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
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Brightpoint, Inc.
(Name of Registrant as Specified in Its Charter)
Board of Directors of Brightpoint, Inc.
(Name of Person(s) Filing Proxy Statement)
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>
BRIGHTPOINT, INC.
6402 Corporate Drive
Indianapolis, Indiana 46278
March 18, 1997
Dear Fellow Brightpoint, Inc. Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
Brightpoint, Inc. (the "Company") which will be held on Thursday, April 24, 1997
at 10:00 A.M. local time at the Bank One Conference Center, Bank One Tower, One
East Ohio Street, Indianapolis, Indiana 46204.
The Notice of Annual Meeting and Proxy Statement which follow describe the
business to be conducted at the meeting.
Your Board of Directors unanimously believes that (i) the election of the
nominees as directors; (ii) the approval of an amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock; and (iii) the approval of an amendment to the Company's 1994 Stock
Option Plan to increase the number of shares reserved for issuance thereunder
from 2,109,375 to 4,100,000 are in the best interests of the Company and its
stockholders, and accordingly, recommends a vote "FOR" the foregoing nominees
and proposals on the enclosed proxy card.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted. After reading the enclosed Notice of
Annual Meeting and Proxy Statement, may I urge you to complete, sign, date and
return the enclosed proxy card in the envelope provided. If the address on the
accompanying material is incorrect, please advise our Transfer Agent,
Continental Stock Transfer & Trust Company, in writing, at 2 Broadway, New York,
New York 10004 (by facsimile (212) 590-5150).
<PAGE>
Your vote is very important, and we will appreciate a prompt return of your
signed proxy card. We hope to see you at the meeting and appreciate your
continued support.
Sincerely yours,
/s/ Robert J. Laikin
-----------------------------
Robert J. Laikin
Chairman of the Board and
Chief Executive Officer
<PAGE>
BRIGHTPOINT, INC.
6402 Corporate Drive
Indianapolis, Indiana 46278
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, APRIL 24, 1997
----------
To the Stockholders of BRIGHTPOINT, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting ("Annual Meeting") of
Stockholders of Brightpoint, Inc. (the "Company") will be held on Thursday,
April 24, 1997, at 10:00 A.M. local time at the Bank One Conference Center, Bank
One Tower, One East Ohio Street, Indianapolis, Indiana 46204, for the following
purposes:
1. To elect three (3) Class III directors to hold office until the Annual
Meeting of Stockholders to be held in 2000 and until their respective successors
have been duly elected and qualified;
2. To consider and vote on a proposal to approve an amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 25,000,000 to 100,000,000;
3. To consider and vote on a proposal to approve an amendment to the
Company's 1994 Stock Option Plan to increase the number of shares of Common
Stock reserved for issuance thereunder from 2,109,375 to 4,100,000; and
4. To transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on March 12, 1997 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors,
/s/ Steven E. Fivel
-----------------------------------
Steven E. Fivel
Secretary
March 18, 1997
<PAGE>
- --------------------------------------------------------------------------------
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
<PAGE>
BRIGHTPOINT, INC.
6402 Corporate Drive
Indianapolis, Indiana 46278
----------
PROXY STATEMENT
----------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, APRIL 24, 1997
This proxy statement (the "Proxy Statement") is furnished in connection
with the solicitation of proxies by the Board of Directors of Brightpoint, Inc.
(the "Company") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Thursday, April 24, 1997, including any adjournment or
adjournments thereof, for the purposes set forth in the accompanying Notice of
Meeting.
Management intends to mail this proxy statement and the accompanying form
of proxy to stockholders on or about March 18, 1997.
Proxies in the accompanying form, duly executed and returned to the
management of the Company and not revoked, will be voted at the Annual Meeting.
Any proxy given pursuant to such solicitation may be revoked by the stockholder
at any time prior to the voting of the proxy by a subsequently dated proxy, by
written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the Annual Meeting and voting in person.
The address and telephone number of the principal executive offices of the
Company are: 6402 Corporate Drive, Indianapolis, Indiana 46278, Telephone No.:
(317) 297-6100.
OUTSTANDING STOCK AND VOTING RIGHTS
Only stockholders of record at the close of business on March 12, 1997 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, there were issued and outstanding 22,028,431 shares of the
Company's Common Stock, $.01 par value per share (the "Common Stock"), the
Company's only class of voting securities. Each share entitles the holder to one
vote on each matter submitted to a vote at the Annual Meeting.
<PAGE>
VOTING PROCEDURES AND PROXY INFORMATION
The directors will be elected by the affirmative vote of a plurality of the
shares of Common Stock present in person or represented by proxy at the Annual
Meeting, provided a quorum exists. A quorum is established if, as of the Record
Date, at least a majority of the outstanding shares of Common Stock are present
in person or represented by proxy at the Annual Meeting. Adoption of the
amendment to the Company's Certificate of Incorporation requires an affirmative
vote of a majority of the outstanding shares of Common Stock as of the Record
Date. Adoption of the amendment to the Company's 1994 Stock Option Plan requires
the affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy at the Annual Meeting, provided a quorum exists.
All other matters at the meeting will be decided by the affirmative vote of a
majority of the shares of Common Stock present in person or represented by proxy
at the meeting and entitled to vote on the subject matter, provided a quorum
exists. Votes will be counted and certified by one or more Inspectors of
Election who are expected to be employees of Continental Stock Transfer & Trust
Company, the Company's transfer agent.
In accordance with Delaware law, abstentions and "broker non-votes" (i.e.,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
as to a matter with respect to which the brokers or nominees do not have
discretionary power to vote) will be treated as present for purposes of
determining the presence of a quorum. For purposes of determining approval of a
matter presented at the meeting, abstentions will be deemed present and entitled
to vote and will, therefore, have the same legal effect as a vote "against" a
matter presented at the meeting. Broker non-votes will be deemed not entitled to
vote on the subject matter as to which the non-vote is indicated. However,
because of the requirement for an absolute majority of the outstanding shares of
Common Stock to authorize the amendments to the Certificate of Incorporation,
broker non-votes will also have the same effect as a vote "against" the
authorization of the amendments to the Certificate of Incorporation. Abstentions
and broker non-votes will have no effect on the election of directors.
The enclosed proxies will be voted in accordance with the instructions
thereon. Unless otherwise stated, all shares represented by such proxy will be
voted as instructed. Proxies may be revoked as noted above.
The entire cost of soliciting proxies, including the costs of preparing,
assembling, printing and mailing this Proxy Statement, the proxy and any
additional soliciting material furnished to stockholders, will be borne by the
Company. Arrangements will be made with brokerage houses and other
<PAGE>
custodians, nominees and fiduciaries to send proxies and proxy materials to the
beneficial owners of stock, and such persons may be reimbursed for their
expenses by the Company. The Company has retained Shareholder Communications
Corporation, a proxy solicitation firm, to solicit proxies. The amount to be
paid to such proxy solicitation firm is not expected to exceed $10,000. Any
questions or requests regarding proxies or related materials may be directed in
writing to Shareholder Communications Corporation, 17 State Street, New York,
New York 10004, Attention: Brightpoint, Inc., or by telephone at (212) 805-7000.
Proxies may also be solicited by directors, officers or employees of the Company
in person or by telephone, telegram or other means. No additional compensation
will be paid to such individuals for these services.
ELECTION OF DIRECTORS
The Company's By-laws provide that the Board of Directors of the Company is
divided into three classes (Class I, Class II and Class III). At each Annual
Meeting of Stockholders, directors constituting one class are elected for a
three-year term. At this year's Annual Meeting of Stockholders, three (3) Class
III directors will be elected to hold office for a term expiring at the Annual
Meeting of Stockholders to be held in 2000. It is the intention of the Board of
Directors to nominate T. Scott Housefield, John W. Adams, and Steven B. Sands as
Class III directors. Each director will be elected to serve until a successor is
elected and qualified or until the director's earlier resignation or removal.
At this year's Annual Meeting of Stockholders, the proxies granted by
stockholders will be voted individually for the election, as directors of the
Company, of the persons listed below, unless a proxy specifies that it is not to
be voted in favor of a nominee for director. In the event any of the nominees
listed below shall be unable to serve, it is intended that the proxy will be
voted for such other nominees as are designated by the Board of Directors. Each
of the persons named below has indicated to the Board of Directors of the
Company that he will be available to serve.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES.
The following table sets forth the names, ages and principal occupations of
the nominees for election at this Annual Meeting of Stockholders and the length
of continuous service as a director of the Company.
<PAGE>
CLASS III DIRECTORS
(To be Elected)
(Term Expires in 2000)
Principal Occupation
Nominee Age or Employment Director Since
- ------- --- --------------------- --------------
John W. Adams 48 Vice President of 1994
Browning Investments, Inc.
T. Scott Housefield 40 Executive Vice President 1993
of the Company and
President, Brightpoint
International Ltd.
Steven B. Sands 38 Co-Chairman and Chief 1994
Executive Officer of Sands
Brothers & Co., Ltd.
The following tables set forth similar information with respect to
incumbent directors in Class I and Class II of the Board of Directors who are
not nominees for election at this Annual Meeting of Stockholders.
CLASS I DIRECTORS
(Term Expires in 1998)
Principal Occupation
Director Age or Employment Director Since
- -------- --- --------------------- --------------
J. Mark Howell 32 President and Chief 1994
Operating Officer
of the Company
Joseph Forer 47 Managing Director, 1996
Brightpoint Latin America
Stephen H. Simon 31 President, Melvin Simon 1994
& Associates, Inc.
<PAGE>
CLASS II DIRECTORS
(Term Expires in 1999)
Principal Occupation
Director Age or Employment Director Since
- -------- --- --------------------- --------------
Robert J. Laikin 33 Chairman of the Board 1989
and Chief Executive
Officer of the Company
Robert Picow 42 Vice Chairman of the 1996
Board
Robert F. Wagner 62 Partner of Law Firm of 1994
Lewis & Wagner
Rollin M. Dick 65 Executive Vice President 1994
and Chief Financial Officer
of Conseco, Inc.
Following is additional information with respect to the Company's directors
and executive officers.
Robert J. Laikin, founder of the Company, has been a director of the
Company since its inception in August 1989. Mr. Laikin has been Chairman of the
Board and Chief Executive Officer of the Company since January 1994. Mr. Laikin
was President of the Company from June 1992 until September 1996 and Vice
President and Treasurer of the Company from August 1989 until May 1992. From
July 1986 to December 1987, Mr. Laikin was Vice President and, from January 1988
to February 1993, President of Century Cellular Network, Inc., a company engaged
in the retail sale of cellular telephones and accessories.
J. Mark Howell has been a director of the Company since October 1994. Mr.
Howell has been President of the Company since September 1996, Chief Operating
Officer of the Company from September 1995 and was Executive Vice President,
Finance, Chief Financial Officer, Treasurer and Secretary of the Company from
July 1994 until September 1996. From July 1992 until joining the Company, Mr.
Howell was Corporate Controller for ADESA Corporation, a company which owns and
operates automobile auctions in the United States and Canada. Prior thereto, Mr.
Howell was a Manager with Ernst & Young LLP.
T. Scott Housefield has been a director of the Company since January 1993
and Executive Vice President since July 1994. Mr. Housefield has been President
of Brightpoint International Ltd. since its inception in August 1996. From
January 1993 to June 1994, Mr. Housefield was Chief Financial Officer of the
Company
<PAGE>
and, from January 1994 to July 1994, was Chief Operating Officer of the Company.
Prior thereto, Mr. Housefield owned and operated Housefield Marketing Corp., a
company engaged in the wholesale distribution of textiles.
John W. Adams has been a director of the Company since April 1994. Since
October 1983, Mr. Adams has been Vice President of Browning Investments, Inc., a
commercial real estate development company.
Robert F. Wagner has been a director of the Company since April 1994. Mr.
Wagner has been engaged in the practice of law with the firm of Lewis & Wagner
since 1973.
Stephen H. Simon has been a director of the Company since April 1994. Mr.
Simon has been President of Melvin Simon & Associates, Inc., a privately-held
shopping center development company, since February 1997. From December 1993
until February 1997, Mr. Simon was Director of Development for SDG
Administrative Services Partnership, L.P., an affiliate of Simon DeBartolo Group
and a publicly held real estate investment trust. From November 1991 to December
1993, Mr. Simon was Development Manager of Melvin Simon & Associates, Inc.
Rollin M. Dick has been a director of the Company since April 1994. Since
February 1986, Mr. Dick has been Executive Vice President and Chief Financial
Officer of Conseco, Inc., a publicly traded life insurance holding company. Mr.
Dick is also a director of Conseco, Inc., American Life Holding Company, a
publicly traded life insurance holding company, and General Acceptance
Corporation, a publicly traded automotive finance company.
Steven B. Sands has been a director of the Company since May 1994. Since
1990, Mr. Sands has been Co-Chairman and Chief Executive Officer of Sands
Brothers & Co., Ltd., an investment banking firm. Mr. Sands is a director of
Semiconductor Packaging Materials Co., Inc., a semiconductor components
manufacturer, Digital Solutions, Inc., a payroll processing and other employer
services company, Command Security Corp., a provider of security guards, The
Village Green Bookstore, Inc., a bookstore owner and operator, Financing for
Science International, Inc., a scientific equipment leasing company, and IWI
Holding Ltd., a distributor of jewelry products, each a publicly-held company.
Robert Picow has been a director of the Company and Vice Chairman of the
Board of Directors of the Company since June
<PAGE>
1996. Mr. Picow was President of Brightpoint North America from June 1996 until
October 1996. He is currently a private investor. Prior to their merger with the
Company, Mr. Picow was a founder of Allied Communications, Inc., Allied
Communications of Georgia, Inc. and Allied Communications of Illinois, Inc. and
co-founder of Allied Communications of Florida, Inc. and Allied Communications
of Puerto Rico, Inc. Mr. Picow served as Chairman and Chief Executive Officer of
Allied Communications, Inc., Allied Communications of Illinois, Inc. and Allied
Communications of Georgia, Inc. from their inception in 1984, 1993 and 1992,
respectively.
Joseph Forer has been a director of the Company and Managing Director,
Brightpoint Latin America since June 1996. He is currently a private investor.
Prior to their merger with the Company, Mr. Forer was a co-founder of Allied
Communications of Florida, Inc. and Allied Communications of Puerto Rico, Inc.,
as well as President and a director of such companies from 1992 and 1994,
respectively. From 1989 until joining Allied, Mr. Forer served as Executive Vice
President of Cellular World, Inc., a distributor of cellular telephone and
paging equipment.
Phillip A. Bounsall, age 36, has been Executive Vice President, Chief
Financial Officer and Treasurer of the Company since September 1996. From 1994
until September 1996, Mr. Bounsall was Chief Financial Officer of Walker
Information, Inc., a provider of customer satisfaction measurement and other
information services. Previously, Mr. Bounsall was a senior manager with Ernst &
Young LLP, where he worked for 12 years.
Steven E. Fivel, age 36, has been Executive Vice President, General Counsel
and Secretary of the Company since January 1997. From December 1993 until
January 1997, Mr. Fivel was an attorney with SDG Administrative Services
Partnership, L.P., an affiliate of Simon DeBartolo Group and a publicly-held
real estate investment trust. From February 1998 to December 1993, Mr. Fivel was
an attorney with Melvin Simon & Associates,Inc., a privately - held shopping
center development company.
John R. Sullivan, age 32, has been Executive Vice President, Operations of
the Company since January 1996. From December 1994 to January 1996, Mr. Sullivan
served as Vice President, Operations of the Company. From June 1992 to December
1994, Mr. Sullivan was a Manufacturing Manager with General Mills, Inc.
David H. Brown, age 41, has been Executive Vice President, North America
Marketing and Sales, of the Company since January 1997. From January 1995 to
January 1997, Mr. Brown was a sales director at Nokia Mobile Phones. From
February 1992 to January 1995, Mr. Brown was President of Premier Sales and
Marketing, a sales representative firm for accessories in the automotive
manufacturing industry. Previously, Mr. Brown was Vice President of R.J. Patteri
& Associates, also a sales representative firm for accessories in the automotive
manufacturing industry.
Gary D. Butts, age 32, has been Executive Vice President, North America
Business Development, of the Company since January 1997. From May 1995 until
January 1997, Mr. Butts was Vice President, Domestic Marketing and Sales, of the
Company. From January 1993 until May 1995, Mr. Butts was employed by the Company
in various sales and marketing positions. Prior thereto, Mr. Butts was a
regional manager for NCI, a distrubutor of wireless communiction products.
During the fiscal year ended December 31, 1996, the Board of Directors held
nine meetings. Six of the meetings were attended by all of the directors, either
in person or by telephone and three meetings were attended by all directors with
the exception of one meeting missed by each of Messrs. Simon, Wagner and Adams.
In addition, the Board took other action by unanimous written consent in lieu of
a meeting. The Company has a Compensation Committee of the Board of Directors
comprised of Messrs. Wagner and Adams. The Compensation Committee held three
meetings during the fiscal year ended December 31, 1996. The Company has an
Audit Committee which supervises the audit and
<PAGE>
financial procedures of the Company. The Audit Committee is currently comprised
of Messrs. Dick and Simon. The Audit Committee of the Board of Directors held
two meetings during the fiscal year ended December 31, 1996. The Company does
not have a nominating committee.
<PAGE>
EXECUTIVE COMPENSATION
The following table discloses for the periods presented the compensation
for the person who served as the Company's Chief Executive Officer and for each
of the other executive officers of the Company whose total compensation exceeded
$100,000 for the Company's fiscal year ended December 31, 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual -------------
Compensation Securities
Name and Principal ------------ Underlying
Position Year Salary Bonus Options (#)
- -------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Robert J. Laikin ........................... 1996 $180,000 $200,000 375,000
Chief Executive Officer 1995 120,000 105,000 292,968
1994 67,500 100,000 117,188
J. Mark Howell ............................. 1996 150,000 175,000 375,000
President and Chief Operating Officer 1995 90,000 85,000 175,780
1994 31,250 75,000 117,187
T. Scott Housefield ........................ 1996 150,000 175,000 375,000
Executive Vice President 1995 90,000 60,000 58,593
1994 50,000 45,000 58,593
Phillip A. Bounsall ........................ 1996 125,000 26,042 93,750
Executive Vice President and 1995 -- -- --
Chief Financial Officer 1994 -- -- --
John R. Sullivan ........................... 1996 125,000 25,000 18,750
Executive Vice President, Operations 1995 90,000 60,000 58,593
1994 -- -- --
</TABLE>
<PAGE>
The following table provides information with respect to individual stock
options granted during fiscal 1996 to each of the named executive officers (the
"Named Executives"), as indicated in the Summary Compensation Table.
Option Grants in Last Fiscal Year
Individual Grants
-----------------
<TABLE>
<CAPTION>
% of Potential Realizable
Total Value at Assumed
Options Annual Rates of
Granted Stock Price
Shares to Appreciation for
Underlying Employees Exercise Option Term(2)
Options in Fiscal Price Expiration -----------------------
Name Granted(#)(1) Year ($/sh) Date 5%($) 10%($)
- ---- ------------- ------ -------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Robert J.Laikin ............... 375,000 22.5% 12.47 10/04/01 1,291,962 2,854,897
J. Mark Howell ................ 375,000 22.5% 12.47 10/04/01 1,291,962 2,854,897
T. Scott Housefield ........... 375,000 22.5% 12.47 10/04/01 1,291,962 2,854,897
Phillip A. Bounsall .......... 93,750 5.6% 12.47 10/04/01 322,990 713,724
John R. Sullivan .............. 18,750 1.1% 12.47 10/04/01 64,598 142,745
</TABLE>
- ----------
(1) Options were granted under the Company's 1996 Non-Qualified Stock Option
Plan and are exercisable as to one-third of the shares covered thereby on
the first, second and third anniversaries of the date of grant.
(2) The potential realizable value columns of the table illustrate values that
might be realized upon exercise of the options immediately prior to their
expiration, assuming the Company's Common Stock appreciates at the
compounded rates specified over the term of the options. These numbers do
not take into account provisions of options providing for termination of
the option following termination of employment or nontransferability of the
options and do not make any provision for taxes associated with exercise.
Because actual gains will depend upon, among other things, future
performance of the Common Stock, there can be no assurance that the amounts
reflected in this table will be achieved.
<PAGE>
The following table sets forth information concerning each exercise of
stock options by each of the Named Executives during the fiscal year ended
December 31, 1996 and the value of unexercised stock options held by the Named
Executives as of December 31, 1996.
Aggregated Option Exercises and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at December 31, 1996 at December 31, 1996*
Acquired on Value ---------------------------- ---------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert J. Laikin ............. -- -- 332,032 453,125 $6,067,000 $5,512,000
J. Mark Howell ............... 117,188 968,606 39,063 453,125 630,000 5,512,000
T. Scott Housefield .......... -- -- 58,594 375,000 1,016,000 4,253,000
Phillip A. Bounsall .......... -- -- -- 93,750 -- 1,063,000
John R. Sullivan ............. 39,844 644,594 19,531 57,813 315,000 843,000
</TABLE>
- ----------
*Year-end values for unexercised in-the-money options represent the positive
spread between the exercise price of such options and the year-end market value
of the Common Stock.
Compensation of Directors
For the fiscal year ended December 31, 1996, each non-employee director
received cash compensation of $5,000 per annum and $1,500 for each meeting of
the Board attended. The Company has adopted a Non-Employee Director Stock Option
Plan (the "Director Plan") pursuant to which non-employee directors are eligible
to receive options to purchase an aggregate of 468,750 shares. The Director Plan
provides that eligible directors automatically receive a grant of options to
purchase 10,000 shares of Common Stock upon first becoming a director and,
thereafter, an annual grant, in January of each year, of options to purchase
4,000 shares. All of such options are granted at fair market value on the date
of grant and are exercisable as to all of the shares covered thereby commencing
one year from the date of grant. To date, the Company has granted to each of
Messrs. Adams, Wagner, Simon, Dick and Sands options to purchase 45,312 shares
of Common Stock pursuant to the Director Plan. During the year ended December
31, 1996, the Company granted options to purchase 7,500 shares at an exercise
price of $7.94 per share after all stock splits to each of Messrs. Adams,
Wagner, Simon, Dick and Sands.
<PAGE>
Employment Agreements
The Company has entered into five-year evergreen employment agreements with
each of Messrs. Laikin, Howell and Housefield which are automatically renewable
and provide for an annual base compensation of $200,000 and such bonuses as the
Compensation Committee of the Board of Directors may from time to time
determine. The employment agreements provide for employment on a full-time basis
and contain a provision that the employee will not compete or engage in a
business competitive with the current or anticipated business of the Company
during the term of the employment agreement and for a period of two years
thereafter. The employment agreements also provide that if the employee's
employment is terminated under certain circumstances, including as a result of a
change of control, the employee will be entitled to receive severance pay equal
to ten (10) times the compensation received from the Company during the twelve
months prior to the date of termination. In addition, the Company has entered
into three-year evergreen employment agreements with each of Messrs. Bounsall
and Sullivan which provide for an annual base compensation of $125,000 and
provide otherwise for substantially the same terms as the employment agreements
described above, except that if the employee's employment is terminated under
certain circumstances, including as a result of a change of control, the
employee will be entitled to receive sererance pay equal to three (3) times the
compensation received from the Company during the twelve months prior to the
date of termination.
Compensation Committee Interlocks and Insider Participation
The Company has a Compensation Committee of the Board of Directors
currently consisting of Messrs. Wagner and Adams. Decisions as to executive
compensation are made by the Board of Directors, primarily upon the
recommendation of such Committee. The Board of Directors has not modified or
rejected any recommendations of the Compensation Committee as to the
compensation of the Company's executive officers. During the fiscal year ended
December 31, 1996, none of the executive officers of the Company has served on
the board of directors or the compensation committee of any other entity, any of
whose officers serves on the Company's Board of Directors or Compensation
Committee.
Report on Executive Compensation
As noted above, compensation of the Company's executive officers is
determined by the Board of Directors pursuant to recommendations made by the
Compensation Committee. There is no formal compensation policy for the Company's
executive officers, other than the employment agreements described above.
Compensation for executive officers consists of base salary, bonus and
stock option awards. The base salary of the Company's executives are fixed
pursuant to the terms of their respective employment agreements with the
Company. The Compensation Committee reviews the salary of executive officers for
<PAGE>
reasonableness based on job responsibilities and a limited review of
compensation practices for comparable positions at corporations which compete
with the Company in its business or are of comparable size and scope of
operations. The Committee's recommendations to the Board of Directors are based
primarily on informal judgments reasonably believed to be in the best interests
of the Company. In determining to increase the base salaries of the Company's
executives during 1996, the Committee considered the Company's significant
growth, including significantly increased levels of revenues and net income and
the expanded scope of the Company's operations. Salaries are reevaluated by the
Committee each year to determine whether such salaries are reasonable in light
of each executive's expected duties.
Annual bonuses are not determined through the use of specific criteria.
Rather, the Committee bases these bonuses on available cash resources, on the
Company's overall performance and the results for the preceding twelve months.
In determining the amount of bonuses awarded for the fiscal year ended December
31, 1996, the Committee considered the Company's significantly increased levels
of revenues and profitability for the year ended December 31, 1996 and each
executive's contribution to the growth of the Company.
Stock options awards under the Company's Employee Stock Option Plan are
intended to attract, retain and motivate senior management personnel by
affording them an opportunity to receive additional compensation based upon the
performance of the Company's Common Stock. The size and grant of actual awards
during 1996 was determined by the Committee on an informal basis. The
Committee's determination as to the size of actual awards to individual
executives was subjective, after taking into account the relative
responsibilities and contributions of the individual executives. The number or
value of options or "restricted stock" currently held by an executive is not
taken into account in determining the number of stock options granted.
In reviewing Mr. Laikin's performance and determining compensation, the
Committee considered the Company's overall performance, including increased
earnings per share, revenue growth, enhancements in customer service and the
significantly expanded scope of the Company's operations. Mr. Laikin's base
salary, bonus and stock option awards for the year ended December 31, 1996 were
based on the Company's overall performance, with no component of such
compensation based on any particular measure of performance.
COMPENSATION COMMITTEE
Robert F. Wagner
John W. Adams
<PAGE>
Stock Performance Graph
The following line graph compares, from April 7, 1994, the first day on
which the Company's Common Stock was publicly traded, through December 31, 1996,
the cumulative total return among the Company, companies comprising the NASDAQ
Market Index and a Peer Group Index, based on an investment of $100 on April 7,
1994, in the Company's Common Stock and each index, and assuming reinvestment of
all cash dividends, if any, paid on such securities. The Company has not paid
any cash dividends and, therefore, the cumulative total return calculation for
the Company is based solely upon stock price appreciation and not upon
reinvestment of cash dividends. The Peer Group Index consists of companies
engaged in the wholesale distribution of electronic parts and electronic
communications equipment with market capitalizations ranging from $56,000,000 to
$654,000,000. These companies are Reptron Electronics Inc., NU Horizons
Electronics Corp., Audiovox Corp., Sterling Electronics Corp., Richardson
Electronics Ltd., Bell Industries Inc., Pioneer Standard Electronics Inc., Wyle
Electronics Inc., Kent Electronics Corp., Cellstar Corp., and TESSCO
Technologies, Inc. Historical stock price is not necessarily indicative of
future stock price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN OF
BRIGHTPOINT, INC., PEER GROUP AND NASDAQ MARKET INDEX
4/7/94 12/31/94 12/31/95 12/31/96
------ -------- -------- --------
Brightpoint, Inc. $100 $248.00 $282.00 $890.72
Peer Group 100 120.33 181.67 166.36
NASDAQ Market Index 100 102.34 132.74 164.95
<PAGE>
VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 12, 1997,
based on information obtained from the persons named below, with respect to the
beneficial ownership of shares of Common Stock by (i) each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
shares of Common Stock, (ii) each of the Named Executives, (iii) each of the
Company's directors and (iv) all executive officers and directors as a group:
<TABLE>
<CAPTION>
Amount and Nature of Percentage of
Name and Address of Beneficial Outstanding
Beneficial Owner(1) Ownership(2) Shares Owned
- ----------------------------------------------- ------------------ -------------
<S> <C> <C> <C>
Robert J. Laikin(3) ............................ 500,469 2.3%
Rollin M. Dick(4) .............................. 532,500 2.4
T. Scott Housefield(5) ......................... 58,594 *
John W. Adams(6) ............................... 16,875 *
Robert F. Wagner(7) ............................ 7,500 *
Stephen H. Simon(8) ............................ 7,500 *
J. Mark Howell(9) .............................. 78,125 *
Steven B. Sands(10) ............................ 44,062 *
Robert Picow(11) ............................... 2,240,688 10.2
Joseph Forer ................................... 342,188 1.6
John R. Sullivan(12) ........................... 39,063 *
Phillip A. Bounsall(13) ........................ -- *
FMR Corp.(14) .................................. 2,151,563 9.8
American Century Companies, Inc.(15) ........... 1,282,250 5.8
The Capital Group Companies, Inc.(16) .......... 1,331,250 6.0
The TCW Group, Inc.(17) ........................ 1,196,813 5.4
AIM Management Group, Inc.(18) ............... 1,124,906 5.1
All executive officers and
directors as a group (fifteen
persons)(19) ................................... 3,869,909 17.6
</TABLE>
- ----------
* Less than 1%
<PAGE>
(1) The address for each of such individuals, unless specified otherwise in a
subsequent footnote, is in care of the Company, 6402 Corporate Drive,
Indianapolis, Indiana 46278.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date hereof upon the
exercise of options. Each beneficial owner's percentage ownership is
determined by assuming that options or warrants that are held by such
person (but not those held by any other person) and which are exercisable
within 60 days of the date hereof have been exercised. Unless otherwise
indicated, the Company believes that all persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
beneficially owned by them.
(3) Does not include options to purchase 414,063 shares. Includes: (i) 461,406
shares held by Robert J. Laikin and (ii) 39,063 shares underlying options
which are exercisable within 60 days of the date hereof.
(4) Includes: (i) 492,188 shares held in the name of Rollin M. Dick and Helen
E. Dick Grantor Retained Annuity Trust II, and (ii) 40,312 shares
underlying options which are exercisable within 60 days of the date hereof.
Does not include options to purchase 5,000 shares.
(5) Does not include options to purchase 375,000 shares.
(6) Represents shares underlying options which are exercisable within 60 days
of the date hereof. Does not include options to purchase 5,000 shares.
(7) Represents shares underlying options which are exercisable within 60 days
of the date hereof. Does not include options to purchase 5,000 shares.
(8) Represents shares underlying options which are exercisable within 60 days
of the date hereof. Does not include options to purchase 5,000 shares.
(9) Represents shares underlying options which are exercisable within 60 days
of the date hereof. Does not include options to purchase 414,063 shares.
(10) Consists of (i) 3,750 shares held by Ponderosa Partners, L.P., of which Mr.
Sands is a controlling stockholder, officer and director of the corporate
general partner and (ii) 40,312 shares underlying options which are
exercisable within 60 days of the date hereof. Does not include options to
purchase 5,000 shares.
(11) The address for Robert Picow is 2 Cartagena Drive, Boca Raton, Florida
33428.
<PAGE>
(12) Represents shares underlying options which are exercisable within 60 days
of the date hereof. Does not include options to purchase 38,281 shares.
(13) Does not include options to purchase 93,750 shares.
(14) Based on Form 13-G filed with the Securities and Exchange Commission (the
"Commission"), Edward C. Johnson III and Abigail P. Johnson have shared
voting and dispositive power over the shares. The address for FMR Corp. is
82 Devonshire Street, Boston, Massachusetts 02109.
(15) Based on Form 13-G filed with the Commission, American Century Companies,
Inc. has sole voting and dispositive power over the shares. The address for
American Century Companies, Inc. is Twentieth Century Tower, 4500 Main
Street, Kansas City, Missouri 64111.
(16) Based on Form 13-G filed with the Commission, Capital Research and
Management Company, a wholly-owned subsidiary of the Capital Group
Companies, Inc. ("CGC"), and the SMALLCAP World Fund, Inc. have sole voting
and dispositive power over the shares. The address for CGC is 333 South
Hope Street, 52nd Floor, Los Angeles, California 90071.
(17) Based on Form 13-G filed with the Commission, Robert Day and TCW Group,
Inc. have sole voting and dispositive power over the shares. The address
for The TCW Group, Inc. is 865 South Figueroa Street, Los Angeles,
California 90017.
(18) Based on Form 13-G filed with the Commission, AIM Management Group, Inc.,
on behalf of itself and its wholly-owned subsidiaries, AIM Advisors, Inc.
and AIM Capital Management, Inc., has sole voting and dispositive power
over the shares. The address for AIM Management Group, Inc. is 11 Greenway
Plaza, Suite 1919, Houston, Texas 77046.
(19) Includes an aggregate of 271,095 shares underlying options which are
exercisable within 60 days of the date hereof including those listed in
notes (3) through (12).
CERTAIN TRANSACTIONS
Century Cellular Network, Inc. ("Century"), a company 50% owned by Robert
J. Laikin, Chairman of the Board of the Company, was a customer and supplier to
the Company. For the year ended December 31, 1996, the Company sold
approximately $2,600,000 of cellular telephone products to Century and made
purchases of inventory from Century of approximately $500,000. Sales to Century
and purchases made from Century during 1996 were made on terms no less favorable
than could be made to or from unaffiliated third parties. At December 31, 1996,
accounts
<PAGE>
receivable from Century were approximately $679,000. Mr. Laikin has personally
guaranteed the payment of receivables due from Century.
In October 1996, the Company terminated an employment agreement with Robert
Picow and entered into an agreement with Mr. Picow, pursuant to which Mr. Picow
serves as Vice Chairman of the Board of Directors of the Company and is entitled
to receive $10,000 per month. The term of the agreement is from October 9, 1996
until June 7, 1999. Under the agreement, Mr. Picow may not have an interest in
or render any services to any business competitive with the business activities
of the Company, either in any state of the United States or any country where
the Company has a subsidiary, joint venture or other entity controlled by the
Company, prior to June 7, 2001.
The Company's distribution center in Bensalem, Pennsylvania is leased from
Robert Picow and his wife at a monthly rental of $7,500. The Company believes
that the terms of such leases are no less favorable to the Company than the
terms of similar transactions available from a non-related party.
In July 1996, the Company entered into an agreement with Technology
Resources International Ltd. ("TRI"), an international distributor of wireless
communications equipment based in the United Kingdom, pursuant to which the
parties formed Brightpoint International Ltd., a company owned equally by the
Company and TRI. Brightpoint International conducts all of the Company's sales
and marketing activities outside of North and South America. As of October 1,
1996, the Company acquired the 50% interest which it did not own of Brightpoint
International Ltd. from TRI for $5,000,000 in cash and 400,000 shares of the
Company's common stock.
The Company utilizes the services of a third party for the purchase of
corporate gifts, promotional items and personal stationery. Mrs. Judith Laikin
the mother of Robert J. Laikin, owns this advertising speciality company. For
the year ended December 31, 1996, the Company purchased approximately $245,384
of services and products from this party. The Company believes these purchases
were made on terms no less favorable than could be made from a non-related
party.
<PAGE>
PROPOSAL I
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK FROM 25,000,000 TO 100,000,000
-------------------------------------------
The Board has adopted a resolution unanimously approving and recommending
to the Company's stockholders for their approval an amendment to the Company's
Certificate of Incorporation to provide for an increase in the authorized number
of shares of Common Stock from 25,000,000 to 100,000,000. The text of the
proposed amendment to the Company's Certificate of Incorporation is attached
hereto as Exhibit A.
As of March 12, 1997, there were 22,028,431 shares of Common Stock
outstanding. In addition, 1,013,440 shares of Common Stock are reserved for
issuance upon exercise of options granted under the Company's 1994 Stock Option
Plan and Director Plan and 1,562,500 shares are reserved for issuance upon
exercise of options granted under the Company's 1996 Non-Qualified Stock Option
Plan. The Company has authorized 1,000,000 shares of preferred stock, none of
which is outstanding.
The Board believes the increase in the authorized number of shares of
Common Stock is in the best interests of the Company and believes it advisable
to authorize such shares to have them available for, among other things,
possible issuance in connection with future capital and financing activities.
The additional shares of Common Stock would be available for any proper
corporate purpose including, without limitation, the issuance in private or
public sales as a means of raising working capital, as consideration to be paid
by the Company for the acquisition of other businesses and properties, the
issuance of stock splits or dividends and the implementation of employee benefit
plans.
The additional shares of Common Stock that would be available for issuance
if the proposed amendment is approved, could be issued for any proper corporate
purpose by the Board at any time without further stockholder approval, subject
to applicable law and to the rules of the NASDAQ Stock Market, Inc. ("NASDAQ")
that apply to the Company as a result of the quotation of the Common Stock on
the NASDAQ National Market so long as the Common Stock is so quoted. Except as
described above, further authorization from the Company's stockholders will not
be solicited prior to the issuance of Common Stock. The voting and equity
ownership rights of the Company's stockholders may be diluted by such issuances.
Stockholders will not have preemptive rights to subscribe for shares of Common
Stock, unless the Company grants such rights at the time of issue. The Company
<PAGE>
currently has no plans or proposals to issue any of the additional shares of
Common Stock.
The Board is required to make any determination to issue shares of Common
Stock based on its judgment as to the best interests of the Company. Although
the Board has no present intention of doing so, it could issue shares of Common
Stock (within the limits imposed by applicable laws and the NASDAQ rules as
described above) that could, depending on the circumstances, make more difficult
or discourage an attempt to obtain control of the Company by means of a merger,
tender offer, proxy contest or otherwise. When in the judgment of the Board such
use would be in the best interest of the Company, such shares could be used to
create voting or other impediments or to discourage persons seeking to gain
control of the Company. Such shares could be privately placed with purchasers
favorable to the Board in opposing such action. The issuance of new shares of
Common Stock also could be used to dilute the stock ownership of a person or
entity seeking to obtain control of the Company should the Board consider the
action of such entity or person not to be in the best interest of the Company.
Any such issuance could also have the effect of diluting the earnings per share,
book value per share and/or voting power of the Common Stock.
The approval of the proposed amendment to amend the Certificate of
Incorporation to increase the authorized number of shares of Common Stock
requires the approval of a majority of the outstanding shares of Common Stock as
of the Record Date.
THE BOARD BELIEVES THAT THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE
OF INCORPORATION IS IN THE BEST INTEREST OF THE COMPANY AND UNANIMOUSLY
RECOMMENDS A VOTE FOR ITS APPROVAL.
<PAGE>
PROPOSAL II
AMENDMENT OF 1994 STOCK OPTION PLAN TO INCREASE
THE NUMBER OF SHARES RESERVED FOR
ISSUANCE THEREUNDER FROM 2,109,375 TO 4,100,000
-----------------------------------------------
At the Annual Meeting, the Company's stockholders will be asked to approve
an amendment to the Company's 1994 Stock Option Plan (the "Plan") to increase
the number of shares of Common Stock reserved for issuance under the Plan from
2,109,375 to 4,100,000. The text of the 1994 Stock Option Plan, pursuant to the
proposed amendment, is attached hereto as Exhibit B.
The Board believes that in order to enable the Company to continue to
attract and retain personnel of the highest caliber, provide incentive for
officers, directors, key employees and other key persons and continue to promote
the well-being of the Company, it is in the best interest of the Company and its
stockholders to provide to officers, directors, key employees, consultants and
other independent contractors who perform services for the Company, through the
granting of stock options, the opportunity to participate in the value and/or
appreciation in value of the Company's Common Stock. The Board has found that
the grant of options under the Plan has proven to be a valuable tool in
attracting and retaining key employees. It believes that such authority, in view
of the substantial growth of the Company and need to continue to grow, should be
expanded to increase the number of options which may be granted under the Plan.
The Board believes that such authority will provide the Company with significant
means to attract and retain talented personnel and maintain current key
employees.
Summary of the Stock Option Plan
In March 1994, the Company adopted the Plan, as amended in May 1995,
pursuant to which 2,109,375 shares of Common Stock are reserved for issuance
upon the exercise of options designated as either (i) options intended to
constitute incentive stock options ("ISOs") under the Internal Revenue Code of
1986, as amended (the "Code") or (ii) nonqualified options. ISOs may be granted
under the Plan to employees and officers of the Company. Non-qualified options
may be granted to consultants, directors (whether or not they are employees),
employees or officers of the Company.
The Plan is intended to qualify under Rule 16b-3 under the Securities
Exchange Act of 1934, and is administered by a Committee of the Board of
Directors, which currently consists of Messrs. Wagner and Adams. The Committee,
within the limitations of the Plan, determines the persons to whom options will
be granted, the number of shares to be covered by each option, whether the
options granted are intended to be ISOs, the duration
<PAGE>
and rate of exercise of each option, the option purchase price per share and the
manner of exercise, and the time, manner and form of payment upon exercise of an
option. Unless sooner terminated the Plan will expire at the close of business
on April 7, 2004.
ISOs granted under the Plan may not be granted at a price less than the
fair market value of the Common Stock on the date of grant (or 110% of fair
market value in the case of persons holding 10% or more of the voting stock of
the Company). The aggregate fair market value of shares for which ISOs granted
to any employee are exercisable for the first time by such employee during any
calendar year (under all stock option plans of the Company) may not exceed
$100,000. Non-qualified options granted under the Plan may not be granted at a
price less than the fair market value of the Common Stock on the date of grant.
Options granted under the Plan will expire not more than ten years from the date
of grant (five years in the case of ISOs granted to persons holding 10% or more
of the voting stock of the Company). Except as provided by the Board of
Directors or Committee, as the case may be, all options granted under the Plan
are not transferable during an optionee's lifetime but are transferable at death
by will or by the laws of descent and distribution. In general, upon termination
of employment of an optionee, all options granted to such person which are not
exercisable on the date of such termination immediately terminate, and any
options that are exercisable terminate 90 days following termination of
employment.
Under the Plan, as currently in effect, the maximum number of shares that
may be covered by stock options granted to any employee of the Company shall be
a maximum of 50% of the aggregate number of shares reserved for issuance under
the Plan. Such requirement is intended to meet the exception from Section 162(m)
of the Code for performance-based compensation.
The Plan contains anti-dilution provisions authorizing appropriate
adjustments in certain circumstances. Shares of Common Stock subject to options
which expire without being exercised or which are cancelled as a result of the
cessation of employment are available for further grants. No shares of Common
Stock of the Company may be issued to any optionee until the full option price
has been paid. The Committee may grant individual options under the Plan with
more stringent provisions than those specified in the Plan.
Effective July 1996, the Board of Directors of the Company adopted the
Company's 1996 Non - Qualified Stock Option Plan. Under the Plan, the Board is
authorized to issue options to purchase up to 1,875,000 shares of Common Stock.
The Board has authorized the issuance of options to purchase 1,562,500 shares of
Common Stock at an average exercise price of $12.28, including issuances to
executive officers of the Company. See "Executive Compensation."
<PAGE>
Participation in The Option Plan
To date, options to purchase an aggregate of 1,762,034 shares of Common
Stock (net of forfeitures) have been granted under the Plan. During the fiscal
year ended December 31, 1996, the Company granted options to purchase 105,000
shares of Common Stock under the Plan to employees of the Company, none of whom
were directors or executive officers, at an average exercise price per share of
$14.27. The market price of the underlying shares was $23.80 and the dollar
value of such options was $1,001,000, both determined on the basis of the market
price of the Company's Common Stock as reported by the NASDAQ National Market as
of the close of trading on December 31, 1996.
<PAGE>
Certain Federal Income Tax Consequences of the Plan
The following is a brief summary of the Federal income tax aspects of
grants made under the Plan based upon statutes, regulations and interpretations
in effect on the date hereof. This summary is not intended to be exhaustive, and
does not describe state or local tax consequences.
1. Incentive Stock Options. The participant will recognize no taxable
income upon the grant or exercise of an Incentive Stock Option. Upon a
disposition of the shares after the later of two years from the date of grant
and one year after the transfer of the shares to the participant, (i) the
participant will recognize the difference, if any, between the amount realized
and the exercise price as long-term capital gain or long-term capital loss (as
the case may be) if the shares are capital assets in his or her hands; and (ii)
the Company will not qualify for any deduction in connection with the grant or
exercise of the options. The excess, if any, of the fair market value of the
shares on the date of exercise of an Incentive Stock Option over the exercise
price will be treated as an item of adjustment for his or her taxable year in
which the exercise occurs and may result in an alternative minimum tax liability
for the participant. In the case of a disposition of shares in the same taxable
year as the exercise where the amount realized on the disposition is less than
the fair market value of the shares on the date of exercise, there will be no
adjustment since the amount treated as an item of adjustment, for alternative
minimum tax purposes, is limited to the excess of the amount realized on such
disposition over the exercise price which is the same amount included in regular
taxable income.
If Common Stock acquired upon the exercise of an Incentive Stock Option is
disposed of prior to the expiration of the holding periods described above, (i)
the participant will recognize ordinary compensation income in the taxable year
of disposition in an amount equal to the excess, if any, of the lesser of the
fair market value of the shares on the date of exercise or the amount realized
on the disposition of the shares, over the exercise price paid for such shares;
and (ii) the Company will qualify for a deduction equal to any such amount
recognized, subject to the requirements of Section 162(m) of the Code and that
the compensation be reasonable. The participant will recognize the excess, if
any, of the amount realized over the fair market value of the shares on the date
of exercise, if the shares are capital assets in his or her hands, as short-term
or long-term capital gain, depending on the length of time that the participant
held the shares, and the Company will not qualify for a deduction with respect
to such excess.
Subject to certain exceptions for disability or death, if an Incentive
Stock Option is exercised more than three months following the termination of
the participant's employment, the
<PAGE>
option will generally be taxed as a Non-Qualified Stock Option.
See "Non-Qualified Stock Options."
2. Non-Qualified Stock Options. With respect to NonQualified Stock Options
(i) upon grant of the option, the participant will recognize no income; (ii)
upon exercise of the option (if the shares are not subject to a substantial risk
of forfeiture), the participant will recognize ordinary compensation income in
an amount equal to the excess, if any, of the fair market value of the shares on
the date of exercise over the exercise price, and the Company will qualify for a
deduction in the same amount, subject to the requirements of Section 162(m) of
the Code and that the compensation be reasonable; (iii) the Company will be
required to comply with applicable Federal income tax withholding requirements
with respect to the amount of ordinary compensation income recognized by the
participant; and (iv) on a sale of the shares, the participant will recognize
gain or loss equal to the difference, if any, between the amount realized and
the sum of the exercise price and the ordinary compensation income recognized.
Such gain or loss will be treated as short-term or long-term capital gain or
loss if the shares are capital assets in the participant's hands depending upon
the length of time that the participant held the shares.
The approval of the proposed amendment to the Company's 1994 Stock Option
Plan requires the affirmative vote of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting, provided a
quorum exists.
THE BOARD BELIEVES THAT THE PROPOSED AMENDMENT TO THE 1994 STOCK OPTION
PLAN WILL HELP THE COMPANY ATTRACT AND RETAIN QUALIFIED OFFICERS, DIRECTORS AND
KEY EMPLOYEES. ACCORDINGLY, THE BOARD BELIEVES THAT THE AMENDMENT TO THE 1994
STOCK OPTION PLAN IS IN THE BEST INTEREST OF THE COMPANY AND UNANIMOUSLY
RECOMMENDS A VOTE FOR ITS APPROVAL.
<PAGE>
INDEPENDENT AUDITORS
In October 1994, the Company engaged Ernst & Young LLP as its independent
auditors who reported on the financial statements of the Company for the fiscal
years ended December 31, 1994, 1995 and 1996. It is currently anticipated that
Ernst & Young LLP will be selected by the Board of Directors to examine and
report on the financial statements of the Company for the year ending December
31, 1997. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so, and are expected to be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholders who wish to present proposals appropriate for consideration at
the Company's 1997 Annual Meeting of Stockholders to be held in 1998 must submit
the proposal in proper form to the Company at its address set forth on the first
page of this Proxy Statement not later than December 31, 1997 in order for the
proposition to be considered for inclusion in the Company's proxy statement and
form of proxy relating to such annual meeting. Any such proposals, as well as
any questions related thereto, should be directed to the Secretary of the
Company.
<PAGE>
OTHER INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1996
IS BEING FURNISHED HEREWITH TO EACH STOCKHOLDER OF RECORD AS OF THE CLOSE OF
BUSINESS ON MARCH 12, 1997. COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
WILL BE PROVIDED FOR A NOMINAL CHARGE UPON WRITTEN REQUEST TO :
BRIGHTPOINT, INC.
6402 CORPORATE DRIVE
INDIANAPOLIS, INDIANA 46278
ATTENTION: Phillip A. Bounsall
The Board of Directors is aware of no other matters, except for those
incident to the conduct of the Annual Meeting, that are to be presented to
stockholders for formal action at the Annual Meeting. If, however, any other
matters properly come before the Annual Meeting or any adjournments thereof, it
is the intention of the persons named in the proxy to vote the proxy in
accordance with their judgment.
By Order of the Board
of Directors,
Steven E. Fivel
Secretary
March 18, 1997
<PAGE>
EXHIBIT A
FORM OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES
OF COMMON STOCK FROM
25,000,000 TO 100,000,000 SHARES
The first paragraph of Section 4 of the Certificate of Incorporation, which
refers to the authorized shares of the corporation, is hereby amended to read as
follows:
"FOURTH. The total number of shares of capital stock
which the Corporation shall have authority to issue is One
Hundred One Million (101,000,000) shares, of which One
Hundred Million (100,000,000) shares shall be Common Stock,
par value $.01 per share, and One Million (1,000,000) shares
shall be Preferred Stock, par value $.01 per share."
<PAGE>
EXHIBIT B
1994 STOCK OPTION PLAN
OF
BRIGHTPOINT, INC.
(As Amended)
1. Purpose
Brightpoint, Inc. (the "Company") desires to attract and retain the best
available talent and encourage the highest level of performance in order to
continue to serve the best interests of the Company, and its stockholders. By
affording key personnel the opportunity to acquire proprietary interests in the
Company and by providing them incentives to put forth maximum efforts for the
success of the business, the 1994 Stock Option Plan of Brightpoint, Inc. (the
"1994 Plan") is expected to contribute to the attainment of those objectives.
The word "Subsidiary" or "Subsidiaries" as used herein, shall mean any
corporation, fifty percent or more of the voting stock of which is owned by the
Company.
2. Scope and Duration
Options under the 1994 Plan may be granted in the form of incentive stock
options ("Incentive Options") as provided in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or in the form of nonqualified stock
options ("Non-Qualified Options"). (Unless otherwise indicated, references in
the 1994 Plan to "options" include Incentive Options and Non-Qualified Options.)
The maximum aggregate number of shares as to which options may be granted from
time to time under the 1994 Plan is 4,100,000 shares of the Common Stock of the
Company ("Common Stock"), which shares may be, in whole or in part, authorized
but unissued shares or shares reacquired by the Company. The maximum number of
shares with respect to which options may be granted to any employee during the
term of the Plan is 50% of the aggregate number of shares reserved for issuance
under the Plan. If an option shall expire, terminate or be surrendered for
cancellation for any reason without having been exercised in full, the shares
represented by the option or portion thereof not so exercised shall (unless the
1994 Plan shall have been terminated) become available for subsequent option
grants under the 1994 Plan. As provided in paragraph 13, the 1994 Plan shall
become effective on April 7, 1994, and unless terminated sooner pursuant to
paragraph 14, the 1994 Plan shall terminate on April 7, 2004, and no option
shall be granted hereunder after that date.
3. Administration
The 1994 Plan shall be administered by the Board of Directors of the
Company, or, at their discretion, by a committee
<PAGE>
which is appointed by the Board of Directors to perform such function (the
"Committee"). The Committee shall consist of not less than two members of the
Board of Directors, each of whom shall serve at the pleasure of the Board of
Directors and shall be any person permitted under the provisions of Rule l6b-3
pursuant to the Securities Exchange Act of 1934 (the "Act"). Vacancies occurring
in the membership of the Committee shall be filled by appointment by the Board
of Directors.
The Board of Directors or the Committee, as the case may be, shall have
plenary authority in its discretion, subject to and not inconsistent with the
express provisions of the 1994 Plan, to grant options, to determine the purchase
price of the Common Stock covered by each option, the term of each option, the
persons to whom, and the time or times at which, options shall be granted and
the number of shares to be covered by each option; to designate options as
Incentive Options or Non-Qualified Options; to interpret the 1994 Plan; to
prescribe, amend and rescind rules and regulations relating to the 1994 Plan; to
determine the terms and provisions of the option agreements (which need not be
identical) entered into in connection with options under the 1994 Plan; and to
make all other determinations deemed necessary or advisable for the
administration of the 1994 Plan. The Board of Directors or the Committee, as the
case may be, may delegate to one or more of its members or to one or more agents
such administrative duties as it may deem advisable, and the Board of Directors
or the Committee, as the case may be, or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render advice with respect
to any responsibility the Board of Directors or the Committee, as the case may
be, or such person may have under the 1994 Plan.
4. Eligibility; Factors to be Considered in Granting Options
Incentive Options shall be limited to persons who are employees of the
Company or its present and future Subsidiaries and at the date of grant of any
option are in the employ of the Company or its present and future Subsidiaries.
In determining the employees to whom Incentive Options shall be granted and the
number of shares to be covered by each Incentive Option, the Board of Directors
or the Committee, as the case may be, shall take into account the nature of
employees' duties, their present and potential contributions to the success of
the Company and such other factors as it shall deem relevant in connection with
accomplishing the purposes of the 1994 Plan. An employee who has been granted an
option or options under the 1994 Plan may be granted an additional option or
options, subject, in the case of Incentive Options, to such limitations as may
be imposed by the Code on such options. Except as provided below, a
Non-Qualified Option may be granted to any person, including, but not limited
to, employees, independent agents, consultants and attorneys, who the Board of
Directors or the Committee, as the case may be, believes
<PAGE>
has contributed, or will contribute, to the success of the Company.
5. Option Price
The purchase price of the Common Stock covered by each option shall be
determined by the Board of Directors or the Committee, as the case may be, shall
not be less than 100% of the Fair Market Value (as defined in paragraph 15
below) of a share of the Common Stock on the date on which the option is
granted. Such price shall be subject to adjustment as provided in paragraph 12
below. The Board of Directors or the Committee, as the case may be, shall
determine the date on which an option is granted; in the absence of such a
determination, the date on which the Board of Directors or the Committee, as the
case may be, adopts a resolution granting an option shall be considered the date
on which such option is granted.
6. Term of Options
The term of each option shall be not more then ten years from the date of
grant, as the Board of Directors or the Committee, as the case may be, shall
determine, subject to earlier termination as provided in paragraphs 10 and 11
below.
7. Exercise of Options
(a) Subject to the provisions of the 1994 Plan and unless otherwise
provided in the option agreement, options granted under the 1994 Plan shall
become exercisable as determined by the Board of Directors or Committee. In its
discretion, the Board of Directors or the Committee, as the case may be, may, in
any case or cases, prescribe that options granted under the 1994 Plan become
exercisable in installments or provide that an option may be exercisable in full
immediately upon the date of its grant. The Board of Directors or the Committee,
as the case may be, may, in its sole discretion, also provide that an option
granted pursuant to the 1994 Plan shall immediately become exercisable in full
upon the happening of any of the following events; (i) the first purchase of
shares of Common Stock pursuant to a tender offer or exchange offer (other than
an offer by the Company) for all, or any part of, the Common Stock, (ii) the
approval by the stockholders of the Company of an agreement for a merger in
which the Company will not survive as an independent, publicly owned
corporation, a consolidation, or a sale, exchange or other disposition of all or
substantially all of the Company's assets, (iii) with respect to an employee, on
his 65th birthday, or (iv) with respect to an employee, on the employee's
involuntary termination from employment, except as provided in Section 10
herein. In the event of a question or controversy as to whether or not any of
the events hereinabove described has taken place, a determination by the Board
of Directors or the Committee, as the case may be, that such event has or has
not occurred shall be conclusive and binding upon the
<PAGE>
Company and participants in the 1994 Plan.
(b) Any option at any time granted under the 1994 Plan may contain a
provision to the effect that the optionee (or any persons entitled to act under
Paragraph 11 hereof) may, at any time at which Fair Market Value is in excess of
the exercise price and prior to exercising the option, in whole or in part,
request that the Company purchase all or any portion of the option as shall then
be exercisable at a price equal to the difference between (i) an amount equal to
the option price multiplied by the number of shares subject to that portion of
the option in respect of which such request shall be made and (ii) an amount
equal to such number of shares multiplied by the fair market value of the
Company's Common Stock (within the meaning of Section 422 of the Code and the
treasury regulations promulgated thereunder) on the date of purchase. The
Company shall have no obligation to make any purchase pursuant to such request,
but if it elects to do so, such portion of the option as to which the request is
made shall be surrendered to the Company. The purchase price for the portion of
the option to be so surrendered shall be paid by the Company, less any
applicable withholding tax obligations imposed upon the Company by reason of the
purchase at the election of the Board of Directors or the Committee, as the case
may be, either in cash or in shares of Common Stock (valued as of the date and
in the manner provided in clause (ii) above), or in any combination of cash and
Common Stock, which may consist, in whole or in part, of shares of authorized
but unissued Common Stock or shares of Common Stock held in the Company's
treasury. No fractional share of Common Stock shall be issued or transferred and
any fractional share shall be disregarded. Shares covered by that portion of any
option purchased by the Company pursuant hereto and surrendered to the Company
shall not be available for the granting of further options under the Plan. All
determinations to be made by the Company hereunder shall be made by the Board of
Directors or the Committee, as the case may be.
(c) An option may be exercised, at any time or from time to time (subject,
in the case of Incentive Options, to such restrictions as may be imposed by the
Code), as to any or all full shares as to which the option has become
exercisable until the expiration of the period set forth in Paragraph 6 hereof,
by the delivery to the Company, at its principal place of business, of (i)
written notice of exercise in the form specified by the Board of Directors or
the Committee, as the case may be, specifying the number of shares of Common
Stock with respect to which the option is being exercised and signed by the
person exercising the option as provided herein, (ii) payment of the purchase
price; and (iii) in the case of Non-Qualified Options, payment in cash of all
withholding tax obligations imposed on the Company by reason of the exercise of
the option. Upon acceptance of such notice, receipt of payment in full, and
receipt of payment of all withholding tax obligations, the Company shall cause
to be issued a certificate representing the shares of Common Stock purchased. In
the event
<PAGE>
the person exercising the option delivers the items specified in (i) and (ii) of
this Subsection (c), but not the item specified in (iii) hereof, if applicable,
the option shall still be considered exercised upon acceptance by the Company
for the full number of shares of Common Stock specified in the notice of
exercise but the actual number of shares issued shall be reduced by the smallest
number of whole shares of Common Stock which, when multiplied by the Fair Market
Value of the Common Stock as of the date the option is exercised, is sufficient
to satisfy the required amount of withholding tax.
(d) The purchase price of the shares as to which an option is exercised
shall be paid in full at the time of exercise. Payment shall be made in cash,
which may be paid by check or other instrument acceptable to the Company; in
addition, subject to compliance with applicable laws and regulations and such
conditions as the Board of Directors or the Committee, as the case may be, may
impose, the Board of Directors or the Committee, as the case may be, in its sole
discretion, may on a case-by-case basis elect to accept payment in shares of
Common Stock of the Company which are already owned by the option holder, valued
at the Fair Market Value thereof (as defined in paragraph 15 below) on the date
of exercise; provided, however, that with respect to Incentive Options, no such
discretion may be exercised unless the option agreement permits the payment of
the purchase price in that manner.
(e) Except as provided in paragraphs 10 and 11 below, no option granted to
an employee may be exercised at any time by such employee unless such employee
is then an employee of the Company or a Subsidiary.
8. Incentive Options
(a) With respect to Incentive Options granted, the aggregate Fair Market
Value (determined in accordance with the provisions of paragraph 15 at the time
the Incentive Option is granted) of the Common Stock or any other stock of the
Company or its current or future Subsidiaries with respect to which incentive
stock options, as defined in Section 422 of the Code, are exercisable for the
first time by any employee during any calendar year (under all incentive stock
option plans of the Company and its parent and subsidiary corporation's, as
those terms are defined in Section 424 of the Code) shall not exceed $100,000.
(b) No Incentive Option may be awarded to any employee who immediately
prior to the date of the granting of such Incentive Option owns more than 10% of
the combined voting power of all classes of stock of the Company or any of its
Subsidiaries unless the exercise price under the Incentive Option is at least
110% of the Fair Market Value and the option expires within 5 years from the
date of grant.
(c) In the event of amendments to the Code or applicable
<PAGE>
regulations relating to Incentive Options subsequent to the date hereof, the
Company may amend the provisions of the 1994 Plan, and the Company and the
employees holding options may agree to amend outstanding option agreements, to
conform to such amendments.
9. Non-Transferability of Options
Except as provided by the Board of Directors or Committee, as the case may
be, options granted under the 1994 Plan shall not be transferable otherwise than
by will or the laws of descent and distribution, and options may be exercised
during the lifetime of the optionee only by the optionee. No transfer of an
option by the optionee by will or by the laws of descent and distribution shall
be effective to bind the Company unless the Company shall have been furnished
with written notice thereof and a copy of the will and such other evidence as
the Company may deem necessary to establish the validity of the transfer and the
acceptance by the transferor or transferees of the terms and conditions of such
option.
10. Termination of Employment
In the event that the employment of an employee to whom an option has been
granted under the 1994 Plan shall be terminated (except as set forth in
paragraph 11 below), such option may be, subject to the provisions of the 1994
Plan, exercised (to the extent that the employee was entitled to do so at the
termination of his employment) at any time within three (3) months after such
termination, but not later than the date on which the option terminates;
provided, however, that any option which is held by an employee whose employment
is terminated for cause or voluntarily without the consent of the Company shall,
to the extent not theretofore exercised, automatically terminate as of the date
of termination of employment. As used herein, "cause" shall mean (i) conduct
amounting to fraud, dishonesty, negligence, or engaging in competition or
solicitations in competition with the Company and breaches of any applicable
employment policies, or (ii) be defined as set forth in the employment agreement
between the Company and the optionee. Options granted to employees under the
1994 Plan shall not be affected by any change of duties or position so long as
the holder continues to be a regular employee of the Company or any of its
current or future Subsidiaries. Any option agreement or any rules and
regulations relating to the 1994 Plan may contain such provisions as the Board
of Directors or the Committee, as the case may be, shall approve with reference
to the determination of the date employment terminates and the effect of leaves
of absence. Nothing in the 1994 Plan or in any option granted pursuant to the
1994 Plan shall confer upon any employee any right to continue in the employ of
the Company or any of its Subsidiaries or parent or affiliated companies or
interfere in any way with the right of the Company or any such Subsidiary or
parent or affiliated companies to terminate such employment at any time.
<PAGE>
11. Death or Disability of Employee
If an employee to whom an option has been granted under the 1994 Plan shall
die while employed by the Company or a Subsidiary or within three (3) months
after the termination of such employment (other than termination for cause or
voluntary termination without the consent of the Company), such option may be
exercised, to the extent exercisable by the employee on the date of death, by a
legatee or legatees of the employee under the employee's last will, or by the
employee's personal representative or distributees, at any time within one year
after the date of the employee's death, but not later than the date on which the
option terminates. In the event that the employment of an employee to whom an
option has been granted under the 1994 Plan shall be terminated as the result of
a disability, such option may be exercised, to the extent exercisable by the
employee on the date of such termination, at any time within one year after the
date of such termination, but not later than the date on which the option
terminates.
12. Adjustments Upon Changes in Capitalization, Etc.
The number and class of shares issuable under the 1994 Plan and any
outstanding options shall be adjusted to prevent dilution or enlargement of
rights, including adjustments in the event of changes in the outstanding Common
Stock by reason of stock dividends, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, separations,
reorganizations, liquidations and the like. In the event of any offer to holders
of Common Stock generally relating to the acquisition of their shares, the Board
of Directors or the Committee, as the case may be, may make such adjustment as
it deems equitable in respect of outstanding options and rights, including in
its discretion revision of outstanding options and rights so that they may be
exercisable for the consideration payable in the acquisition transaction. Any
such determination by the Board of Directors or the Committee, as the case may
be, shall be conclusive. Any fractional shares resulting from such adjustments
shall be eliminated.
13. Effective Date
The 1994 Plan shall become effective on April 7, 1994; provided, however,
that any amendment thereto shall become effective in accordance with applicable
law.
14. Termination and Amendment
The Board of Directors of the Company may suspend, terminate, modify or
amend the 1994 Plan in accordance with applicable law. No suspension,
termination, modification or amendment of the 1994 Plan may, without the consent
of the employee to whom an
<PAGE>
option shall theretofore have been granted, effect the rights of such employee
under such option.
15. Miscellaneous
As said term is used in the 1994 Plan, the "Fair Market Value" of a share
of Common Stock on any day means: (a) if the principal market for the Common
Stock is a national securities exchange or the National Association of
Securities Dealers Automated Quotations System ("NASDAQ), the closing sales
price of the Common Stock on such day as reported by such exchange or market
system, or on a consolidated tape reflecting transactions on such exchange or
market system, or (b) if the principal market for the Common Stock is not a
national securities exchange and the Common Stock is not quoted on NASDAQ, the
mean between the highest bid and lowest asked prices for the Common Stock on
such day as reported by the National Quotation Bureau, Inc.; provided that if
clauses (a) and (b) of this paragraph are both inapplicable, or if no trades
have been made or no quotes are available for such day, the Fair Market Value of
the Common Stock shall be determined by the Board of Directors or the Committee,
as the case may be, shall be conclusive as to the Fair Market Value of the
Common Stock.
The Board of Directors or the Committee, as the case may be, may require,
as a condition to the exercise of any options granted under the 1994 Plan, that
to the extent required at the time of exercise, (i) the shares of Common Stock
reserved for purposes of the 1994 Plan shall be duly listed, upon official
notice of issuance, upon stock exchange(s) on which the Common Stock is listed,
(ii) a Registration Statement under the Securities Act of 1933, as amended, with
respect to such shares shall be effective, and/or (iii) the person exercising
such option deliver to the Company such documents, agreements and investment and
other representations as the Board of Directors or the Committee, as the case
may be, shall determine to be in the best interests of the Company.
During the term of the 1994 Plan, the Board of Directors or the Committee,
as the case may be, in its discretion, may offer one or more option holders the
opportunity to surrender any or all unexpired options for cancellation or
replacement. If any options are so surrendered, the Board of Directors or the
Committee, as the case may be, may then grant new Non-Qualified or Incentive
Options to such holders for the same or different numbers of shares at higher or
lower exercise prices than the surrendered options. Such new options may have a
different term and shall be subject to the provisions of the 1994 Plan the same
as any other option.
Anything herein to the contrary notwithstanding, the Board of Directors or
the Committee, as the case may be, may, in their sole discretion, impose more
restrictive conditions on the exercise of an option granted pursuant to the 1994
Plan; however, any and all such conditions shall be specified in the option
<PAGE>
agreement limiting and defining such option.
16. Compliance with SEC Regulations.
It is the Company's intent that the 1994 Plan comply in all respects with
Rule 16b-3 of the Act and any regulations promulgated thereunder. If any
provision of the 1994 Plan is later found not to be in compliance with said
Rule, the provisions shall be deemed null and void. All grants and exercises of
options under the 1994 Plan shall be executed in accordance with the
requirements of Section 16 of the Act, as amended, and any regulations
promulgated thereunder.
<PAGE>
BRIGHTPOINT, INC.
6402 Corporate Drive
Indianapolis, Indiana 46278
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 24, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT J. LAIKIN and J. MARK HOWELL, and
each of them, Proxies, with full power of substitution in each of them, in the
name, place and stead of the undersigned, to vote at the Annual Meeting of
Stockholders of Brightpoint, Inc. (the "Company") on Thursday, April 24, 1997,
at the Bank One Conference Center, Bank One Tower, One East Ohio Street,
Indianapolis, Indiana 46204 or at any adjournment or adjournments thereof,
according to the number of votes that the undersigned would be entitled to vote
if personally present, upon the following matters:
ELECTION OF CLASS III DIRECTORS:
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all
nominees listed below.
T. Scott Housefield, John W. Adams and Steven B. Sands
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)
________________________________________________________________________________
(Continued and to be signed on reverse side)
<PAGE>
1. Approval of Amendment to the Company's Certificate of Incorporation
authorizing an increase in the number of shares of authorized Common Stock.
|_| FOR |_| AGAINST |_| ABSTAIN
2. Approval of Amendment to the Company's 1994 Stock Option Plan.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THOSE NOMINEES AND THE
PROPOSALS LISTED ABOVE.
DATED: _____________________, 1997
Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
___________________________________
Signature
___________________________________
Signature if held jointly
Please mark, sign, date and return this proxy card using the enclosed envelope.
