial Percent of
Beneficial Owner Beneficial Owner Ownership Class(1)
- ------------------------ --------------------- ------------------------------ -----------
<S> <C> <C> <C>
Alan M. Meckler c/o Mecklermedia 2,668,786(2)(3)(4) 32.16%
Corporation
20 Ketchum Street
Westport, CT 06880
Christopher S. Cardell c/o Mecklermedia 35,332(5) *
Corporation
20 Ketchum Street
Westport, CT 06880
Wayne A. Martino 132 Gillies Road 31,599(6) *
Hamden, CT 06517
Michael J. Davies 15925 Old York Road 4,334(7) *
Monkton, MD 21111
Walter H. Lippincott 1 River Knoll Drive 6,667(8) *
Titusville, NJ 08560
Gilbert F. Bach 75 East End Avenue 8,333(9) *
New York, NY 10028
Beverly C. Chell 21 Bluewater Hill 1,000 *
Westport, CT 06880
All directors and 2,756,051(10) 33.21%
executive officers as a
group (seven persons)
</TABLE>
- ------------
* Less than one percent
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any shares as of a given date which such person (i) has the
right to acquire within 60 days after such date, (ii) has voting power or
(iii) has investment power, including disposition power. For purposes of
computing the percentage of outstanding shares held by each person named
above on a given date, any security which such person has the right to
acquire within 60 days after such date is deemed to be outstanding, but is
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Includes 70,200 shares held by each of four trusts established for the
benefit of each of Naomi A. Meckler, Catherine S. Meckler, Caroline J.
Meckler and John M. Meckler, respectively, each of whom is a child of Alan
M. Meckler, as to all of which shares Mr. Meckler disclaims beneficial
ownership. Mr. Meckler and Alan B. Abramson are the trustees of each of
these trusts. Mr. Abramson has sole voting power with respect to such
shares; however, Mr. Abramson and Mr. Meckler each has the power to dis
pose of such shares on behalf of each of the trusts. Includes 115,000
shares held by the Meckler Foundation, Inc., a not-for-profit corporation,
of which Mr. Meckler is a director and the President, and as to all of
which shares Mr. Meckler disclaims beneficial ownership.
3
<PAGE>
(3) Includes 146,000 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1993 Stock Option Plan.
(4) Includes 41,666 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1995 Stock Option Plan.
(5) Includes 33,332 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1995 Stock Option Plan.
(6) Includes 26,999 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1995 Stock Option Plan. Includes 1,000
shares held by Newton D. Brenner, Trustee, under the Brenner, Saltzman &
Wallman Pension Plan for the benefit of Wayne A. Martino. Includes 600
shares held as custodian for William J. Martino and 600 shares held as
custodian for Allison G. Martino, in each case, under the Connecticut
Gifts to Minors Act, as to all of which shares Mr. Martino disclaims
beneficial ownership. Includes 2,000 shares held under the Trust under the
will of Mary Martino. Mr. Martino, Philip Martino and Philip V. Martino
are the trustees of such trust.
(7) Includes 3,334 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1995 Stock Option Plan for Mr. Davies.
(8) Includes 6,667 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1995 Stock Option Plan for Mr.
Lippincott.
(9) Includes 3,333 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1995 Stock Option Plan for Mr. Bach.
(10) Includes 263,331 shares of Common Stock issuable upon exercise of granted
pursuant to the Company's 1993 and 1995 Stock Option Plans. Includes an
aggregate of 280,800 shares held in trusts established by Alan M. Meckler
for the benefit of his children and 115,000 shares held by the Meckler
Foundation. See Footnote 2 to this table.
ELECTION OF NOMINEES
The following table sets forth certain information with respect to each
nominee for director. Except as otherwise indicated, each nominee has held
their present occupation or occupations for more than the past five years and
has not been principally employed by any subsidiary or affiliate of the
Company. There are no family relationships between any nominee, director or
executive officer of the Company. References below to periods of service
include service to the Company's predecessor prior to its 1993 merger with and
into the Company. The election of the nominees to the Board by the stockholders
will require the affirmative vote of a plurality of the votes of the shares
present in person or by proxy at the Annual Meeting.
<TABLE>
<CAPTION>
Principal Occupation or
Name Age Occupations and Directorships
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Alan M. Meckler 52 Mr. Meckler has been Chairman of the Board and Chief Executive
Officer of the Company since December 1993 and had been President
from 1971 through November 1997. He has been a director of the
Company since 1971. Mr. Meckler has also held the office of
Chairman of the Board of the Company during certain periods since
1971, and is the only person to have held the offices of Chairman of
the Board or Chief Executive Officer since the Company's founding.
- ---------------------------------------------------------------------------------------------------------
Christopher S. Cardell 38 Mr. Cardell has been President, Chief Operating Officer and Chief
Financial Officer of the Company since November 1997, and a
director since February 1997. Prior to November 1997, Mr. Cardell
held the office of Executive Vice President, Chief Operating Officer
and Chief Financial Officer. He joined the Company as Senior
Vice President and Chief Financial Officer on January 2, 1996.
Prior to that time, Mr. Cardell was a Senior Manager with Arthur
Andersen LLP.
- ---------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or
Name Age Occupations and Directorships
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Wayne A. Martino 38 Mr. Martino has been a director of the Company since December
1993. Mr. Martino is a member of the bar in the State of Connecticut
and has been a principal at the law firm of Brenner, Saltzman &
Wallman LLP ("Brenner, Saltzman") (formerly Brenner, Saltzman,
Wallman & Goldman) since 1991. Mr. Martino served as an associate
of that firm from 1984 until he assumed his present position.
- ---------------------------------------------------------------------------------------------------------
Michael J. Davies 53 Mr. Davies has been a director of the Company since January 1996.
Mr. Davies has been a special limited partner with American Business
Partners since July 1997. Prior to that he was a Managing Director,
Corporate Finance, of the investment bank Legg Mason Wood
Walker, Incorporated ("Legg Mason") since 1993. Before joining
Legg Mason, Mr. Davies was the Publisher of the newspaper, the
Baltimore Sun, between 1990 and 1993.
- ---------------------------------------------------------------------------------------------------------
Walter H. Lippincott 59 Mr. Lippincott has been a director of the Company since January
1996. Mr. Lippincott has been the Director and Chief Executive
Officer of the Princeton University Press, a non-profit publisher of
scholarly books since 1986.
- ---------------------------------------------------------------------------------------------------------
Gilbert F. Bach 66 Mr. Bach has been a director of the Company since February 1997.
Mr. Bach retired on January 1, 1997 from Lehman Bros., where he
held various positions from 1979 through 1996, most recently as a
Managing Director. From 1955 to 1979, Mr. Bach held various
positions at Hirsch & Co. and Loeb Rhoades & Co.
- ---------------------------------------------------------------------------------------------------------
Beverly C. Chell 55 Ms. Chell has been a director of the Company since December 1997.
Ms. Chell is Vice Chairman, General Counsel and a Director of
Primedia Inc. (formerly K-III Communications Corporation) since
March 1990.
</TABLE>
The Board of Directors recommends that the accompanying proxy be voted FOR the
election of each nominee for director and it is intended that the proxies not
otherwise limited will be voted in such manner. All nominees have consented to
serve if elected and the Board of Directors has no reason to believe that any
of the nominees will be unable to accept the office of director, however, if
such situation does arise, it is the intention of the proxies to vote for any
such persons as the Board of Directors may recommend.
5
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the terms of an August 1993 stock purchase agreement ( the
"Stock Purchase Agreement"), the Company has granted certain "piggyback"
registration rights (that is, rights to include shares in a registration
statement otherwise filed by the Company, at the Company's expense) to (i)
James S. Mulholland, Jr., James S. Mulholland III, certain other existing
stockholders who received their stock in transfers from either of them and
certain classes of future transferees of Common Stock originally purchased by
the Mulhollands on August 2, 1993, pursuant to the Stock Purchase Agreement
(together with Messrs. Mulholland Jr. and Mulholland III, the "Mulholland
Family") and (ii) Alan M. Meckler, certain other existing stockholders who
received their Common Stock in transfers from Mr. Meckler and certain classes
of future transferees of Common Stock owned by Mr. Meckler on the date of the
Stock Purchase Agreement (together with Mr. Meckler, the "Meckler Family").
Pursuant to an exercise of the "piggyback" registration rights provided by the
Stock Purchase Agreement, Messrs. Meckler and Mulholland III and certain other
stockholders, included in the aggregate, 448,750 shares of Common Stock (prior
to adjustment for the two-for-one stock split of the Company's Common Stock on
September 19, 1995) in a registration statement filed by the Company with
respect to a public offering in August 1995.
The Stock Purchase Agreement also provides that if the Meckler Family
transfers not less than 40% of the aggregate amount of Common Stock held by
them, then Mr. Meckler, the Meckler Family or the acquirer of such Common Stock
has the right (the "take-along right") to require the Mulholland Family to
transfer a like percentage of Common Stock held by them on the same terms and
subject to the same conditions. The take-along right will terminate upon the
earlier of February 11, 1999, or the date upon which the aggregate amount of
Common Stock held by the Meckler Family is less than that held by the
Mulholland Family.
Wayne A. Martino, a director of the Company since December 1993, is a
principal in the law firm of Brenner, Saltzman, counsel to the Company. The
Company paid legal fees and expenses of approximately $110,000, $74,000 and
$36,000 to Brenner, Saltzman for its services in fiscal 1995, fiscal 1996 and
fiscal 1997, respectively.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE WITH
SECTION 16 (a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16 (a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and greater than 10%
stockholders to file reports of ownership and changes in ownership of the
Company's securities with the Securities and Exchange Commission ("SEC").
Specific due dates for these reports have been established by the SEC, and the
Company is required to disclose in this Proxy Statement any failure by such
persons to file these reports in a timely manner during the 1997 fiscal year.
Copies of the reports are required by SEC regulation to be furnished to the
Company. Based on its review of such reports furnished to it, the Company
believes that there were no late filings during the fiscal year ended September
30, 1997.
INFORMATION REGARDING THE BOARD OF DIRECTORS
Committees of the Board
The Board of Directors has established a Compensation Committee and an
Audit Committee, the current members of which are as follows:
<TABLE>
<CAPTION>
Compensation Committee Audit Committee Stock Option Committee
- --------------------------------------------------------------------------------
<S> <C> <C>
Wayne A. Martino Michael J. Davies Michael J. Davies
Michael J. Davies Walter H. Lippincott Walter H. Lippincott
Beverly C. Chell Gilbert F. Bach Beverly C. Chell
</TABLE>
Compensation Committee
The Compensation Committee reviews and approves or recommends to the Board
of Directors the compensation and terms of employment of the Chief Executive
Officer and Chief Operating Officer of the Company. The Compensation Committee
met one time during the fiscal year ended September 30, 1997.
6
<PAGE>
Audit Committee
The Audit Committee of the Board of Directors recommends to the Board of
Directors the appointment of the independent auditors, subject to approval by
the stockholders of the Company; reviews the independent auditors' report and
management letters and reports to the Board of Directors with respect thereto;
reviews with management the Company's accounting policies and procedures,
including its internal accounting controls; determines whether there are any
conflicts of interest in financial or business matters between the Company and
any of its officers or employees; and reviews the recommendations of the
independent auditors. The Audit Committee also performs such other tasks as are
assigned to it from time to time by the Board of Directors. The Audit Committee
met two times during the fiscal year ended September 30, 1997.
Stock Option Committee
The Company established a Stock Option Committee on January 15, 1998. The
Stock Option Committee administers the Company's 1993 Stock Option Plan and the
Company's 1995 Stock Option Plan. Prior to January 15, 1998, all stock option
matters were administered by the full Board of Directors.
Directors' Attendance
The Board of Directors met three times during the fiscal year ended
September 30, 1997. All of the incumbent directors attended all of the Board of
Directors' meetings and all of the meetings of each committee on which each
such director serves.
EXECUTIVE OFFICERS
In addition to Alan M. Meckler, the Chairman of the Board and Chief
Executive Officer, and Christopher S. Cardell, President, Chief Operating
Officer and Chief Financial Officer, the following person is an Executive
Officer of the Company.
<TABLE>
<CAPTION>
Name Age Position with Company
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Carl S. Pugh 43 Mr. Pugh has been President and Chief Operating Officer of the
Company's North American Trade Show and Seminar Group
since October 1995. For the four years before joining the
Company, Mr. Pugh was President of Cowles Event
Management, a division of Cowles Business Media. For the year
prior to that, Mr. Pugh was President and founding Publisher
of HomeVest News. Between 1985 and 1990, Mr. Pugh was
with the Conference Management Group serving as Chief
Executive Officer for the last three years.
</TABLE>
7
<PAGE>
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
The following table sets forth, for each of the last three fiscal years,
cash and certain other compensation paid or accrued by the Company for the
Chief Executive Officer of the Company in all capacities in which he served.
The table also sets forth cash and certain other compensation paid to or
accrued by the Company for the President, Chief Operating Officer and Chief
Financial Officer of the Company, and for the President and Chief Operating
Officer of the North American Trade Show and Seminar Group. Other than Alan M.
Meckler, Christopher S. Cardell and Carl S. Pugh (collectively, the "Named
Executive Officers"), no executive officer of the Company received total salary
and bonus during fiscal year 1997 in excess of $100,000. The Company has
employment agreements with Christopher S. Cardell and Carl S. Pugh which
provide for up to one year of severance in the event of termination of
employment.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------ -------------------------------------
Awards Payouts
------ -------
Securities
Other Restricted Underlying All Other
Salary Bonus Annual Stock Options/SARs LTIP Compensation
Name and Principal Position Year ($) ($) Compensation Awards (#) Payouts ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan M. Meckler
Chairman and 1997 299,800 125,000 None None 25,000 None None
Chief Executive 1996 221,900 80,000 None None 50,000 None None
Officer 1995 191,800 -- None None 60,000 None None
Christopher S. Cardell
President, Chief
Operating Officer
and Chief 1997 216,300 75,000 None None 50,000 None None
Financial Officer(1) 1996 133,800 50,000 None None 20,000 None None
Carl S. Pugh
President and
Chief Operating
Officer, North
American Trade
Show and Seminar 1997 206,900 100,000 None None 15,000 None None
Group(2) 1996 168,300 56,000 None None 20,000 None None
</TABLE>
- ------------
(1) Christopher S. Cardell commenced employment with the Company on January 2,
1996.
(2) Carl S. Pugh commenced employment with the Company on October 2, 1995.
8
<PAGE>
The following table sets forth stock options granted during the fiscal
year ended September 30, 1997, to the Company's Named Executive Officers.
Pursuant to SEC rules, the table also shows the value of the options granted at
the end of the option terms (ten years) if the stock price were to appreciate
annually by 5% and 10%, respectively. There is no assurance that the stock
price will appreciate at the rates shown in the table. If the stock price does
not appreciate, there will be no increase in the potential realizable value of
the options granted.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
--------------------------------------------------------------------------- --------------------
Number of Percent of Total Options Exercise or
Securities Underlying Granted to Employees Base Price Expiration
Name Options Granted (#) in Fiscal Year ($/Sh) Date 5% 10%
- ----------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Alan M. Meckler 8,333(1) 3.9 18.25 1/15/07 $ 95,641 $242,372
8,333(2) 3.9 18.25 1/15/07 95,641 242,372
8,334(3) 3.9 18.25 1/15/07 95,652 242,401
Christopher S. Cardell 16,666(4) 7.9 18.25 1/15/07 191,281 484,744
16,667(5) 7.9 18.25 1/15/07 191,293 484,773
16,667(6) 7.9 18.25 1/15/07 191,293 484,773
Carl S. Pugh 5,000(7) 2.4 17.875 10/2/06 56,207 142,411
5,000(8) 2.4 17.875 10/2/06 56,207 142,411
5,000(9) 2.4 17.875 10/2/06 56,207 142,411
</TABLE>
- ------------
(1) All such options became exercisable on January 15, 1998.
(2) All such options become exercisable on January 15, 1999.
(3) All such options become exercisable on January 15, 2000.
(4) All such options became exercisable on January 15, 1998.
(5) All such options become exercisable on January 15, 1999.
(6) All such options become exercisable on January 15, 2000.
(7) All such options become exercisable on October 2, 1997.
(8) All such options become exercisable on October 2, 1998.
(9) All such options become exercisable on October 2, 1999.
9
<PAGE>
The following table sets forth information for the Company's Named
Executive Officers during the last fiscal year with respect to the exercise of
options to purchase the Company's Common Stock and year-end option holdings.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Acquired Options at Fiscal Year in-the-money Options at
on Exercise Value Realized End (#) Exercisable/ Fiscal Year End ($)
Name (#) ($) Unexercisable Exercisable/Unexercisable
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alan M. Meckler -- -- 139,866/81,134 2,647,353/921,497
Christopher S. Cardell -- -- 13,000/57,000 102,310/305,090
Carl S. Pugh -- -- 13,333/21,667 74,998/118,052
</TABLE>
During the fiscal year ended September 30, 1997, employees of the Company
exercised options to purchase an aggregate of 47,653 shares of the Company's
Common Stock.
Directors' Compensation
Directors of the Company who are also employees of the Company do not
receive any compensation specifically relating to their duties as directors.
The Company's 1995 Stock Option Plan provides a non-discretionary formula
(the "Non-discretionary Formula") for Non-Employee Directors (as such term is
defined in Rule 16b-3 promulgated under the Exchange Act) which automatically
provides for a one-time grant to each Non-Employee Director of non-qualified
options to acquire 10,000 shares of Common Stock. With respect to Wayne A.
Martino, such grant occurred on March 16, 1995, after the stockholders approved
the 1995 Stock Option Plan. These options vested on the date of the grant. With
respect to Messrs. Davies and Lippincott, such grant, which vests equally over
a three-year period, occurred on January 25, 1996, the date on which both
became members of the Board of Directors. With respect to Mr. Bach, such grant,
which vests equally over a three-year period, occurred on February 14, 1997,
the date on which Mr. Bach became a Director. With respect to Ms. Chell, such
grant, which vests equally over a three-year period, occurred on December 15,
1997, the date on which Ms. Chell became a Director. In addition, the
Non-discretionary Formula provides for an automatic grant, on the date of the
annual meeting of stockholders of the Company for each fiscal year, to each
Non-Employee Director, of options to acquire 1,000 shares of Common Stock
provided that such director has been a director for more than six months. The
grant of options to purchase 1,000 shares of Common Stock vests equally over a
three-year period. The purchase price of the option shares purchasable pursuant
to an option granted under the Non-discretionary Formula is 100% of the "fair
market value" of the Common Stock on the date the option is granted under the
1995 Stock Option Plan.
During the fiscal year ended September 30, 1997, Wayne A. Martino, Michael
J. Davies and Walter H. Lippincott were each granted options to acquire 1,000
shares of Common Stock. Options to acquire 10,000 shares of Common Stock were
issued to Gilbert F. Bach. In addition, Non-Employee Directors receive an
annual retainer of $4,000 and $1,000 for each Board of Directors meeting
attended. Wayne A. Martino, Michael J. Davies and Walter H. Lippincott each
earned $7,000 from the annual retainer for serving on the Board and for
attending Board of Directors meetings in fiscal 1997. Gilbert F. Bach earned
$4,000 in fiscal 1997.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors ("Compensation
Committee") determines and reviews the compensation of the Company's Chief
Executive Officer and Chief Operating Officer. It also reviews and approves any
employment, severance or similar agreements for those individuals. The
Compensation Committee is charged with fixing on an annual basis, the
compensation of the Chief Executive Officer and Chief Operating Officer,
subject to the approval of the Board, and reviewing and recommending to the
Board any employment, severance or similar agreements for these individuals.
The entire Board determines
10
<PAGE>
the amount, if any, of the Company's contributions pursuant to its 401(k) Plan.
While other compensation decisions generally are not submitted to the Board,
the Board has the ultimate power and authority with respect to compensation
matters.
The members of the Compensation Committee reviewed salaries paid to the
Named Executive Officers in fiscal 1997 and approved salary increases for
fiscal 1998 as well as bonuses payable in fiscal 1998 to the Named Executive
Officers of the Company with respect to fiscal 1997.
The Compensation Committee seeks to compensate executive officers at
levels competitive with other companies comparable in size in the same industry
and to provide short-term rewards and long-term incentives for superior
individual and corporate performance. In making compensation decisions, the
Compensation Committee periodically reviews information about the compensation
paid or payable to officers of comparably sized public companies and the
compensation recommendations of Mr. Meckler, the Chairman of the Board and
Chief Executive Officer of the Company. The Compensation Committee does not
have target amounts of stock ownership for the Company's executive officers.
The key components of executive officer compensation are base salary,
bonuses and stock options. The Compensation Committee attempts to combine these
components in such a way as to attract, motivate and retain key executives
critical to the long-term success of the Company. A discussion of the various
components of the executives' compensation for fiscal 1997 follows.
Base Salary. Each executive officer received a base salary and has the
potential for annual salary increases largely determined by such individual's
performance, the Company's performance and reference to the salaries of
executive officers holding comparable positions in companies of comparable size
and complexity.
Bonuses. Each executive officer was eligible for an annual bonus based
upon both his individual performance and the Company's performance. Bonuses
were awarded to executive officers with respect to fiscal 1997 which took into
account their performance and the Company's performance.
Stock Options. The Company's 1993 and 1995 Stock Option Plans are intended
to provide executives with the promise of longer term rewards which appreciate
in value with the favorable future performance of the Company. Stock options
are generally granted when an executive joins the Company, with additional
options granted from time to time for promotions and performance. The
Compensation Committee believes that the stock option participation provides a
method of retention and motivation for the executives of the Company and also
aligns senior management's objectives with long-term stock price appreciation.
Other Compensation. The executive officers also participate in the
Company's 401(k) plan as well as the medical, life and disability insurance
plans available to all employees of the Company.
Chief Executive Officer Compensation
The compensation of Mr. Meckler, Chairman of the Board and Chief Executive
Officer of the Company, and proposals for additional compensation to him are
based on the policies described above. As part of its evaluation, the
Compensation Committee considered Mr. Meckler's performance, the Company's
performance, the accomplishment of goals for the Company set by the Board of
Directors at the beginning of fiscal 1997, and the compensation earned by other
chief executive officers of companies of comparable size during the previous
year.
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS
Wayne A. Martino and Michael J. Davies
11
<PAGE>
PERFORMANCE GRAPH
The graph below compares the cumulative return on the Common Stock during
the fiscal years ended September 30, 1994, 1995, 1996 and 1997 to such return
for the NASDAQ U.S. Total Return Index and the Hambrecht & Quist Technology
Index-Information Vendors section for the period commencing with the effective
date of the Company's initial public offering of Common Stock on February 11,
1994 and ending on September 30, 1997, assuming (i) $100 was invested on
February 11, 1994, and (ii) reinvestment of dividends. Each measurement point
on the graph below represents the cumulative shareholder return as measured by
the last sale price at the end of each fiscal year during the period from
February 11, 1994 through September 30, 1997.
COMPARISON OF CUMULATIVE TOTAL RETURN
(LINE CHART GRAPHIC OMITTED)
(Plot points for Mecklermedia line graph)
Mecklermedia H&Q NASDAQ
------------ ----- ------
(DOLLARS)
2/94 100 100 100
9/94 109.82 105.13 96.87
9/95 501.66 206.77 135
9/96 497.66 236.13 153.66
9/97 526.48 304.36 190.91
APPOINTMENT OF AUDITORS
Arthur Andersen LLP, independent accountants, audited the financial
statements of the Company for the fiscal year ended September 30, 1997. Such
services consisted of the firm's audit of and report on the annual financial
statements and assistance and consultation in connection with filings with the
SEC and other matters.
Representatives of Arthur Andersen LLP are expected to attend the Annual
Meeting, will have the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
Based upon the recommendation of the Audit Committee, and subject to
approval by the stockholders, the Board of Directors has appointed Arthur
Andersen LLP, independent accountants, as auditors of the Company for the
fiscal year ending September 30, 1998. Approval by the stockholders of such
appointment will require the affirmative vote of a majority of the votes cast
at the Annual Meeting in person or by proxy and entitled to be cast.
12
<PAGE>
The Board of Directors recommends that the accompanying proxy be voted FOR
the approval of the appointment of Arthur Andersen LLP as the auditors of the
Company for the fiscal year ending September 30, 1998, and it is intended that
the proxies not otherwise limited will be voted in such manner.
OTHER ACTIONS AT THE ANNUAL MEETING
The Board of Directors knows of no other matters which are likely to be
brought before the Annual Meeting. However, if any other matters are brought
before the Annual Meeting, the proxyholders will vote proxies granted by
stockholders in accordance with their best judgment.
1998 STOCKHOLDERS' PROPOSALS
Proposals of stockholders intended to be presented at the fiscal 1998
Annual Meeting of Stockholders to be held in 1999 must be received by the
Secretary, Mecklermedia Corporation, 20 Ketchum Street, Westport, Connecticut
06880, no later than October 15, 1998.
ADDITIONAL INFORMATION
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the accompanying materials will be paid by the Company. In
addition to the solicitation of proxies by mail, the Company will request
brokers and securities dealers to obtain proxies from and send proxy materials
to their principals. Expenses incurred in connection therewith will be
reimbursed by the Company. Proxies may be solicited personally, by telephone or
telegraph, by the directors and officers of the Company without additional
compensation. The Board of Directors knows of no business to come before the
Annual Meeting other than as stated in the Notice of Annual Meeting of
Stockholders. Should any business other than that set forth in such Notice
properly come before the Annual Meeting, or any adjournment or adjournments
thereof, it is the intention of the persons named in the accompanying proxy to
vote such proxy in accordance with their judgment on such matters.
13
<PAGE>
MECKLERMEDIA CORPORATION
20 Ketchum Street
Westport, Connecticut 06880
(203) 226-6967
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Alan M. Meckler and Christopher S. Cardell
as Proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote as designated below, all the shares of common
stock of Mecklermedia Corporation held of record by the undersigned on January
21, 1998, at the Annual Meeting of Stockholders to be held on February 25,
1998, or any adjournment thereof. At their discretion, the proxies are
authorized to vote such shares of Common Stock upon such other business as may
properly come before the Annual Meeting.
The Board of Directors favors a vote for election of Alan M. Meckler,
Christopher S. Cardell, Wayne A. Martino, Michael J. Davies, Walter H.
Lippincott, Gilbert F. Bach, and Beverly C. Chell (collectively, the
"Nominees") as Directors.
(over)
<PAGE>
|X|
Please mark your vote as in this example.
When this proxy is received in time for the Annual Meeting, properly executed
and not revoked, the shares represented thereby will be voted at the meeting as
directed. If no such direction is specified, the proxy will be voted FOR the
election as directors of the Company of the Nominees named therein, and FOR
approval of the appointment of Arthur Andersen LLP, independent accountants, as
auditors of the Company for the fiscal year ending September 30, 1998.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. FOR | | WITHHELD | | 2. Approval of Arthur | | | | | |
all Nominees all Nominees Andersen LLP as Independent
Auditors
</TABLE>
<TABLE>
<S> <C>
For, except vote withheld from the following Nominee(s): Please sign name(s) exactly as printed hereon. In signing
as attorney, executor, administrator, guardian or trustee,
- ------------------------------------------------------- please give title as such. For joint accounts, all
co-owners should sign.
- -------------------------------------------------------
PLEASE MARK, SIGN AND DATE ABOVE AND RETURN
PROMPTLY.
--------------------------------------------
--------------------------------------------
SIGNATURES DATE
</TABLE>
