SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
TALX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
[LOGO]
NOTICE OF THE ANNUAL MEETING OF
THE SHAREHOLDERS OF
TALX CORPORATION
St. Louis, Missouri
July 18, 1997
TO THE SHAREHOLDERS OF
TALX CORPORATION
The Annual Meeting of the Shareholders of TALX Corporation will be held at
the Holiday Inn Westport, 1973 Craigshire Drive, St. Louis, Missouri 63146 on
August 21, 1997, commencing at 2:00 p.m., St. Louis time, at which meeting only
holders of record of the Company's Common Stock at the close of business on
July 1, 1997 will be entitled to vote, for the following purposes:
1. To elect two directors;
2. To ratify the appointment of KPMG Peat Marwick LLP as the independent
auditor of the Company for the 1998 fiscal year;
3. To transact such other and further business, if any, as properly may be
brought the meeting.
TALX CORPORATION
By: William W. Canfield
Chairman of the Board
Craig N. Cohen
Secretary
EVEN THOUGH YOU MAY PLAN TO ATTEND THE MEETING IN PERSON, PLEASE MARK,
DATE, AND EXECUTE THE ENCLOSED PROXY AND MAIL IT PROMPTLY. A POSTAGE-PAID RETURN
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
[CORPORATE LOGO]
TALX CORPORATION
1850 BORMAN COURT, ST. LOUIS, MISSOURI 63146
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD AUGUST 21, 1997
-------------------------------------------------------------------
This proxy statement is furnished to the holders of Common Stock of TALX
Corporation (the "Company" or "TALX") in connection with the solicitation of
proxies for use in connection with the Annual Meeting of the Shareholders to be
held at the Holiday Inn Westport, 1973 Craigshire Drive, St. Louis, Missouri
63146 on August 21, 1997 at 2:00 p.m. St. Louis time, and all adjournments or
postponements thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of the Shareholders. Such holders are hereinafter referred to as
the "Shareholders." The Company is first mailing this proxy statement and the
enclosed form of proxy to Shareholders on or about July 18, 1997.
Whether or not you expect to be present in person at the meeting, you are
requested to complete, sign, date, and return the enclosed form of proxy, and
the shares represented thereby will be voted in accordance with your
instructions. If you attend the meeting, you may vote by ballot. If you do not
attend the meeting, your shares of Common Stock can be voted only when
represented by a properly executed proxy.
Any person giving such a proxy has the right to revoke it at any time
before it is voted by giving written notice of revocation to the Secretary of
the Company, by duly executing and delivering a proxy bearing a later date, or
by attending the Annual Meeting and voting in person.
The close of business on July 1, 1997 has been fixed as the record date for
the determination of the Shareholders entitled to vote at the Annual Meeting of
the Shareholders. As of the record date, 5,282,984 shares of Common Stock were
outstanding and entitled to be voted at such meeting, with 100 holders of
record. Shareholders will be entitled to cast one vote on all matters for each
share of Common Stock held of record on the record date.
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended March 31, 1997 accompanies this proxy statement.
The solicitation of this proxy is made by the Board of Directors of the
Company. The solicitation will be by mail and the expense thereof will be paid
by the Company. In addition, proxies may be solicited by telephone, telefax or
other means, or personal interview, by directors, officers or regular employees
of the Company.
<PAGE>
COMMON STOCK OWNERSHIP OF DIRECTORS, NOMINEES AND OFFICERS
The following table sets forth information regarding the amount of the
outstanding Common Stock as of June 18, 1997 beneficially owned by each director
and nominee, the Chief Executive Officer and the three other most highly
compensated executive officers of the Company (each a "Named Executive") and all
of the directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Percent of
Number of Shares Common Stock
Name of Beneficial Owner Beneficially Owned Outstanding(1)
- ----------------------------------------------- ------------------ --------------
<S> <C> <C>
William W. Canfield ........................... 538,386(2) 10.2%
Craig N. Cohen ................................ 11,982(3) *
Richard F. Ford ............................... 681,231(4) 12.9%
Craig E. LaBarge .............................. 1,500 *
Michael E. Smith .............................. 16,556(5) *
Eugene M. Toombs .............................. 475,768(6) 9.0%
John E. Tubbesing ............................. 39,930(7) *
M. Steve Yoakum ............................... -- --
All directors and executive officers as a group
(8 persons) ................................. 1,765,353(8) 33.0%
- ---------------
<FN>
* Represents beneficial ownership of less than one percent.
(1) Percentages are determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2) Includes 63,209 shares held in trust for Mr. Canfield's children for which
Mr. Canfield's spouse is trustee, and 7,849 shares which Mr. Canfield may
acquire upon the exercise of common stock purchase warrants.
(3) Includes 10,856 shares which Mr. Cohen may acquire upon exercise of options
within 60 days after June 18, 1997.
(4) Includes 660,824 shares beneficially owned by Gateway Venture Partners II,
L.P., the manager of which is Gateway Associates, of which Mr. Ford is the
managing general partner, and 20,407 shares which Gateway Partners, L.P. (of
which Mr. Ford is the managing general partner), may acquire upon exercise
of common stock purchase warrants.
(5) Includes 13,541 shares which Mr. Smith may acquire upon the exercise of
options within 60 days after June 18, 1997.
(6) Includes 471,629 shares owned by MiTek, Inc. of which Mr. Toombs is
President and Chief Executive Officer and a director, and 3,139 shares which
Mr. Toombs may acquire upon the exercise of common stock purchase warrants.
(7) Includes 37,827 shares which Mr. Tubbesing may acquire upon the exercise of
options within 60 days after June 18, 1997.
(8) Includes 93,618 shares which may be acquired upon exercise of options or
warrants within 60 days after June 18, 1997.
</TABLE>
2
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to each
person known to the Company to be the beneficial owner of more than 5% of the
Company's outstanding Common Stock as of June 18, 1997:
Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership of Class(1)
- --------------------------------------------- -------------------- -----------
Gateway Venture Partners II, L.P.(2) ........ 660,824 12.6%
William W. Canfield(3) ...................... 538,386 10.2%
MiTek, Inc.(4) .............................. 471,629 9.0%
- ---------------
(1) Percentages are determined in accordance with Rule 13d-3 under the Exchange
Act.
(2) The address of Gateway Venture Partners II, L.P. is 8000 Maryland Avenue,
St. Louis, MO 63105. Richard F. Ford, a director of the Company, is managing
general partner of Gateway Associates, which is the manager of Gateway
Venture Partners II, L.P.
(3) Mr. Canfield's address is c/o TALX Corporation, 1850 Borman Court, St.
Louis, MO 63146. Includes 63,209 shares held in trust for Mr. Canfield's
children for which Mr. Canfield's spouse is trustee, and 7,849 shares which
Mr. Canfield may acquire upon the exercise of common stock purchase
warrants.
(4) The address of MiTek, Inc. is 14515 N. Outer Forty Rd., St. Louis, MO 63017.
Eugene M. Toombs, a director of the Company, is President and Chief
Executive Officer and a director of MiTek, Inc.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers, and persons who beneficially own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission (the "SEC"). Directors, executive officers, and greater than
10 percent beneficial shareholders are required by SEC regulation to furnish the
Company with copies of all Forms 3, 4 and 5 they file.
Based solely on the Company's review of the copies of such forms it has
received, or written representations from certain reporting persons that no
Forms 5 were required for these persons, the Company believes that all its
directors, executive officers and greater than ten percent beneficial owners
complied with all filing requirements applicable to them with respect to
transactions during its fiscal year ended March 31, 1997, except that William W.
Canfield (4), Richard F. Ford (2), Michael E. Smith (1), Eugene M. Toombs (2),
John E. Tubbesing (1), Gateway Venture Partners II, L.P. (2) and MiTek, Inc. (a
former owner of more than a ten percent beneficial interest in the Company) (1)
each filed a late Form 4 report for the month of October 1996 relating to the
number of transactions in parenthesis next to their respective names (including
as one transaction single events relating to the Company's Series A, Series B
and/or Series C Preferred Stock). Such Form 4s were necessitated by the
automatic conversion of each of the reporting person's respective shares of the
Company's preferred stock into shares of the Common Stock upon completion of the
Company's initial public offering.
3
<PAGE>
I. ELECTION OF DIRECTORS
NOMINEES AND CONTINUING DIRECTORS
The Board of Directors is divided into three classes, with the terms of
office of each class ending in successive years. At the Annual Meeting, two
directors of the Company are to be elected for terms expiring at the Annual
Meeting in 2000, or until their respective successors have been elected and have
qualified. Certain information with respect to the nominees for election as
directors proposed by the Company and the other directors whose terms of office
as directors will continue after the Annual Meeting is set forth below. Each of
the nominees and directors has served in his principal occupation for the last
five fiscal years, unless otherwise indicated. Should any one or more of the
nominees be unable or unwilling to serve (which is not expected), the proxies
(except proxies marked to the contrary) will be voted for such other person or
persons as the Board of Directors of the Company may recommend.
Served As
Director
Name, Age, Principal Occupation or Position, Other Directorships Since
- --------------------------------------------------------------------- ---------
TO BE ELECTED FOR TERMS ENDING IN 2000:
Eugene M. Toombs, 55 1994
Mr. Toombs is President and Chief Executive Officer and a
director of MiTek, Inc. ("MiTek"), which is an international
building components corporation with operations in nineteen
countries around the world. Mr. Toombs has held the position of
Chief Executive Officer since January 1, 1993. Prior to that, Mr.
Toombs was President and Chief Operating Officer since 1991 and a
Corporate Vice President from 1989 when he joined MiTek. Other
professional services includes five years with Sonoco Products
Co. as a Vice President and President of a joint-venture company
and thirteen years at Boise Cascade Corporation where he held a
variety of general management positions, including the presidency
of a joint-venture packaging company. Mr. Toombs holds a Bachelor
of Science Degree from Fairleigh Dickinson University and an
Executive Education Degree from Harvard Business School.
Mr. Steve Yoakum, 43 1991
Mr. Yoakum is the Chief Operating Officer of Rockwood Capital
Advisors, L.L.C., a fixed income investment management firm
managing tax exempt assets, a position held since April 1997.
From 1994 through March 1997, he was Executive Director of The
Public School Retirement System of Missouri. Prior to his role at
Public School, Mr. Yoakum held the position of Executive Director
of the Missouri State Employee's Retirement System ("MOSERS")
from 1987 to 1994. Additionally, Mr. Yoakum served two years as
Executive Director of the Joint Committee on Public Employee
Retirement Systems ("JCPERS") and eight years as Assistant
Executive Director of the Missouri Local Government Employees'
Retirement System. Mr. Yoakum holds a Bachelor of Science degree
in Public Administration from the University of
Missouri-Columbia.
4
<PAGE>
TO CONTINUE IN OFFICE UNTIL 1999:
William W. Canfield, 57 1986
Mr. Canfield has been President and Chief Executive Officer and a
director of the Company since 1986 and has been Chairman of the
Board of Directors since 1988. He had earlier become Chairman of
the Board of EKI, Incorporated ("EKI"), which was acquired by the
Company in fiscal 1994. For approximately 10 years, Mr. Canfield
was President of Intech Group Inc. ("Intech Group"), until its
acquisition by the Company in 1996 (see "Certain Relationships
and Related Transactions") and from 1985 through 1989, Mr.
Canfield was Chairman, and a principal shareholder of Noetic
Technologies Corp., an engineering software company which was
purchased by MacNeal-Schwendler Corporation in 1989. Prior to
that, Mr. Canfield was one of two founders of Financial Data
Systems, Inc. which was started in 1968. In 1980, the company,
which provided services and turnkey systems to savings banks, was
purchased by Citicorp. Mr. Canfield is a director of Jefferson
Savings Bancorp, Inc. Mr. Canfield holds a Bachelor of Science
degree in Electrical Engineering from Purdue University and an
M.B.A. degree from Washington University.
Richard F. Ford, 60 1987
Mr. Ford is Managing General Partner of Gateway Associates L.P.,
a venture capital management firm he formed in 1984. From
1976-1983, he was President and Chief Operating Officer of
Centerre Bancorporation (a regional bank holding company later
acquired by Boatmen's Bancshares, Inc. which in turn was recently
acquired by NationsBank Corporation). He joined the lead bank of
Centerre Bancorporation in 1971 as Vice President of Corporate
Lending before becoming President. Mr. Ford has served as
Chairman of the American Bankers Association Commercial Lending
Division and is a director of CompuCom Systems, Inc., D&K
Wholesale Drug, Inc. and Stifel Financial Corp. Mr. Ford holds a
Bachelor of Arts degree in Economics from Princeton University.
TO CONTINUE IN OFFICE UNTIL 1998:
Craig E. LaBarge, 46 1994
Mr. LaBarge is Chief Executive Officer and President and a
director of LaBarge, Inc., a publicly held company which is
listed on the American Stock Exchange. LaBarge, Inc. is engaged
in the contract engineering and manufacture of sophisticated
electronic systems and devices and complex interconnect systems.
Mr. LaBarge has held the position of Chief Executive Officer and
President since 1991. Prior to that, Mr. LaBarge held the
position of Chief Operating Officer and President from 1986-1991
and President of the Electronics Division from 1979-1986. Mr.
LaBarge holds a Bachelor of Science degree from St. Louis
University.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met four times during fiscal 1997. Each incumbent
director attended at least 75% of the meetings of the Board and committees on
which he served during 1997.
5
<PAGE>
The Board of Directors has an Audit Committee and a Compensation Committee.
It does not have a nominating or similar committee. The Audit Committee which
was formed in November 1996, of which Messrs. Canfield, LaBarge and Yoakum are
members, met one time in the past fiscal year. This committee is responsible for
recommending a public accounting firm to be retained for the coming year and
reviews the work to be done by such firm and the adequacy of the Company's
internal controls. The Compensation Committee, consisting of Messrs. Canfield,
Ford and Toombs, establishes and oversees the compensation policies of the
Company and determines executive compensation. The committee held two meetings
in the past fiscal year. See "Compensation Committee Report on Executive
Compensation."
DIRECTOR COMPENSATION
The Company pays each director a $500 fee for each Board meeting attended
and a $250 fee for each Committee meeting attended, plus expenses. Officers of
the Company do not receive any additional compensation for serving the Company
as members of the Board of Directors or any of its Committees.
Pursuant to the Company's Outside Directors' Stock Option Plan (the
"Outside Directors' Plan"), adopted in July 1996, each non-employee director
will receive on April 1 of each year an option to purchase 1,500 shares of
Common Stock at an exercise price equal to the fair market value of the Common
Stock on the grant date. The options have a term of six years and become
exercisable one year after date of grant, provided, that no option may be
exercised at any time unless the participant is then an outside director and has
been so continuously since the granting of the option (except as described
below), and provided further that upon a Change in Control (as defined in the
Outside Directors' Plan), the options will become immediately exercisable.
Unexercised options will expire upon the termination of a participant's service
as a director of the Company, unless such termination was by reason of death or
disability or subsequent to a Change in Control, in which case the personal
representative of the participant may exercise any or all of the participant's
unexercised unexpired options (provided such exercise occurs within 12 months of
the date of the participants' death or termination) or, in the case of a Change
in Control, the participant may exercise any or all of the participant's
unexercised unexpired options but not after the term of such options. A total of
80,000 shares of Common Stock have been authorized for issuance under the
Outside Directors' Plan. Unless earlier terminated by the Board of Directors,
the Plan will terminate on July 15, 2006.
EXECUTIVE OFFICERS
Name Age Position
- -------------------------- --- -----------------------------------------------
William W. Canfield....... 58 Chairman, President and Chief Executive Officer
John E. Tubbesing......... 45 Executive Vice President
Michael E. Smith.......... 53 Vice President
Craig N. Cohen............ 38 Chief Financial Officer and Secretary
William A. Canfield, Chairman, President and Chief Executive Officer. For
more information about Mr. Canfield, please see the appropriate description
above under the above caption "Nominees and Continuing Directors."
6
<PAGE>
John E. Tubbesing, Executive Vice President. Mr. Tubbesing has been a Vice
President of the Company since 1988 and the Executive Vice President of the
Company since 1992 and is currently responsible for all Sales and Marketing. His
experience prior to joining the Company in 1988 was as Vice President, Marketing
for LDXNet, a predecessor to Wiltel, a national fiber optic-based
telecommunications carrier, and as a Sales Manager for McDonnell Douglas
Corporation's computer company, a major worldwide supplier of information
systems to the manufacturing and telecommunications industries. Mr. Tubbesing
holds a Bachelor of Science degree in Marketing and an MBA degree from the
University of Missouri-Columbia.
Michael E. Smith, Vice President. Mr. Smith has been Vice President of
Business Development of the Company since 1994, and Mr. Smith's primary
responsibility is managing the Company's relationships with its strategic
marketing alliances. Previously, from 1989 to 1994, Mr. Smith had product
responsibility for the Company's minicomputer-based voice response system.
Before joining the Company, Mr. Smith served six years with Monsanto Company's
MIS Systems corporate department and two years with the Digital Systems Group at
General Motors' AC Electronics. Mr. Smith holds a Bachelor of Science degree in
Mathematics from Southeast Missouri State University.
Craig N. Cohen, Chief Financial Officer and Secretary. Mr. Cohen has been
Chief Financial Officer of the Company since 1994 and Secretary since 1996.
Prior to that, Mr. Cohen spent twelve years with KPMG Peat Marwick LLP in a
variety of positions, most recently as a Senior Manager in the Audit Department.
Mr. Cohen also managed the information systems consulting practice of KPMG Peat
Marwick LLP's St. Louis office. Mr. Cohen holds a Bachelor of Science in
Accountancy and a Masters of Accountancy from the University of
Missouri-Columbia.
EXECUTIVE COMPENSATION
Compensation Summary. The following table sets forth certain summary
information for the fiscal years ended March 31, 1997 and 1996 concerning the
compensation paid and awarded to each of the Named Executives during such fiscal
years.
7
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------ ------------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND COMPENSATION UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) ($)(2) OPTIONS(#) ($)(3)
- ----------------------------- ---- --------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
William W. Canfield.......... 1997 $208,750 --- --- --- $21,624
Chairman, President and Chief 1996 200,000 $ 5,000 --- --- 20,072
Executive Officer
John E. Tubbesing............ 1997 $138,433 $16,729 --- 4,856 $ 3,000
Executive Vice President 1996 129,433 33,927 --- --- 2,979
Michael E. Smith............. 1997 $97,500 $ 7,897 --- 3,428 $ 2,135
Vice President 1996 92,500 29,777(4) --- --- 2,325
Craig N. Cohen............... 1997 $89,667 $20,160 --- 4,285 $ 2,430
Chief Financial Officer and 1996 82,913 18,504 --- --- 1,715
Secretary
- ---------------
<FN>
(1) Includes bonuses earned in the reported year, which were paid in the following year. The payment
of bonuses is at the discretion of the Compensation Committee of the Board of Directors.
(2) The Company has not included in the Summary Compensation Table the value of incidental personal
perquisites furnished by the Company to the Named Executives since such value did not exceed the
lesser of $50,000 or 10% of the total of annual salary and bonus reported for any of such Named
Executives.
(3) Represents contributions made by the Company on behalf of the Named Executives under the
Company's 401(k) Plan during 1997 and 1996 and $18,624 and $16,284 for fiscal years 1997 and
1996, respectively, for Mr. Canfield's premiums paid by the Company on his life insurance
policies.
(4) Includes $19,777 of commissions.
</TABLE>
Stock Option Awards. The following table presents certain information
concerning stock options granted during fiscal 1997 to each of the Named
Executives. The exercise price for all of the grants of stock options was the
fair market value of the Common Stock on the dates of grant as determined by the
Compensation Committee of the Board of Directors.
8
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants (1)
----------------------------------------------
Number of % of Total Potential Realizable $
Shares Options Value at Assumed
Underlying Granted to Exercise Annual Rates of Stock
Options Employees in Price Expiration Price Appreciation for
Granted Fiscal Year ($/sh) Date Option Term (2)
---------- ------------ -------- ---------- ----------------------
Name 5% 10%
- ------------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William W. Canfield -- -- -- -- -- --
John E. Tubbesing 2,285 2.6% 7.00 05/31/02 $5,440 $12,341
2,571 2.9% 7.00 06/17/02 6,121 13,886
Michael E. Smith 1,428 1.6% 7.00 05/31/02 3,400 7,713
2,000 2.3% 7.00 06/17/02 4,761 10,802
Craig N. Cohen 857 1.0% 7.00 05/31/02 2,040 4,629
3,428 3.9% 7.00 06/17/02 8,161 18,514
- ---------------
<FN>
(1) Represents non-qualified stock options granted pursuant to the Company's 1994 Stock
Option Plan. For a description of the terms of such stock options, see "--Benefit
Plans--1994 Stock Option Plan" below.
(2) As required by the rules of the SEC, potential values are stated based on the
prescribed assumptions that Common Stock will appreciate in value from the date of
grant to the end of the option term at the indicated rates (compounded annually) and
therefore are not intended to forecast possible future appreciation, if any, in the
price of Common Stock.
</TABLE>
The following table sets forth, for the Named Executives, the number of
shares for which stock options were exercised in fiscal 1997, the realized value
or spread (the difference between the exercise price and market value on the
date of exercise) and the number and unrealized spread of the unexercised
options held by each at fiscal year end.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Shares Value of Unexercised
Number of Underlying Unexercised In-the-Money Options
Shares Value Options at Fiscal Year End at Fiscal Year-End (3)
Acquired on Realized ---------------------------------- ------------------------------------
Name Exercise(1) $(2) Exercisable Unexercisable Total Exercisable Unexercisable Total
- ------------------- ----------- -------- ----------- ------------- ------ ----------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William W. Canfield -- -- -- -- -- -- -- --
John E. Tubbesing 1,000 2,625 37,827 27,027 64,854 $148,213 $93,170 $241,383
Michael E. Smith 2,285 5,998 13,541 11,313 24,854 51,898 35,484 87,381
Craig N. Cohen -- -- 10,856 11,999 22,855 37,389 35,998 73,387
- ---------------
<FN>
(1) Does not include shares purchased by the Named Executives during fiscal 1997 under the Company's 1996 Employee
Stock Purchase Plan, as follows: Mr. Tubbesing -- 55 shares; and Mr. Cohen -- 126 shares.
(2) Value of stock on exercises assumed to be $7 per share, estimated fair market value of shares prior to
completion of the Company's initial public offering.
(3) Reflects the difference between the exercise price and $7.75 per share, which was the closing price of the
Common Stock on March 31, 1997.
</TABLE>
9
<PAGE>
BENEFIT PLANS
1988 Stock Option Plan. In 1988, the Company adopted a stock option plan
(the "1988 Stock Option Plan"). Under the 1988 Stock Option Plan, the Board of
Directors may from time to time grant stock options to purchase up to 187,109
shares of Common Stock to various key employees who may be designated by the
Executive Committee in its discretion; 98,787 shares are available for future
grants under this plan, although the Board of Directors has determined that no
future grants will be made pursuant to this plan. The purchase price for options
granted pursuant to the 1988 Stock Option Plan are not less than the fair market
value of the Common Stock at the time of the award. The term of the options
granted under the plan is not more than six years.
1994 Stock Option Plan. On August 31, 1994, the Company adopted an
incentive stock option plan which was amended and restated in July 1996 (the
"1994 Stock Option Plan"). Under the 1994 Stock Option Plan, the Board of
Directors may from time to time grant options to purchase up to 430,000 shares
of Common Stock to certain key employees, who will be designated by a committee
selected to administer the Plan; 170,405 shares are available for future grants.
The purchase price of stock options will not be less than fair market value
(110% of fair market value in the case of 10% shareholders), in the case of
incentive stock options, or as determined by the committee in the case of
non-qualified stock options. The purchase price may be paid in cash or, in the
discretion of the committee, shares of Common Stock. Option terms will not be
more than ten years (five years in the case of incentive stock options awarded
to 10% shareholders). Options vest ratably over five years from the date of
grant; provided, that except in the case of death, disability or termination of
employment, no option may be exercised at any time unless the optionee is then
an employee or an officer or director of the Company or a subsidiary and has
been so continuously since the granting of the option. Notwithstanding the
foregoing limitations, in the event of a Change in Control (as defined in the
1994 Stock Option Plan), options will become immediately exercisable and remain
exercisable during the term thereof, notwithstanding a subsequent termination
within twelve months of the date of the Change in Control. Unless earlier
terminated by the Board, the 1994 Stock Option Plan will terminate on July 15,
2006.
1996 Employee Stock Purchase Plan. In July 1996, the Company established
the 1996 Employee Stock Purchase Plan (the "1996 Employee Stock Purchase Plan"
or "ESPP") to provide employees of the Company with an opportunity to purchase
Common Stock through payroll deductions through periodic offerings to be made
during the period from January 1, 1997 to December 31, 2001. A total of 80,000
shares of Common Stock were reserved for issuance under the ESPP, and 3,285 of
such shares were issued under the ESPP in fiscal year 1997 . The ESPP is
intended to qualify as an employee stock purchase plan within the meaning of
Section 423 of the Internal Revenue Code.
The Company will make one or more periodic offerings, each offering to last
three months, provided that a committee of the Board of Directors will have the
power to change the duration without shareholder approval, to participating
employees to purchase stock under the ESPP. Employees will participate in the
ESPP through authorized payroll deductions, which may not exceed 15% of the
compensation such employee receives during each offering period, but not more
than $25,000 in value of stock per year. Amounts withheld from payroll are
applied at the end of each offering period to purchase shares of Common Stock.
Participants may
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withdraw their contributions at any time before stock is purchased, and in the
event of withdrawal such contributions will be returned to the participants
without interest. The purchase price of the Common Stock is equal to 85% of the
lower of (i) the market price of Common Stock at the beginning of the applicable
offering period or (ii) the market price of Common Stock at the end of each
offering period. All expenses incurred in connection with the implementation and
administration of the ESPP will be paid by the Company.
In addition, the Company has established a stock option plan for its
outside directors. See "--Director Compensation" above.
EMPLOYMENT AGREEMENTS
In September 1996, the Company entered into employment agreements with
William W. Canfield (36 months; $215,000 per year), John E. Tubbesing (12
months; $146,500 per year), Michael E. Smith (12 months; $100,000 per year) and
Craig N. Cohen (12 months; $93,000 per year). The term of each agreement as well
as each individual's initial annual base salary, is as noted in parenthesis next
to each individual's name. Additionally, each employment agreement will
automatically be extended annually for an additional one year period unless
prior written notice is delivered to the employee or the Company by the other 90
days prior to the anniversary date of such employment agreement. Such employees
are also eligible for a performance bonus based on a formula recommended by a
committee of the Board of Directors and approved by the Board of Directors. Each
employment agreement contains confidentiality provisions that extend
indefinitely after termination of employment as well as non-solicitation and
non-competition provisions that extend for one year after termination of
employment. If the employment agreement is terminated by the Company without
"cause" (as defined in the agreement, but including, without limitation, breach
by the employee of the employment agreement) or by the employee for "good
reason" (as defined in the agreement, but including, without limitation, breach
of the employment agreement by the Company, the reduction of salary, benefits or
other perquisites provided to employee under the agreement and failure by the
Company to agree to an extension of such employee's employment agreement), the
Company would be obligated to pay the employee his annual base salary plus a
bonus (based on their estimated bonus for the year of termination) over the
period (the "Continuation Period") which is equal to the original term of his
agreement and which period commences on the date of early termination of such
employee, and such amount shall be payable ratably over such Continuation
Period, as well as to continue his employee benefits over such Continuation
Period; however, if his employment agreement is terminated otherwise, the
employee is only entitled to be paid through the date of his early termination.
Further, if within 12 months of a "Change of Control" of the Company the
employee, under certain circumstances, is terminated or resigns, (a) in the case
of Mr. Canfield, he will be entitled to (i) a lump-sum cash payment equal to $1
less than three times an amount equal to the average annual compensation
received by Mr. Canfield from the Company reported on his Form W-2 for the five
calendar years preceding the calendar year of the Change of Control and (ii) the
continuation of certain health insurance benefits for a three-year period and
(b) in the case of Mr. Tubbesing, Mr. Smith and Mr. Cohen, each will be entitled
to (i) a lump-sum cash payment equal to 100% of their respective annual base
salaries plus, (ii) a lump sum cash payment equal to their anticipated annual
bonus (based on their estimated bonus for the year of termination), (iii) the
continuation of certain health insurance and other employee benefits for a
one-year period and (iv) payment for certain outplacement services.
Additionally, the Company has agreed to make certain "gross-up" payments in the
event any excise taxes are imposed pursuant to Section 4999 of the Internal
Revenue Code of 1986, as amended or
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replaced, related to the employment agreements. The term "Change of Control"
shall mean (i) a change of control of a nature that would be required to be
reported in response to Item 1(a) of the Current Report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, or any comparable successor provisions. Without limiting
the foregoing, a "Change of Control" shall also include, without limitation, (i)
the purchase or other acquisition by any person or group of beneficial ownership
of 25% or more of either the then outstanding shares of common stock or the
combined voting power of the Company's then outstanding voting securities
entitled to vote in the election of directors, (ii) when individuals who, as of
the date of the employment agreement, constitute the Board of Directors of the
Company cease for any reason to constitute at least two-thirds of the Board of
Directors, provided that generally persons who are approved by the incumbent
Board will be deemed a member thereof, and (iii) approval by the shareholders of
the Company of a reorganization, merger, or consolidation, in each case, with
respect to which persons who were the shareholders of the Company immediately
prior to such reorganization, merger or consolidation do not, immediately
thereafter, own more than 50% of the combined power entitled to vote generally
in the election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities, or a liquidation or dissolution of
the Company or of the sale of all or substantially all of the assets of the
Company. All four employment agreements contain an arbitration provision.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors, which is comprised of two
non-employee directors and one employee director. The Compensation Committee
works with management to develop compensation plans for the Company and is
responsible for determining the compensation of each executive officer and
recommending such compensation to the Board of Directors.
The Company's executive compensation program is designed to align executive
compensation with the Company's business objectives and the executive's
individual performance and to enable the Company to attract, retain and reward
executive officers who contribute, and are expected to continue to contribute,
to the Company's long-term success. In establishing executive compensation, the
Compensation Committee is guided by the following principles: (i) the total
compensation payable to executive officers should be sufficiently competitive
with the compensation paid by other high growth companies in the interactive
communications industry for officers in comparable positions so that the Company
can attract and retain qualified executives and (ii) individual compensation
should include components which reflect both the financial performance of the
Company and the performance of the individual.
The compensation of the Company's executive officers consists of a
combination of base salary, bonuses and equity-based compensation. In general,
the Company's compensation program attempts to limit increases in salaries and
favors bonuses based on revenues, operating profit and individual merit. The
Compensation Committee believes that executive compensation should be designed
to motivate executives to increase shareholder value and further believes that
executive officers can best increase shareholder value by managing the
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revenues and operating profit of the Company and by conceiving, developing and
positioning the leading products and services in the Company's chosen markets.
Compensation payments in excess of $1 million to the Chief Executive
Officer or other three most highly compensated executive officers are subject to
a limitation of deductibility for the Company under Section 162(m) of the
Internal Revenue Code of 1986, as amended. Certain performance-based
compensation is not subject to the limitation on deductibility. The Compensation
Committee does not expect cash compensation to its Chief Executive Officer or
any other executive officer in the foreseeable future to be in excess of $1
million.
BASE SALARY
The Compensation Committee sets the base salary for executives at the
beginning of each fiscal year based upon a review of the salaries for comparable
positions in high-growth companies in the Company's industry, the historical
compensation levels of the Company's executives and the individual performance
of the executives in the preceding year. In fiscal 1997, the base salaries of
the executive officers were increased at an average rate of 8%.
MERIT BONUS PROGRAM
Each year the Compensation Committee adopts management incentive plans for
the executive officers, which reflect the Compensation Committee's belief that a
portion of each executive officer's compensation should be tied to the
achievement by the Company of its revenue and profit goals and by each executive
officer of his individual objectives as determined by the Compensation
Committee. Merit bonus goals based on the fiscal 1997 operating plan were
approved by the Board of Directors at the beginning of each fiscal year. In
addition, the plans prescribed adjustments in the merit bonus goals based upon
the Company's actual operating profit. Quarterly, and at the end of the year,
the Compensation Committee allocated merit bonuses to individual executives
based on the executive's performance relative to his or her performance
objectives. Under the plans, executive officers were entitled to receive an
average bonus of approximately 40% of base salary if the Company achieved its
goals for fiscal 1997 and the individual executive met or exceeded his
objectives.
STOCK-BASED COMPENSATION
Awards of stock options under the Company's stock option plans are designed
to closely tie the long-term interests of the Company's executives and its
shareholders and to assist in the retention of executives. The Compensation
Committee selects the executive officers, if any, to receive stock options and
determines the number of shares subject to each option. However, all grants of
stock options are ultimately authorized by the Company's Board of Directors. The
Compensation Committee's determination of the size of option grants is generally
intended to reflect an executive's position with the Company and his or her
contributions to the Company. Options generally have a five-year vesting period
to encourage key employees to continue in the employ of the Company. The
Compensation Committee reviews the outstanding unvested options of the key
executives from time to time and may grant additional options to encourage the
retention of key executives. Options for 12,569 shares were granted to executive
officers in fiscal 1997 to reward the executive officers for their performance
in fiscal 1996 and to establish appropriate incentives for these key executives.
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CHIEF EXECUTIVE OFFICER COMPENSATION
The Chief Executive Officer's compensation generally is based on the same
policies and criteria as the other executive officers. Although Mr. Canfield is
a member of the Compensation Committee, he does not participate in deliberations
concerning his own compensation or in setting his performance objectives or
goals. Mr. Canfield's base salary for 1997 was increased by approximately 8%
over his 1996 salary based upon the extent to which the Company achieved its
goals in 1996 and the Compensation Committee's view of Mr. Canfield's role in
that achievement. Mr. Canfield's received no merit bonus in fiscal 1997.
******
The foregoing report is provided by the following directors, who were
members of the Compensation Committee on March 31, 1997:
William W. Canfield
Richard F. Ford
Eugene M. Toombs
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For a description of certain transactions involving Messrs. Canfield, Ford
and Toombs see "Certain Relationships and Related Transactions."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Recent Financing. In June through August 1996, Petra Capital, LLC (the
"Lender") made a loan to the Company in an amount of $4.0 million (the "Loan"),
$100,000 of which was purchased by Eugene M. Toombs, a director of the Company,
$250,000 by the William W. Canfield Revocable Trust, an affiliate of William W.
Canfield, Chairman, President and Chief Executive Officer of the Company, and
$650,000 of which was acquired by Gateway Partners, L.P., an affiliate of
Richard F. Ford, a director of the Company (the "Participants"). The Loan, which
was due and payable on July 1, 2001 and bore interest at 13.25% per annum, was
evidenced by a $4.0 million Subordinated Promissory Note (the "Subordinated
Note") and a Loan and Security Agreement (the "Loan Agreement"). The Company
repaid the Loan upon the closing of its initial public offering (the "IPO") of
its Common Stock in October 1996.
In connection with the Loan, the Company issued to the Lender, the
Participants and an unaffiliated financial advisor warrants (the "Warrants")
which are exercisable for 138,142 shares of the Company's Common Stock
outstanding on the date of issuance of such Warrants, calculated on a
fully-diluted basis (which was 3,588,101 shares). The Warrants are each
outstanding for a ten-year period from the date of the issuance of such Warrants
and are exercisable for an exercise price of $0.01 per share (the "Exercise
Price") at any time during the period beginning as of April 22, 1998 and ending
on June 28, 2006.
The Warrants are governed by certain Stock Purchase Warrant agreements
which set forth a number of rights and restrictions related to the Warrants. The
number of shares issuable upon exercise of the Warrants are subject to certain
anti-dilution provisions upon the
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occurrence of certain events. The holders of the Warrants are also entitled to
the same dividends (other than dividends of the Company's capital stock) and
rights to purchase securities of the Company which are given to holders of
Common Stock that they would have received if they had exercised their Warrants
for Common Stock prior to the distribution of such dividends or rights. Further,
the holders of the Warrants are entitled to certain registration rights. The
holders of the Warrants may, but not earlier than April 22, 1998, demand
registration of the shares of the Common Stock issued or issuable upon exercise
of the Warrants, provided, however, that the Company is required to effectuate
only one such registration. Additionally, the holders of the Warrants have the
right to be included in any secondary offering of shares of Common Stock by the
Company, provided that such holders must request to be included in such
secondary offering at least 30 days prior to the related registration statement
filing. Also, William W. Canfield and The William W. Canfield Revocable Trust
(the "Selling Shareholders") have agreed that they will not sell any of their
shares of Common Stock, now or hereafter owned, unless prior to such sale the
Selling Shareholders give notice of the terms of such sale to the holders of the
Warrants, and such holders will then have the opportunity to participate in such
sale on a pro rata basis.
Transactions with Intech Group and Intech Partners. The Company has been
involved in a series of transactions involving Intech Group, Intech Partners,
L.P. ("Intech Partners") and EKI, a company which was formerly owned by Intech
Group and Intech Partners and which was acquired by the Company in March 1994.
William W. Canfield, the President, Chief Executive Officer and a director of
the Company, was the President and a director and a principal shareholder of
Intech Group and Managing General Partner of Intech Partners. A former officer
of the Company was a limited partner of Intech Partners and President and a
director of EKI. Several principal shareholders, directors and executive
officers of the Company were directors and executive officers of EKI.
In July 1996, the Company acquired Intech Group pursuant to a tax-free
merger (the "Intech Merger"). At the time of the Intech Merger, the assets of
Intech Group consisted exclusively of 1,015,812 shares of the Company's Common
Stock of the Company (including shares of the Company's Preferred Stock,
existing at that time which automatically converted into shares of the Common
Stock upon the closing of the IPO). As a result of the Intech Merger, each
outstanding share of common stock of Intech Group was converted into a
proportionate number of shares of Common Stock (and TALX convertible preferred
stock) plus cash in lieu of fractional shares. The effect of the Intech Merger
was a tax-free distribution of Common Stock (and TALX convertible preferred
stock) to the shareholders of Intech Group. Immediately prior to the Intech
Merger, Intech Group owned approximately 31.46% of the Company's outstanding
capital stock.
Issue of Warrants to Mr. Canfield. Prior to the Company's IPO, Mr. Canfield
had provided certain collateral and guarantees under financing agreements with
the Company's principal bank. Mr. Canfield received a cash payment for each
six-month period that the collateral was pledged and personal guarantees were
given representing 1% of the guaranteed amount for each six-month period.
Guarantee fees related to this arrangement of $56,297 were expensed in fiscal
1997. The Company terminated this arrangement with Mr. Canfield upon its
repayment of the bank loans in connection with the closing of the IPO.
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PERFORMANCE GRAPH
The following graph sets forth a comparison for the period beginning
October 17, 1996 (the date the Company's Common Stock began trading on the
Nasdaq National Market) and ending March 31, 1997, of the cumulative total
return on a $100.00 investment in the Company's Common Stock, based on the
market price of the Common Stock, with the cumulative total return, assuming
reinvestment of dividends, on an investment of $100.00 for the same period in
companies on the Nasdaq Stock Market (U.S.) and on the Nasdaq Computer and Data
Processing Index. The indices are included for comparative purposes only. They
do not necessarily reflect management's opinion that such indices are an
appropriate measure of the relative performance of the Company's Common Stock
and are not intended to forecast or be indicative of future performance of the
Common Stock.
COMPARISON OF 5 MONTH CUMULATIVE TOTAL RETURN*
AMONG TALX CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX
[PERFORMANCE GRAPH HERE]
10/17/96 12/96 3/97
-------- -------- --------
TALX CORPORATION ................................. 100 92 86
NASDAQ STOCK MARKET (U.S.) ....................... 100 104 98
NASDAQ COMPUTER & DATA PROCESSING ................ 100 103 96
- ---------------
* $100 INVESTED ON 10/17/96 IN STOCK OR INDEX.
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING MARCH 31.
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II. RATIFICATION OF APPOINTMENT INDEPENDENT AUDITORS
KPMG Peat Marwick LLP was the auditing firm for the fiscal year ended March
31, 1997, and the Company has selected this firm as auditors for the year ending
March 31, 1998. A representative of KPMG Peat Marwick LLP is expected to be
present at the 1997 Annual Meeting to respond to appropriate questions and to
make a statement if such representative so desires.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF SUCH
APPOINTMENT.
III. VOTING
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock entitled to vote which are present in person or
represented by proxy at the 1997 Annual Meeting is required to elect directors,
to ratify the appointment of independent auditors and to act on any other
matters properly brought before the meeting. Shares represented by proxies which
are marked "withhold authority" with respect to the election of any one or more
nominees for election as directors, proxies which are marked "abstain" with
respect to the ratification of the appointment of the independent auditors and
proxies which are marked to deny discretionary authority on other matters will
be counted for the purpose of determining the number of shares represented by
proxy at the meeting. Such proxies will thus have the same effect as if the
shares represented thereby were voted against such nominee or nominees, against
the ratification of the appointment of the independent auditors and against such
other matters, respectively. If a broker indicates on the proxy that it does not
have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered as present and entitled to vote with
respect to that matter. If no specification is made on a duly executed proxy,
the proxy will be voted FOR the election of the directors nominated by the Board
of Directors, FOR the ratification of the appointment of the independent
auditors and in the discretion of the persons named as proxies on such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
The Company knows of no other matters to come before the meeting. However,
if any other matters properly come before the meeting or any postponement or
adjournment thereof, the proxies solicited hereby will be voted on such matters
in accordance with the judgment of the persons voting such proxies.
IV. SHAREHOLDER PROPOSALS
Proposals of Shareholders intended to be presented at the 1998 Annual
Meeting must be received by the Company by March 20, 1998 for inclusion in the
Company's proxy statement and proxy relating to that meeting. Upon receipt of
any such proposal, the Company will determine whether or not to include such
proposal in the proxy statement and proxy in accordance with regulations
governing the solicitation of proxies.
In order for a Shareholder to nominate a candidate for director, under the
Company's Bylaws, timely notice of the nomination must be given to the Company
in advance of the meeting. Ordinarily, such notice must be given not less than
60 nor more than 90 days before the first
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anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, then the Shareholder
must give such notice not earlier than 90 days prior to such annual meeting and
not later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement of
such meeting is first made. In certain cases, notice may be delivered later if
the number of directors to be elected to the Board of Directors is increased.
The Shareholder filing the notice of nomination must describe various matters as
specified in the Company's Bylaws, including such information as name, address,
occupation, and number of shares held.
In order for a Shareholder to bring other business before a Shareholder
meeting, timely notice must be given to the Company within the time limits
described above. Such notice must include a description of the proposed
business, the reasons therefor and other matters specified in the Company's
Bylaws. The Board or the presiding officer at the Annual Meeting may reject any
such proposals that are not made in accordance with these procedures or that are
not a proper subject for Shareholder action in accordance with applicable law.
These requirements are separate from and in addition to the requirements a
Shareholder must meet to have a proposal included in the Company's proxy
statement.
In each case the notice must be given to the Secretary of the Company,
whose address is 1850 Borman Court, St. Louis, Missouri 63146. Any Shareholder
desiring a copy of the Company's Restated Articles of Incorporation, as amended,
or Bylaws will be furnished a copy without charge upon written request to the
Secretary.
MISCELLANEOUS
Even if you plan to attend the meeting in person, please complete, sign,
date and return the enclosed proxy promptly. Should you attend the meeting, you
may revoke the proxy and vote in person. A postage-paid, return-addressed
envelope is enclosed for your convenience. No postage need be affixed if mailed
in the United States. Your cooperation in giving this your immediate attention
will be appreciated.
By Order of the Board of Directors
Craig N. Cohen, Secretary
St. Louis, Missouri
July 18, 1997
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ANNEX A
FORM OF PROXY
[FRONT]
TALX CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints William W. Canfield and Richard F. Ford, or
either of them, the true and lawful attorneys in fact, agents and proxies of the
undersigned to represent the undersigned at the Annual Meeting of the
Shareholders of TALX CORPORATION (the "Company") to be held on Thursday, August
21, 1997, commencing at 2:00 p.m., St. Louis time, at the Holiday Inn Westport,
1973 Craigshire Drive, St. Louis, Missouri, and at any postponement or
adjournment of said meeting, and to vote all the shares of Common Stock of the
Company standing on the books of the Company in the name of the undersigned as
specified below and in the discretion of any such person on such other business
as may properly come before the meeting and any postponement or adjournment
thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF ALL OF SAID NOMINEES AS DIRECTORS AND
FOR PROPOSAL 2 AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
Please sign as registered and return promptly in the enclosed envelope to:
TALX Corporation, Midtown Station, P.O. Box 939, New York, NY 10138.
(Continued and to be signed on reverse side)
/\ FOLD AND DETACH HERE /\
<PAGE>
[BACK]
MARK CHOICE AS INDICATED IN THIS EXAMPLE [X]
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING:
1. Election of Two Directors
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY [ ]
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME ON THE LIST BELOW.)
For term expiring in 2000:
Eugene M. Toombs M. Steve Yoakum
2. Proposal to ratify the appointment of KPMG Peat Marwick LLP as independent
auditor of the Company for the 1998 fiscal year (NOTE: Abstentions from this
proposal will count as votes against the proposal)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The undersigned hereby acknowledges receipt of the 1997 Annual Report to
Shareholders and the Notice of said Annual Meeting and accompanying Proxy
Statement.
Dated this day of , 1997
----- --------------------
--------------------------------------------------
--------------------------------------------------
(If Stock is owned in joint names, both owners
must sign, or if owned by a corporation,
partnership or trust, this Proxy must be signed
by an authorized officer, partner or trustee.) If
the address at left is incorrect, please write in
the correct information.
/\ FOLD AND DETACH HERE /\
