<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Boss Holdings, 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:
------------------------------------------------------------------------
<PAGE>
BOSS HOLDINGS, INC.
221 W. First Street, Kewanee, Illinois 61443
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 23, 1999
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Boss
Holdings, Inc., a Delaware corporation (formerly known as Vista 2000, Inc.) (the
"Company") will be held at the Board Room of Union Planters Bank N.A., 8182
Maryland Ave., First Floor, St. Louis, Missouri, 63105 on June 23, 1999, at
10:00 A.M. Central Daylight Time for the following purposes:
1. To elect six directors of the Company, each to serve until the
next Annual Meeting of Stockholders and until his successor has been
elected and qualified or until his earlier resignation or removal.
2. To ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending December 25, 1999.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on May 17, 1999,
are entitled to notice of and to vote at the Annual Meeting. A list of
shareholders entitled to vote at the Annual Meeting shall be open to the
examination of any shareholder, his agent or attorney for any purpose germane to
the Annual Meeting upon written notice, and the list shall be available for
inspection at the Annual Meeting by any shareholder that is present.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James F. Sanders
-----------------------
James F. Sanders,
Dated: May 21, 1999 Corporate Secretary
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. REGARDLESS OF
WHETHER YOU PLAN TO ATTEND, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED SO THAT YOUR SHARES MAY BE
REPRESENTED AT THE MEETING. IF YOU SEND IN YOUR PROXY CARD AND DECIDE TO ATTEND
THE MEETING TO VOTE YOUR SHARES IN PERSON, YOU STILL MAY DO SO.
<PAGE>
BOSS HOLDINGS, INC.
221 W. First Street, Kewanee, Illinois 61443
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished to stockholders of Boss Holdings,
Inc., a Delaware corporation (formerly known as Vista 2000, Inc.) (the
"Company"), in connection with the solicitation by the Board of Directors of the
Company (the "Board of Directors" or the "Board") of proxies for use at the
Annual Meeting of Stockholders (the "Meeting") scheduled to be held on
Wednesday, June 23, 1999, at 10:00 A.M. local time at the Board Room of Union
Planters Bank, N.A., 8182 Maryland Ave., First Floor, St. Louis, MO 63105, and
at any and all adjournments or postponements thereof. This Proxy Statement and
the accompanying form of proxy are being mailed first to stockholders on or
about May 21, 1999.
The proxy, when properly executed and received by the Secretary of the
Company prior to the Meeting, will be voted as therein specified unless revoked
by filing with the Secretary prior to the Meeting a written revocation or a duly
executed proxy bearing a later date. Unless authority to vote for one or more of
the director nominees is specifically withheld according to the instructions, a
signed proxy will be voted FOR the election of the six director nominees named
herein and, unless otherwise indicated, FOR each other proposal described in
this proxy statement and in the accompanying notice of meeting.
VOTING RIGHTS AND VOTES REQUIRED
The close of business on May 17, 1999, has been fixed as the record
date for the determination of stockholders entitled to receive notice of and to
vote at the Meeting. As of April 30, 1999, the Company had outstanding and
entitled to vote approximately 1,949,072 shares of Common Stock, $0.25 par value
per share ("Common Stock").
A majority of the outstanding shares of Common Stock must be
represented in person or by proxy at the Meeting in order to constitute a quorum
for the transaction of business. The record holder of each share of Common Stock
entitled to vote at the Meeting will have one vote for each share so held.
Abstentions will be treated as Common Stock present and entitled to vote for
purposes of determining the presence of a quorum. If a broker indicates on a
proxy that it does not have the discretionary authority as to certain Common
Stock (a "broker nonvote"), those shares will not be considered present and
entitled to vote with respect to that matter.
When no instructions have been given on a proxy card with respect to a
matter, the shares will be voted in the manner specified on the card.
The affirmative vote of the holders of a majority of the shares of
Common Stock represented at the Meeting in person or by proxy and entitled to
vote at the Meeting will be required to approve the election of six directors of
the Company, and ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending December 25, 1999. In
determining whether a proposal has received the requisite number of affirmative
votes, broker nonvotes will be disregarded and have no effect on the outcome of
the vote. Abstentions will be included in the vote totals and, as such, will
have the same effect as a negative vote.
<PAGE>
VOTING OF PROXIES
Shares represented by properly executed proxies will be voted at the
Meeting in accordance with the instructions specified thereon. If no
instructions are specified, the shares represented by any properly executed
proxy will be voted FOR the election of the directors of the Company, and FOR
the appointment of Grant Thornton LLP as the Company's independent auditors for
the year ending December 25, 1999.
The Board of Directors is not aware of any matter that will come before
the Meeting other than as described above. However, if any such other matter is
duly presented, in the absence of instructions to the contrary, such proxies
will be voted in accordance with the judgment of the proxy holders with respect
to such matter properly coming before the Meeting.
REVOCATION OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by a
stockholder at any time before it is exercised. Any proxy may be revoked in
writing, or by a valid proxy bearing a later date, delivered to the Secretary of
the Company or by attending the Meeting and voting in person.
SOLICITATION OF PROXIES
The expenses of this solicitation will be paid by the Company. To the
extent necessary to ensure sufficient representation at the Meeting, proxies may
be solicited by any appropriate means by officers, directors and regular
employees of the Company, who will receive no additional compensation therefor.
The Company will pay persons holding stock in their names or in the names of
their nominees, but not owning such stock beneficially (such as brokerage
houses, banks and other fiduciaries), for the expense of forwarding soliciting
material to their principals.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
A Board of Directors consisting of six directors is to be elected by
the stockholders at the Meeting, each to hold office until the next Annual
Meeting of Stockholders or until a successor is duly elected and qualified.
The Board of Directors recommends the election of the six nominees
named below, all of whom currently are directors of the Company. Unless
authority to vote for one or more of the nominees is specifically withheld
according to the instructions, proxies in the enclosed form will be voted FOR
the election of each of the six nominees named below. The Board of Directors
does not contemplate that any of the nominees will not be able to serve as a
director, but if that contingency should occur prior to the voting of the
proxies, the persons named in the enclosed proxy reserve the right to vote for
such substitute nominee or nominees as they, in their discretion, shall
determine.
G. LOUIS GRAZIADIO, III Age 49 - Chief Executive Officer and Chairman of
the Board of the Company since June 1996. He is also the Chairman and CEO of
Ginarra Holdings, Inc., a holding company with investments through various
corporations, and a director of Imperial Bancorp.
PERRY A. LERNER Age 56 - Director since June 1996. Mr. Lerner
is a Managing Director of Crown Capital Group, Inc., a New York-based investment
company. A graduate of Harvard Law School and Claremont McKenna College, Mr.
Lerner was a partner of the law firm O'Melveny & Myers from
2
<PAGE>
1984-1996 and is a member of the State Bar of New York, State Bar of California
and American Bar Association. Mr. Lerner also serves on the Board of Directors
of Imperial Credit Industries, Inc. and Franchise Mortgage Acceptance Corp.
LEE E. MIKLES Age 43 - Director since June 1996. Mr. Mikles is
Chairman of Mikles/Miller Management, LLC, and Mikles/Miller Securities, LLC.
Prior to the formation of that company, he headed Mikles/Miller Group, an
affiliate of Shearson Lehman Brothers after serving as First Vice President of
the Corporate Finance Department at Bateman Eichler, Hill Richards Inc. and as
First Vice President with Drexel Burnham Lambert, Inc. from 1981 through 1989.
Mr. Mikles also serves on the Board of Directors of Imperial Bancorp, Imperial
Bank, Imperial Ventures and Coastcast Corporation.
PAUL A. NOVELLY Age 55 - Director since June 1996. Mr. Novelly
controls Apex Oil Company, Inc. in St. Louis, MO with a refinery in Long Beach,
CA; World Point Terminals Inc., a publicly-held Canadian company, which owns and
operates petroleum storage facilities in the United States, the Netherlands and
the Bahamas; and AIC, Limited, which, headquartered in Bermuda, trades petroleum
products internationally through its office in Monaco. He also serves on the
Board of Directors of Apex Oil Company, Inc., World Point Terminals Inc.,
Intrawest Corporation, Imperial Bancorp, Coastcast Corporation and Imperial
Bank.
RICHARD D. SQUIRES Age 41 - Director since June 1996. Mr. Squires
serves as President of RS Holdings, Inc., a Dallas, Texas based real estate and
high-yield investment company, and as President of R3 Realty Corporation,
formerly Pace Membership Warehouse, Inc., a former subsidiary of K-Mart
Corporation. Mr. Squires previously has served as Chief Financial Officer of Ft.
Worth Holdings, Inc. and Vice President of Finance at American Hotels
Corporation and Second Vice President of Finance at Punta Gorda Isles, Inc. Mr.
Squires has a B.S. in Accounting from Pennsylvania State University, and a
Masters of Business Administration from Harvard University.
SHYAM H. GIDUMAL Age 40 - Director since November, 1997.
Mr. Gidumal served as President of the Company from November, 1997 until
February, 1999, when he resigned in order to devote his attention to his other
business endeavors. Mr. Gidumal has been the President of Strategic Turnarounds
& Investment Corp. and Affiliates, a New York based consulting firm since 1992,
and a Managing Director of Crown Capital Group, a New York based investment firm
since 1997. From 1989 through 1992, Mr. Gidumal was a partner in the Boston
Consulting Group. Mr. Gidumal is a graduate of Columbia University and Harvard
Business School.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
DIRECTORS. Information with respect to the current Directors of the Company
is set forth above.
EXECUTIVE OFFICERS
Following is a list of the names and ages of all the executive officers
of the Company and its principal subsidiaries as of the date of this Proxy
Statement, indicating all positions and offices with the Company held by each
such person, and each such person's principal occupations or employment during
the past five years.
3
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
BOSS HOLDINGS, INC.
- -------------------------------------------------------------------------------------------------------------------
NAME AGE POSITIONS AND OFFICES HELD AND
PRINCIPAL OCCUPATIONS OR EMPLOYMENT DURING PAST 5 YEARS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
G. Louis Graziadio, III 49 Chairman of the Board and Chief Executive Officer of the Company since June
1996. He is also the Chairman and CEO of Ginarra Holdings, Inc., a holding
company with investments through various corporations, and a director of
Imperial Bancorp.
- ----------------------------------------------------------------------------------------------------------------
J. Bruce Lancaster 43 Chief Financial Officer since April 1998. From 1995 through 1998, Mr.
Lancaster was Vice President Finance and Administration for Acme Boot
Company, Inc. Previously, from 1989 to 1995, he served in various
positions, including Vice President Finance and CFO, with Kinark
Corporation, a public corporation traded on the American Stock Exchange.
- ----------------------------------------------------------------------------------------------------------------
SUBSIDIARIES
- ----------------------------------------------------------------------------------------------------------------
Kenneth A. Fristad 57 President of Boss Manufacturing Holdings, Inc. and Boss Manufacturing
Company since 1997. He has held various previous titles, most recently
General Manager, during his 30 year tenure with Boss Manufacturing Company.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
RELATIONSHIP AMONG DIRECTORS OR EXECUTIVE OFFICERS
Mr. Graziadio and Mr. Mikles are first cousins; otherwise, there are no
family relationships existing between the officers and directors of the Company.
BOARD MEETINGS AND COMMITTEES OF THE BOARD
During the fiscal year ended December 26, 1998, ("Fiscal 1998"), the
Board held four meetings. All directors attended at least 75% of the Board
meetings, except for Mr. Novelly who attended two of the Board meetings.
The Company has standing Audit and Compensation Committees of the
Board. Although the Company has no standing Nominating Committee, the Board of
Directors will consider director nominees recommended by stockholders. Such
recommendations should be sent to the Company, to the attention of the
Secretary.
The members of the Audit Committee are Messrs. Mikles and Squires. The
Committee reviews with Grant Thornton LLP, the Company's independent auditors,
the Company's financial statements and internal accounting procedures, Grant
Thornton LLP's auditing procedures and fees, and the possible effects of
professional services upon the independence of Grant Thornton LLP. The Audit
Committee held two meetings during Fiscal 1998.
The members of the Compensation Committee are Messrs. Lerner and
Novelly. The Committee makes recommendations to the Board with respect to
compensation and benefits paid to the Company's senior management. The
Compensation Committee also makes determinations under the Company's
4
<PAGE>
various plans providing incentive compensation for management. See "EXECUTIVE
COMPENSATION." The Compensation Committee held one meeting during Fiscal 1998.
COMPENSATION OF DIRECTORS
During Fiscal 1998, each of the Company's directors earned an annual
stipend of $15,000, and directors' fees of $5,000 per quarter. The Fiscal 1998
compensation earned by each of the directors totaled $35,000. The total
compensation earned by all directors during Fiscal 1998 was $210,000. The
Company also reimburses its directors for reasonable expenses incurred in
connection with attending Board and Board committee meetings. Except as
described under "Directors' Stock Options" below, the Company had no other
compensation arrangements with directors during Fiscal 1998.
The Board has reduced the base compensation to directors for service
during 1999. Directors will continue to receive an annual stipend of $15,000,
but quarterly directors' fees are reduced to $2,000 per quarter. In addition,
the Company will pay compensation of $1,200 per special Board meeting attended
(i.e., non-regularly scheduled meeting) or for more than four regular board
meetings per year. Committee members are to receive compensation of $500 per
committee meeting attended.
DIRECTORS' STOCK OPTIONS
Pursuant to the affirmative vote of shareholders at the Company's most
recent Annual Meeting, the Company has adopted the 1998 Non-Employee Director
Stock Option Plan (the "1998 Director Plan") under which the Company may issue
non-qualified options for the purchase of up to a total of 90,000 shares of
Common Stock. During Fiscal 1998, none of such options were issued.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
To the best of the Company's knowledge, for the fiscal year ended December 26,
1998: (i) Shyam H. Gidumal and G. Louis Graziadio each filed a report on Form 5
reporting one late transaction during 1998 relating to exercise of stock
options; (ii) G. Louis Graziadio untimely filed a report on Form 5 reporting one
late transaction occurring during 1997 relating to exercise of stock options;
and (iii) J. Bruce Lancaster untimely filed a report on Form 5 reporting
transactions which occurred in 1998, but were exempt from reporting on Form 4.
To the Company's best knowledge, all other Forms 3, 4 or 5 required to be filed
during Fiscal 1998 were filed on a timely basis.
EXECUTIVE COMPENSATION
COMPENSATION TABLES
The compensation paid in Fiscal 1998 to the Company's Chief Executive
Officer and to each of the other executive officers and of the subsidiaries
whose total compensation exceeded $100,000 are as follows:
5
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
1998 SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------------------
BOSS HOLDINGS, INC.
- --------------------------------------------------------------------------------------------------------------------------------
Other Annual All
Compen- Other
Name and Principal Year Annual sation Long-Term Compensation Compen-
Position Compensation ($) ---------------------- sation
------------------ ($)
Salary Bonus Awards Payouts
($) ($) ---------------------- --------
Restricted Options LTIP
Stock SARs Payout
Awards (#)(4) ($)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
G. Louis Graziadio, 1998 -0- -0- -0- -0- -0- -0- 35,000
III(1) CEO and 1997 -0- -0- -0- -0- 96,000 -0- 465,000
Chairman of the Board 1996 -0- -0- -0- -0- -0- -0- 138,000
- --------------------------------------------------------------------------------------------------------------------------------
Shyam H. Gidumal, 1998 -0- -0- -0- -0- -0- -0- 136,000
President(2) 1997 -0- -0- -0- -0- 96,000 -0- 1,035,000
1996 -0- -0- -0- -0- -0- -0- 308,000
- --------------------------------------------------------------------------------------------------------------------------------
J. Bruce Lancaster, 1998 92,192 -0- -0- -0- -0- -0- 38,665
CFO(3)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
THE SUBSIDIARIES
- --------------------------------------------------------------------------------------------------------------------------------
Other Annual All
Compen- Other
Name and Principal Year Annual sation Long-Term Compensation Compen-
Position Compensation ($) ---------------------- sation
------------------ ($)
Salary Bonus Awards Payouts
($) ($) ---------------------- --------
Restricted Options LTIP
Stock SARs Payout
Awards (#) ($)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ken Fristad, President of 1998 125,000 37,500 -0- -0- -0- -0- 1,242
BMHI Subsidiary 1997 95,865 48,000 -0- -0- -0- -0- -0-
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) On June 6, 1996, Mr. Graziadio was elected Chief Executive Officer by
the Board of Directors. Compensation for his services is as
periodically determined by the Board's Compensation Committee, based on
the type and extent of services provided by Mr. Graziadio.
6
<PAGE>
(2) Fiscal 1998 compensation for Mr. Gidumal includes $35,000 he earned in
director's fees. All other compensation shown for Mr. Gidumal was paid
to companies in which Mr. Gidumal is a principal for activities prior
to Mr. Gidumal being elected as an officer and director. (See Item 13.
Certain Relationships and Related Transactions.) Mr. Gidumal was
elected President of the Company effective November 1, 1997 and he
resigned from such position effective February 3, 1999, in order to
devote his attention to his other business endeavors.
(3) Mr. Lancaster was appointed Chief Financial Officer of the Company in
April 1998. Other compensation paid to Mr. Lancaster consisted
primarily of relocation expenses and associated tax payments reimbursed
by the Company in 1998.
(4) All figures in this column reflect options to purchase shares of Common
Stock.
Pursuant to the affirmative vote of shareholders at the Company's 1998
Annual Meeting of Stockholders, the Company has adopted its 1998 Incentive Stock
Option Plan (the "1998 Plan") under which the Company may issue qualified or
non-qualified stock options to employees, consultants and other key persons for
the purchase of up to a total of 210,000 shares of Common Stock. During Fiscal
1998, none of such options were granted to any Executive Officers or others.
During 1997, 96,000 options were granted under the Company's 1993 Incentive
Stock Option Plan to the Executive Officers of the Company and its subsidiaries.
The Company has no stock appreciation rights ("SARs") outstanding.
The following sets forth the value of options exercised during the year
and unexercised options held by the named executive officers on December 26,
1998:
AGGREGATED OPTIONS/SAR EXERCISES IN THE LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Name Shares Acquired (1) (2) Number of (1)
on Exercise Value Securities Underlying Value of Unexercised
Realized Unexercised In-the-Money Options/SARs
($) Options/SARs at Fiscal at Fiscal Year-End
Year End ($)
---------------------------------------------------
Exercisable/ Exercisable/
Unexercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
G. Louis Graziadio III 48,000 39,000 0 / 0 0 / 0
- -------------------------------------------------------------------------------------------------------------
Shyam H. Gidumal 48,000 39,000 0 / 0 0 / 0
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Assumes a market price of $1.57 per share based on unofficial trading
history less the option exercise price of $.75 per share.
(2) All figures in this column reflect options to purchase shares of Common
Stock.
EMPLOYMENT AGREEMENTS
The Company does not have an employment agreement with any executive
officer of the Company.
7
<PAGE>
REPORT OF COMPENSATION COMMITTEE WITH RESPECT TO EXECUTIVE COMPENSATION
The following report of the Compensation Committee required by the rule
of the SEC to be included in the Proxy Statement shall not be deemed
incorporated by reference by any statement incorporating this Proxy Statement by
reference into any filing under the Securities Act of 1933, as amended (the
"Securities Act") or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
either such Act.
EXECUTIVE COMPENSATION PHILOSOPHY:
The Company has not formally adopted an executive compensation
philosophy. Due to the changing character of the Company, as it has proceeded
through a period of reorganization and transition, the Board has maintained the
executive decision-making functions using the services of Mr. Graziadio and a
select group of outside consultants. As the Company moves to develop and revise
its overall business strategy, the executive compensation philosophy will be
formalized.
EICP:
The Company does not have an Executive Incentive Compensation Plan.
Recommendations for executive compensation are made by the Board's Compensation
Committee and approved by the Board on an as-needed basis. The Company from
time-to-time has retained Johnson & Associates, a management and benefits
consultant, to provide advice on the type and amount of compensation to be paid
to executive officers, directors and consultants.
EXECUTIVE OFFICER COMPENSATION:
The Company's Fiscal 1998 and current total compensation programs for
executive officers may consist of both cash and stock-based compensation. The
annual cash compensation and any incentive bonuses are decided by vote of the
Board on a discretionary basis. Executive compensation in the form of stock
options is included under the Company's 1998 Incentive Stock Option Plan, as
amended. Under this Plan, the number of Options granted and vesting periods are
decided at the discretion of the Compensation Committee of the Board of
Directors. The Company's Compensation Committee consists of Perry A. Lerner and
Paul A. Novelly.
CHIEF EXECUTIVE OFFICER COMPENSATION:
Compensation paid to Mr. Graziadio as Chief Executive Officer during
Fiscal 1998 consisted solely of $35,000 in director's fees.
STOCK PRICE PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
return to stockholders on the Common Stock during the four year and two month
period ended December 26, 1998, based on the market price thereof and taking
into account all stock splits in the form of stock dividends paid through Fiscal
1998, with the cumulative total return of companies on the NASDAQ Stock Market
and NASDAQ companies comprising SIC Codes 3420-3429 (cutlery, hand tools and
general hardware).
8
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Date Boss Holdings, NASDAQ NASDAQ
Inc. Stock Market Stocks
(US Companies) (SIC 3420-3429
US Companies)
<S> <C> <C> <C>
10/25/94 100 100 100
10/26/94 92.486 100.706 97.915
11/25/94 78.613 98.273 96.598
12/23/94 67.497 98.222 93.045
1/26/95 43.856 100.386 86.075
2/24/95 46.597 105.043 87.785
3/24/95 54.82 108.744 84.275
4/26/95 45.227 110.966 85.954
5/26/95 65.784 115.843 87.145
6/26/95 117.863 123.308 84.512
7/26/95 153.496 132.93 78.917
8/25/95 145.273 135.918 81.179
9/26/95 137.05 138.348 78.058
10/26/95 135.68 135.815 70.714
11/24/95 179.536 137.573 75.33
12/26/95 211.057 140.464 68.982
1/26/96 235.726 139.025 66.847
2/26/96 246.69 148.686 68.136
3/26/96 282.323 145.44 72.15
4/26/96 75.378 159.047 75.343
5/24/96 37.004 167.527 84.102
6/26/96 32.207 154.992 76.603
7/26/96 9.249 145.059 78.876
8/26/96 9.249 153.037 81.968
9/26/96 9.249 165.203 83.021
10/25/96 2.312 163.345 86.964
11/26/96 1.156 171.744 89.122
12/26/96 1.156 173.836 96.274
1/24/97 1.156 183.039 100.156
2/26/97 1.850 179.522 105.637
3/26/97 1.156 169.97 108.027
4/25/97 1.850 161.891 95.899
5/23/97 2.220 186.331 98.715
6/26/97 3.699 192.784 107.593
7/25/97 4.624 210.699 101.734
8/26/97 1.156 214.185 113.014
9/26/97 4.624 225.996 109.499
10/24/97 1.156 222.284 115.431
11/26/97 2.312 214.915 116.422
12/26/97 1.480 204.112 118.072
1/26/98 1.156 210.859 126.544
2/26/98 2.312 240.337 126.913
3/26/98 1.156 247.086 130.986
4/24/98 2.312 252.199 125.746
5/26/98 1.156 239.214 108.165
6/26/98 1.445 251.425 108.252
7/24/98 1.480 259.604 95.438
8/26/98 1.156 238.776 88.384
9/25/98 2.405 236.816 87.246
10/26/98 1.850 234.341 72.521
11/25/98 1.295 269.524 78.101
12/24/98 1.133 294.858 76.423
</TABLE>
Notes to Performance Graph:
A. Information concerning the NASDAQ index, comparative industry
index and Company stock prices prior to its delisting from
NASDAQ as of 5/31/96 were provided by the CENTER FOR RESEARCH
IN SECURITY PRICES.
B. Information concerning the Company's stock price since
5/31/96 is based on unofficial month-end pricing obtained by
the Company from over-the-counter sources, including internet
stock-price services.
C. The lines represent monthly index levels derived from
compounded daily returns that include all dividends.
D. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
E. If the monthly interval, based on the fiscal year-end, is not
a trading day, the preceding trading day is used.
F. The index levels for all series were set to $100.00 on
10/25/94.
G. Produced on 5/13/99 including data to 12/26/98.
9
<PAGE>
There can be no assurance that the Company's stock performance will continue
into the future with the same or similar trends depicted in the graph above. The
Company will neither make nor endorse any predictions as to future stock
performance.
The Stock Price Performance Graph above shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act or the Exchange
Act, except to the extent that the Company specifically incorporates this
information by reference and shall not otherwise be deemed filed under such Act.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July 1996, the Board of Directors contracted with a turnaround
management company, S. Gidumal & Company, Inc., and its affiliate, Strategic
Turnarounds & Investment Corp. (collectively "STIC"), to assist with the
restructuring of the Company, including operations, financing, litigation,
strategic planning and divestitures. Mr. Shyam Gidumal is a principal with STIC
and in September 1996 became a member of the Board of Directors of ACPI and
other subsidiaries of ACPI. In November, 1997, Mr. Gidumal became a member of
the Board of Directors of the Company and was elected President of the Company.
STIC was involved in the resolution of certain class action litigation involving
the Company, sale of the assets of the FSPI subsidiary, financing transactions
involving the Company's ACPI and Alabaster subsidiaries, and the sale of the key
and numbers, letters and signs business of ACPI. STIC received payments for its
services in the approximate amounts of $101,000 and $1,035,000, respectively,
during 1998 and 1997.
The Company has received a claim for payment of legal fees from former
members of the Company's Board of Directors, pursuant to inquiries made by the
SEC and other litigation matters. The Company has refused to pay such amounts
because it believes the nature of the actions taken by such persons do not
qualify for indemnification by the Company. The Company may be required to pay
certain of these legal fees but does not believe them material in amount.
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of January 31, 1999, certain
information regarding the beneficial ownership of Common Stock by (i) each
person known by the Company to be beneficial owner of more than five percent of
the outstanding shares of Common Stock, (ii) each director; (iii) each Named
Executive Officer; and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) COMMON STOCK BENEFICIALLY
OWNED
-----------------------------------------------------------------------------------
NO. OF SHARES % OF CLASS
-----------------------------------------------------------------------------------
<S> <C> <C>
MR. G. LOUIS GRAZIADIO, III (2) 191,648 9.9%
2325 Palos Verdes Drive West, Suite 211
Palos Verdes Estates, CA 90274
-----------------------------------------------------------------------------------
MR. PERRY A. LERNER 21,000 1.1%
660 Madison Ave., New York, NY 10022
-----------------------------------------------------------------------------------
MR. LEE E. MIKLES 79,283 4.1%
1801 Century Park East, Suite 460
Los Angeles, CA 90067
-----------------------------------------------------------------------------------
MR. PAUL A. NOVELLY (3) -- --
8182 Maryland Ave., St. Louis, MO 63105
-----------------------------------------------------------------------------------
MR. RICHARD D. SQUIRES 79,283 4.1%
4229 Cochran Chapel, Dallas, TX 75209
-----------------------------------------------------------------------------------
MR. SHYAM H. GIDUMAL 154,283 7.9%
660 Madison Ave., New York, NY 10022
-----------------------------------------------------------------------------------
MR. J. BRUCE LANCASTER 2,600 *
221 W. First St., Kewanee, IL 61443
-----------------------------------------------------------------------------------
MR. KENNETH A. FRISTAD 2,000 *
221 W. First St., Kewanee, IL 61443
-----------------------------------------------------------------------------------
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A 530,097 27.3%
GROUP (8 Persons)
-----------------------------------------------------------------------------------
</TABLE>
- -------------
(1) Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and investment power with respect to all
shares of common stock beneficially owned by them. Under the rules of
the Securities and Exchange Commission, a person is deemed to be a
"beneficial" owner of securities if he or she has or shares the power
to vote or direct the voting of such securities or the power to direct
the disposition of such securities. More than one person may be deemed
to be a beneficial owner of the same securities.
11
<PAGE>
(2) Mr. Graziadio disclaims the beneficial ownership of approximately
74,648 of these shares which are owned by Ginarra Holdings, Inc., as to
which Mr. Graziadio has sole voting and investment power, but disclaims
any pecuniary interest. Does not include 52,453 shares (2.7% of shares
outstanding) which are owned by Graziadio Family Trust, a trust
established by Mr. Graziadio, but as to which he is neither a trustee
nor a beneficiary. Mr. Graziadio disclaims beneficial ownership of all
shares owned by Graziadio Family Trust.
(3) Does not include 87,283 shares (4.5% of shares outstanding), which are
owned by Novelly Exempt Trust, an irrevocable trust established by Mr.
Novelly, but as to which he is not a trustee and does not have the
right to name or replace the trustee. Mr. Novelly disclaims beneficial
ownership of the shares owned by Novelly Exempt Trust.
* Number of shares owned is less than 1% of shares outstanding.
PROPOSAL NO. 2
APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 25, 1999.
The firm of Grant Thornton LLP, Certified Public Accountant, served as
the independent auditors of the Company for Fiscal 1998, and the Board of
Directors recommends the appointment of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending December 25, 1999. This
recommendation will be presented to the stockholders for their approval at the
Meeting. The Board of Directors recommends a vote in favor of the proposal to
ratify this selection, and the persons named in the enclosed proxy (unless
otherwise instructed therein) will vote such proxies FOR such proposal. If the
stockholders do not approve this selection, the Board will consider other firms
for this engagement. The Company has not yet formally engaged Grant Thornton LLP
for these services and the actual engagement will be dependent upon reaching a
satisfactory agreement with the accounting firm on all terms, including the fees
to be charged.
The Company has been advised by Grant Thornton LLP that a
representative may be present at the Meeting and, if present, will be available
to respond to appropriate questions. In addition, the Company would provide such
representative an opportunity to make any statements if he should so desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPOINTMENT OF GRANT THORNTON LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 25, 1999.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's
2000 Annual Meeting of Stockholders must be received by the Company at its
principal executive offices no later than December 24, 1999 in order to be
included in the Company's Proxy Statement and form of proxy relating to that
meeting.
12
<PAGE>
FORM 10-K
THE COMPANY, UPON WRITTEN REQUEST, WILL PROVIDE WITHOUT CHARGE TO EACH
STOCKHOLDER A COPY OF ITS ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 26, 1998. REQUESTS
SHOULD BE DIRECTED TO:
Bruce Lancaster
Chief Financial Officer
Boss Holdings, Inc.
221 W. First Street
Kewanee, IL 61443
OTHER BUSINESS
The Board does not intend to bring any other business before the
Meeting, and, so far as is known to the Board, no matters are to be brought
before the Meeting except as specified in the notice of the Meeting. As to any
business that may properly come before the Meeting, however, it is intended that
proxies, in the form enclosed, will be voted in respect thereof in accordance
with the judgment of the persons voting such proxies.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James F. Sanders
-----------------------
James F. Sanders,
Corporate Secretary
Dated: May 21, 1999
13
<PAGE>
BOSS HOLDINGS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby constitutes and appoints G. Louis Graziadio, III and
James F. Sanders, and each of them, his or her true and lawful agent and proxy
with full power of substitution in each, to represent and to vote on behalf of
the undersigned all of the shares of common stock of Boss Holdings, Inc.
(formerly known as Vista 2000, Inc.), a Delaware corporation (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Company to be held at the Board Room of Union Planters Bank N.A., 8182
Maryland Ave., First Floor, St. Louis, Missouri 63105 at 10:00 A.M. Central
Daylight Time, on Wednesday, June 23, 1999, and at any adjournment or
adjournments thereof, upon the following proposals more fully described in the
Notice of Annual Meeting of Stockholders and Proxy Statement for the Meeting
(receipt of which is hereby acknowledged).
This proxy when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted FOR each of proposals 1, 2 and 3.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS Nominees: G. Louis Graziadio, III, Perry A. Lerner, Lee E. Mikles, Paul A. Novelly, Shyam H. Gidumal,
Richard D. Squires
/ / VOTE FOR ALL THE NOMINEES, EXCEPT / / VOTE WITHHELD FROM ALL NOMINEES
vote withheld from the following nominees (if any)
2. Ratify the appointment of Grant Thornton LLP as independent auditors of the Company for the fiscal year ending December 25,
1999.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
3. In his discretion, the proxy is authorized to vote upon other matters as may properly come before the Meeting.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
Dated ______________________, 1999
__________________________________
Signature of Stockholder
__________________________________
Signature of Additional
Stockholder if held jointly
THIS PROXY MUST BE SIGNED EXACTLY
AS THE NAME APPEARS HEREON. WHEN
SHARES ARE HELD BY JOINT TENANTS,
BOTH SHOULD SIGN. IF THE SIGNER IS
A CORPORATION, PLEASE SIGN FULL
CORPORATE NAME BY AN AUTHORIZED
OFFICER, GIVING FULL TITLE. IF A
PARTNERSHIP, PLEASE SIGN IN FULL
PARTNERSHIP NAME BY AUTHORIZED
PERSON.
PLEASE MARK, SIGN AND RETURN THE PROXY PROMPTLY, USING THE ENCLOSED ENVELOPE.
