<PAGE> 1
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:
---------------------------------------------------------------
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:
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4) Date Filed:
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<PAGE> 2
[LOGO]
NOTICE OF THE ANNUAL MEETING OF
THE SHAREHOLDERS OF
TALX CORPORATION
St. Louis, Missouri
July 16, 1999
TO THE SHAREHOLDERS OF
TALX CORPORATION
The Annual Meeting of the Shareholders of TALX Corporation
will be held at the St. Louis Marriott West, 660 Maryville Centre Drive, St.
Louis, Missouri 63141 on September 9, 1999, 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 9, 1999 will be entitled to vote, for the
following purposes:
1. To elect two directors;
2. To ratify the appointment of KPMG LLP as the independent auditor of the
Company for the 2000 fiscal year;
3. To transact such other and further business, if any, as properly may be
brought the meeting or any adjournment or postponement thereof.
TALX CORPORATION
/s/ William W. Canfield
---------------------------------------
By: William W. Canfield
Chairman of the Board, President
and Chief Executive Officer
/s/ Craig N. Cohen
- ------------------
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> 3
[LOGO]
TALX CORPORATION
1850 BORMAN COURT, ST. LOUIS, MISSOURI 63146
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD SEPTEMBER 9, 1999
-------------------------------------------------------------------
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 St. Louis Marriott West, 660 Maryville Centre
Drive, St. Louis, Missouri 63141 on September 9, 1999 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 16, 1999.
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 9, 1999 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, 5,532,283 shares of
Common Stock were outstanding and entitled to be voted at such meeting, with 109
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, 1999 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, fax or other means, or personal interview, by directors, officers or
regular employees of the Company.
<PAGE> 4
COMMON STOCK OWNERSHIP OF DIRECTORS, NOMINEES AND OFFICERS
The following table sets forth information regarding the
amount of the outstanding Common Stock as of April 30, 1999 beneficially owned
by each director and nominee, the Chief Executive Officer and the three other
most highly compensated executive officers of the Company in fiscal year 1999
(each a "Named Executive") and all of the directors and executive officers of
the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF COMMON
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED STOCK OUTSTANDING(1)
- ------------------------ ------------------ --------------------
<S> <C> <C>
William W. Canfield 610,692 (2) 11.0%
Craig N. Cohen 24,099 (3) *
Richard F. Ford 689,231 (4) 12.4%
Craig E. LaBarge 4,500 (5) *
Michael E. Smith 28,403 (6) *
Eugene M. Toombs 488,264 (7) 8.8%
John E. Tubbesing 17,442 (8) *
M. Steve Yoakum 3,500 (9) *
All directors and executive officers as a group 1,866,131 (10) 33.1%
(8 persons)
</TABLE>
- ------------------------
* 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 71,209 shares held in trust for Mr. Canfield's children, for
which Mr. Canfield's spouse is trustee, and 20,000 shares which Mr.
Canfield may acquire upon exercise of options within 60 days after
April 30, 1999.
(3) Includes 21,284 shares which Mr. Cohen may acquire upon exercise of
options within 60 days April 30, 1999.
(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, 3,000 shares which Gateway Venture
Partners II, L.P. may acquire upon exercise of options within 60 days
after April 30, 1999, 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 3,000 shares which Mr. LaBarge may acquire upon the exercise
of options within 60 days after April 30, 1999.
(6) Includes 22,198 shares which Mr. Smith may acquire upon the exercise of
options within 60 days after April 30, 1999.
(7) Includes 471,629 shares owned by MiTek, Inc. of which Mr. Toombs is
President and Chief Executive Officer and a director and 3,000 shares
which Mr. Toombs may acquire upon the exercise of options within 60
days after April 30, 1999.
(8) Includes 17,142 shares which Mr. Tubbesing may acquire upon the
exercise of options within 60 days after April 30, 1999.
(9) Includes 3,000 shares which Mr. Yoakum may acquire upon the exercise of
options within 60 days after April 30, 1999.
(10) Includes 113,031 shares which may be acquired upon exercise of options
or warrants within 60 days after April 30, 1999.
2
<PAGE> 5
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 May 1, 1998:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS(1)
------------------------------------ -------------------- -----------
<S> <C> <C>
Gateway Venture Partners II, L.P.(2) 660,824 11.9%
William W. Canfield(3) 590,692 10.7%
Merrill Lynch Asset Management(4) 518,750 9.4%
MiTek, Inc.(5) 471,629 8.5%
</TABLE>
- --------------------
(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 71,209 shares held in trust for Mr.
Canfield's children for which Mr. Canfield's spouse is trustee, and
20,000 shares which Mr. Canfield may acquire upon exercise of options
within 60 days after April 30, 1999.
(4) Based upon Schedule 13 G filed on February 5, 1999. The address of
Merrill Lynch Asset Management is 800 Scudders Mill Road, Plainsboro,
New Jersey 08536.
(5) 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, 1999.
3
<PAGE> 6
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 2002, or until their respective successors have been elected and have
qualified. Certain information with respect to the nominees for election as
director 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
nominee and director has served in his principal occupation for the last five
fiscal years, unless otherwise indicated. Should one or both 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.
<TABLE>
<CAPTION>
SERVED AS
DIRECTOR
NAME, AGE, PRINCIPAL OCCUPATION OR POSITION, OTHER DIRECTORSHIPS SINCE
---------------------------------------------------------------- -----------
<S> <C>
TO BE ELECTED FOR TERM ENDING IN 2002:
William W. Canfield, 60 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, 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, 63 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
Healthcare Resources, Inc. and Stifel Financial Corp. Mr. Ford holds a Bachelor of Arts
degree in Economics from Princeton University.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
SERVED AS
DIRECTOR
NAME, AGE, PRINCIPAL OCCUPATION OR POSITION, OTHER DIRECTORSHIPS SINCE
---------------------------------------------------------------- ---------
<S> <C>
TO CONTINUE IN OFFICE UNTIL 2001:
Craig E. LaBarge, 48 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 is a director of Young Innovations, Inc. Mr. LaBarge
holds a Bachelor of Science degree from St. Louis University.
TO CONTINUE IN OFFICE UNTIL 2000:
Eugene M. Toombs, 57 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 company. Mr. Toombs holds a Bachelor of Science Degree from Fairleigh
Dickinson University and an Executive Education Degree from Harvard Business School.
Mr. M. Stephen Yoakum, 46 1991
Mr. Yoakum is the Chief Operating Officer and a director 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.
</TABLE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met four times during fiscal 1999. Each
incumbent director attended at least 75% of the meetings of the Board and
committees on which he served during 1999.
The Board of Directors has an Audit Committee and a
Compensation Committee. It does not have a nominating or similar committee. The
Audit Committee, of which Messrs. Canfield, LaBarge (Chairman) and Yoakum are
members, met twice 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, of which Messrs. Canfield, Ford
and Toombs (Chairman) are members, establishes and oversees the compensation
policies of the Company and determines executive compensation. The
5
<PAGE> 8
committee held three 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 receives 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 and 6,000 options were issued pursuant to the Plan on
April 1, 1997, 1998 and 1999. A total of 18,000 options have been issued. Unless
earlier terminated by the Board of Directors, the Plan will terminate on July
15, 2006.
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
Name Age Position
<S> <C> <C>
William W. Canfield................. 60 Chairman, President and Chief Executive Officer
Michael E. Smith.................... 56 Vice President
Craig N. Cohen...................... 40 Vice President - Software and Services, Chief Financial
Officer and Secretary
</TABLE>
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."
Michael E. Smith, Vice President. Mr. Smith has been Vice
President of Business Development of the Company since 1994. His 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, Vice-President - Software and Services, Chief
Financial Officer and Secretary. Mr. Cohen has been Chief Financial Officer of
the Company since 1994, Secretary since 1996 and Vice President Software and
Services since May 1999. Prior to that, Mr. Cohen spent twelve years with KPMG
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 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.
6
<PAGE> 9
EXECUTIVE COMPENSATION
Compensation Summary. The following table sets forth certain
summary information for the fiscal years ended March 31, 1999, 1998 and 1997
concerning the compensation paid and awarded to each of the Named Executives
during such fiscal years.
SUMMARY COMPENSATION TABLE
<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..................... 1999 $234,038 --- --- 100,000 $32,151
Chairman, President and Chief Executive 1998 220,833 --- --- --- 30,716
Officer 1997 208,750 --- --- --- 21,624
John E. Tubbesing....................... 1999 $112,849 $3,750 --- 10,000 $244,332
Former Executive Vice President (4) 1998 149,833 4,115 --- 4,000 3,200
1997 138,433 16,729 --- 4,856 3,000
Michael E. Smith........................ 1999 $110,763 $10,554 --- 10,000 $2,426
Vice President 1998 104,083 --- --- 2,500 2,212
1997 97,500 7,897 --- 3,428 2,135
Craig N. Cohen.......................... 1999 $109,419 $ 1,200 --- 20,000 $2,212
Vice President - Software and Services, 1998 97,667 2,280 --- 2,500 2,086
Chief Financial Officer and Secretary 1997 89,667 20,160 --- 4,285 2,430
- --------------------------
</TABLE>
(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) For 1999, represents contributions made by the Company on behalf of the
Named Executives under the Company's 401(k) Plan, $28,151 for Mr.
Canfield's premiums paid by the Company on his life insurance policies
and $242,000 for amounts to be paid to Mr. Tubbesing over a one-year
period, pursuant to the Company's termination obligations under his
employment agreement. See "Employment Agreements."
(4) Mr. Tubbesing left the Company in November 1998.
7
<PAGE> 10
Stock Option Awards. The following table presents certain information
concerning stock options granted during fiscal 1999 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.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS (1)
---------------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE $
SHARES OPTIONS VALUE AT ASSUMED ANNUAL
UNDERLYING GRANTED TO EXERCISE RATES OF STOCK PRICE
OPTIONS EMPLOYEES IN PRICE EXPIRATION APPRECIATION FOR
Name GRANTED FISCAL YEAR ($/SH) DATE OPTION TERM (2)
---- -------- ------------ ------ ---------- --------------
5% 10%
--- ---
<S> <C> <C> <C> <C> <C> <C>
William W. Canfield 100,000 30.8% 5.50 05/29/08 $264,447 $746,871
John E. Tubbesing 10,000 3.1% 5.00 05/29/08 -- (3) -- (3)
Michael E. Smith 10,000 3.1% 5.00 05/29/08 31,445 79,687
Craig N. Cohen 10,000 3.1% 5.00 05/29/08 31,445 79,687
10,000 3.1% 6.25 01/20/09 39,306 99,609
- -----------------
</TABLE>
(1) Represents incentive stock options granted pursuant to the Company's
1994 Stock Option Plan. For a description of certain 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.
(3) Mr. Tubbesing's options expired unvested upon leaving the Company.
The following table sets forth, for the Named Executives, the
number of shares for which stock options were exercised in fiscal 1999, 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.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF SHARES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTIONS AT FISCAL YEAR END AT FISCAL YEAR-END (3)
ON REALIZED -------------------------------- ----------------------------------------
NAME EXERCISE(1) $(2) EXERCISABLE UNEXERCISABLE TOTAL EXERCISABLE UNEXERCISABLE TOTAL
- ---- ----------- ---- ----------- ------------- ----- ----------- ------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William W. Canfield -- -- 20,000 80,000 100,000 $ 20,000 $ 80,000 $100,000
John E. Tubbesing 34,227 89,774 17,142 -- 17,142 36,427 -- 36,427
Michael E. Smith 857 3,321 22,198 13,728 35,926 47,924 23,321 71,245
Craig N. Cohen -- -- 21,284 24,071 45,355 44,890 25,821 70,711
- ------------------------
</TABLE>
(1) Does not include shares purchased by the Named Executives during fiscal
1999 under the Company's 1996 Employee Stock Purchase Plan, as follows:
Mr. Tubbesing - 205 shares, Mr. Smith - 628 shares and Mr. Cohen - 884
shares.
(2) Reflects the difference between the exercise price and the market price
on the date of exercise.
(3) Reflects the difference between the exercise price and $6.50 per share,
which was the closing price of the Common Stock on March 31, 1999.
8
<PAGE> 11
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 and further amended in September 1998 (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 930,000 shares of Common Stock to certain key
employees, who will be designated by a committee selected to administer the
Plan; 403,494 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 which was amended in September
1998 (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 200,000 shares of Common Stock were
reserved for issuance under the ESPP, and 99,440 shares of such shares have been
issued under the ESPP. 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 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.
9
<PAGE> 12
EMPLOYMENT AGREEMENTS
In September 1996, the Company entered into employment
agreements with William W. Canfield (36 months; $260,000 per year), John E.
Tubbesing (12 months; $167,000 per year), Michael E. Smith (12 months; $113,000
per year) and Craig N. Cohen (12 months; $145,000 per year). The term of each
agreement as well as each individual's current annual base salary, and in the
case of Mr. Tubbesing, who left the Company in November 1998, his final 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. 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 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 of the agreement, 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 employment
agreements contain an arbitration provision.
10
<PAGE> 13
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 intended 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 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 the other 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
annually, based upon a review of the salaries for comparable positions in
technology 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 1999, the base salaries of the
executive officers were increased at an average rate of 7.3%.
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 profit goals and by each
executive officer of his individual objectives as determined by the Compensation
Committee. Merit bonus goals based on the fiscal 1999 operating plan were
approved by the Board of Directors at the beginning of the fiscal year.
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 1999 and the individual
executive met or exceeded his objectives. In fiscal 1999, the executive officers
received an average bonus of 2.6% of base salary.
STOCK-BASED COMPENSATION
Awards of stock options under the Company's stock option plans
are intended 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
11
<PAGE> 14
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 130,000 shares were granted to executive officers in
fiscal 1999 to reward the executive officers for their performance in fiscal
1998 and to establish appropriate incentives for these key executives.
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 1999 was increased by
approximately 6.7% over his 1998 salary based upon the extent to which the
Company achieved its goals in 1998 and the Compensation Committee's view of Mr.
Canfield's role in that achievement. Mr. Canfield received no merit bonus in
fiscal 1999, but did receive 100,000 stock option awards in fiscal 1999 to
provide proper incentive for future performance.
******
The foregoing report is provided by the following directors,
who were members of the Compensation Committee on March 31, 1999:
William W. Canfield
Richard F. Ford
Eugene M. Toombs, Chairman
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Canfield is the Chairman, President and Chief Executive
Officer of the Company. 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.
12
<PAGE> 15
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, 1999, 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.
[PERFORMANCE GRAPH]
COMPARISON OF 29 MONTH CUMULATIVE TOTAL RETURN * AMONG TALX CORPORATION, THE
NASDAQ STOCK MARKET (U.S.) INDEX AND THE NASDAQ COMPUTE & DATA PROCESSING
INDEX.
- $100 INVESTED ON 10/17/96 IN STOCK OR INDEX
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING MARCH 31.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
10-17-96 3-97 3-98 3-99
Talx 100 86 54 72
Corporation
NASDAQ 100 95 167 271
Computer &
Data Processing
NASDAQ Stock 100 98 149 200
Market
</TABLE>
GRAPH PRODUCED BY RESEARCH DATA GROUP, INC.
13
<PAGE> 16
II. RATIFICATION OF APPOINTMENT INDEPENDENT AUDITORS
KPMG LLP was the auditing firm for the fiscal year ended March
31, 1999, and the Company has selected this firm as auditors for the year ending
March 31, 2000. A representative of KPMG LLP is expected to be present at the
1999 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 1999 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 the
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, 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 2000
Annual Meeting, currently scheduled to be held on August 16, 2000, must be
received by the Company by March 18, 2000 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 anniversary of the
preceding year's annual meeting (or between June 11 and July 11, 2000 for the
2000 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
14
<PAGE> 17
proper subject for Shareholder action in accordance with applicable law.
The foregoing time limits also apply in determining whether notice is timely for
purposes of rules adopted by the Securities & Exchange Commission relating to
the exercise of discretionary voting authority. 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
/s/ Craig N. Cohen
-----------------------------------
Craig N. Cohen, Secretary
St. Louis, Missouri
July 16, 1999
15
<PAGE> 18
PROXY
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,
September 9, 1999, commencing at 2:00 p.m., St. Louis time, at the St. Louis
Marriot West, 660 Maryville Centre 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 on July 9, 1999 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 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, date and return promptly in the enclosed
envelope to: TALX Corporation, Midtown Station, P.O. Box 936, New York, NY
10138.
(Continued and to be signed and dated on reverse side)
SEE REVERSE SIDE
/\ FOLD AND DETACH HERE /\
<TABLE>
<S><C>
INDICATED IN [X]
THIS EXAMPLE
1. Election of Two Directors for 2. Proposal to ratify the appointment of
terms expiring in 2002: KPMG LLP as independent auditor of the
Nominees: William W. Canfield Company for the 2000 fiscal year.
and Richard F. Ford
FOR WITHHOLD
nominees listed AUTHORITY
(except as marked to vote for all
to the contrary) nominees listed FOR AGAINST ABSTAIN
[ ] [ ] [ ]
[ ] [ ]
(Instruction: To withhold authority to vote for any
individual nominee, strike a line through the nominee's
name on the list above.)
The undersigned hereby acknowledges
receipt of the 1999 Annual to
____________ Shareholders and the Notice of
| said Annual Meeting and accompanying
| Proxy Statement.
|
|
Dated this day of , 1999
------ -------
Signature:
--------------------------
Signature:
--------------------------
Please sign exactly as name(s) appear
on this proxy card. (If Signature
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.
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
/\ FOLD AND DETACH HERE /\
</TABLE>
