<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
BRIGHTPOINT,INC.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
BRIGHTPOINT, INC.
6402 Corporate Drive
Indianapolis, Indiana 46278
March 16, 1998
Dear 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 16,
1998, 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 the election as
directors of the nominees listed in the accompanying proxy statement is in the
best interests of the Company and its stockholders, and accordingly, recommends
a vote "FOR" such nominees 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).
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 16, 1998
--------------------
To the Stockholders of BRIGHTPOINT, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting ("Annual Meeting") of
Stockholders of Brightpoint, Inc. will be held on Thursday, April 16, 1998, 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 I directors to hold office until the Annual
Meeting of Stockholders to be held in 2001 and until their respective
successors have been duly elected and qualified; and
2. 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 5, 1998
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 16, 1998
- --------------------------------------------------------------------------------
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 16, 1998
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 16, 1998, 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 16, 1998.
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 5, 1998
(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 51,443,324 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.
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 at least a
majority of the outstanding shares of Common Stock as of the Record Date are
present in person or represented by proxy at the Annual Meeting. 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
<PAGE>
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. 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
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. 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, three (3) Class I directors
will be elected to hold office for a term expiring at the Annual Meeting of
Stockholders to be held in 2001. It is the intention of the Board of Directors
to nominate J. Mark Howell, Stephen H. Simon and Todd H. Stuart as Class I
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, 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.
2
<PAGE>
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:
CLASS I DIRECTORS
(To be elected)
(Term Expires in 2001)
<TABLE>
<CAPTION>
Principal Occupation
Nominee Age or Employment Director Since
------- --- ------------- --------------
<S> <C> <C> <C>
J. Mark Howell.................. 33 President and Chief Operating Officer 1994
of the Company
Stephen H. Simon................ 32 President and Chief Executive 1994
Officer, Melvin Simon & Associates,
Inc.
Todd H. Stuart.................. 32 Vice President and Director of 1997
Transportation of Stuart's Inc.
</TABLE>
The following tables set forth similar information with respect to
incumbent directors in Class II and Class III of the Board of Directors who are
not nominees for election at this Annual Meeting of Stockholders:
CLASS II DIRECTORS
(Term Expires in 1999)
<TABLE>
<CAPTION>
Principal Occupation
Nominee Age or Employment Director Since
------- --- ------------- --------------
<S> <C> <C> <C>
Robert J. Laikin................ 34 Chairman of the Board and Chief 1989
Executive Officer of the Company
Robert F. Wagner................ 63 Partner of Law Firm of Lewis & Wagner 1994
Rollin M. Dick.................. 66 Executive Vice President and Chief 1994
Financial Officer of Conseco, Inc.
</TABLE>
CLASS III DIRECTORS
(Term Expires in 2000)
<TABLE>
<CAPTION>
Principal Occupation
Nominee Age or Employment Director Since
------- --- ------------- --------------
<S> <C> <C> <C>
John W. Adams..................... 49 Vice President of Browning Investments, Inc. 1994
T. Scott Housefield............... 40 Executive Vice President of the Company 1993
Steven B. Sands................... 39 Co-Chairman and Chief Executive Officer of 1994
Sands Brothers & Co., Ltd.
</TABLE>
3
<PAGE>
Set forth below is a description of the backgrounds of each of the
directors and executive officers of the Company:
Robert J. Laikin, a 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 and Chief
Operating Officer of the Company since September 1995. He 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 of the Company since July 1994. From January
1993 to June 1994, Mr. Housefield was Chief Financial Officer of the Company
and, from January 1994 to July 1994, he 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. Mr. Adams is a trustee of
Century Realty Trust, a publicly-held real estate investment trust.
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-held life insurance holding
company. Mr. Dick is also a director of Conseco, Inc. and a director of General
Acceptance Corporation, a publicly-held 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, Command Security Corp., a provider of security guards, and The
Village Green Bookstore, Inc., a bookstore owner and operator, each a
publicly-held company.
Stephen H. Simon has been a director of the Company since April 1994.
Mr. Simon has been President and Chief Executive Officer 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, a publicly-held real estate investment trust. From
November 1991 to December 1993, Mr. Simon was Development Manager of Melvin
Simon & Associates, Inc.
Todd H. Stuart has been a director of the Company since November 1997.
Mr. Stuart has been Vice President, since May 1993, and Director of
Transportation, since May 1985, of Stuart's Inc., a provider of domestic and
international logistics and transportation services. Mr. Stuart is a director of
The National Bank of Indianapolis.
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.
4
<PAGE>
Dana E. Marlin, has been an Executive Vice President of the Company
since August 1997. From August 1996 to August 1997 he was the Managing Director
of the Company's Asia-Pacific division. Mr. Marlin joined Brightpoint in August
1996 as part of the formation of Brightpoint International Ltd. ("BIL"), a joint
venture established by the Company and Technology Resources International
Limited ("TRI"). Prior to joining the Company, Mr. Marlin was a principal of TRI
(whose interest in BIL was acquired by the Company in November 1996) since its
formation in July 1995. From January 1994 to June 1995, Mr. Marlin was Executive
Vice President, Sales at Novatel Communications Ltd., a wireless
telecommunications technology company, and during 1993 he was Vice-President -
Purchasing at CellStar Corporation, a distributor of wireless handsets and
accessories.
Phillip A. Bounsall, age 37, has been Executive Vice President, Chief
Financial Officer and Treasurer of the Company since October 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 37, 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, a publicly-held real
estate investment trust. From February 1988 to December 1993, Mr. Fivel was an
attorney with Melvin Simon & Associates, Inc., a privately-held shopping center
development company.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company with respect to its most recent fiscal year, Steven E.
Fivel made a late filing of a Form 3.
MEETINGS OF DIRECTORS AND COMMITTEES
During the fiscal year ended December 31, 1997, the Board of Directors
held six meetings. In addition, the Board took other action by unanimous written
consent in lieu of a meeting. During 1997, each member of the Board participated
in at least 75% of all Board and applicable committee meetings held during the
period for which he was a director.
The Board of Directors maintains a Compensation Committee which has the
power to establish the compensation policies of the Company and the specific
compensation of the Company's executive officers and to administer the Company's
1994 Stock Option Plan, 1996 Stock Option Plan and Non-Employee Director Stock
Option Plan. The current members of the Compensation Committee are Messrs.
Wagner and Adams. During 1997, the Compensation Committee held five meetings.
The Board of Directors also maintains an Audit Committee which has the
power to recommend to the Board, and monitor the performance of, the firm of
independent public accountants to be selected by the Company and supervise the
audit and financial procedures of the Company. The current members of the Audit
Committee are Messrs. Dick and Simon. During 1997, the Audit Committee held
three meetings.
The Board of Directors has also designated an Executive Committee which
meets periodically, as needed, and is comprised of Messrs. Dick, Howell, Laikin
and Wagner. The Company does not have a Nominating Committee.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
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 five highest paid (not including the Chief Executive
Officer) executive officers of the Company whose total individual compensation
exceeded $100,000 for the Company's fiscal year ended December 31, 1997 (the
"Named Executives"):
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
-------------------------------- ---------------------------
Securities Underlying
Name and Principal Position Year Salary Bonus Options
- ------------------------------------------ ---------- --------------- --------------- ---------------------------
<S> <C> <C> <C> <C>
Robert J. Laikin............................. 1997 $200,000 $700,000 200,000
Chief Executive Officer 1996 180,000 200,000 750,000
1995 120,000 105,000 585,938
J. Mark Howell............................... 1997 200,000 700,000 200,000
President and Chief Operating Officer 1996 150,000 175,000 750,000
1995 90,000 85,000 351,564
Dana E. Marlin............................... 1997 162,700 200,000 400,000
Executive Vice President 1996 62,700(1) 250,000 44,250
1995 -- -- --
T. Scott Housefield.......................... 1997 200,000 700,000 200,000
Executive Vice President 1996 150,000 175,000 750,000
1995 90,000 60,000 117,188
Phillip A. Bounsall.......................... 1997 125,000 300,000 50,000
Executive Vice President, Chief 1996 26,042(2) 125,000(3) 187,750
Financial Officer and Treasurer 1995 -- -- --
Steven E. Fivel.............................. 1997 125,000 325,000(4) 143,750
Executive Vice President, General 1996 -- -- --
Counsel and Secretary 1995 -- -- --
</TABLE>
- ---------------
(1) Mr. Marlin's employment with the Company commenced on August 1, 1996.
(2) Mr. Bounsall's employment with the Company commenced on October 14, 1996.
(3) Includes a signing bonus of $100,000.
(4) Includes a signing bonus of $25,000.
6
<PAGE>
Option Grants in Last Fiscal Year
The following table provides information with respect to individual
stock options granted during fiscal 1997 to each of the Named Executives:
<TABLE>
<CAPTION>
% of Total
Shares Options Potential Realizable Value at
Underlying Granted to Assumed Annual Rates of
Options Employees in Exercise Expiration Stock Price Appreciation for
Name Granted(1) Fiscal Year Price ($/sh) Date Option Term(2)
- ---------------------------- --------------- ------------ ----------- ----------- -----------------------------
5% 10%
-------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Laikin............ 200,000 6.3% $13.00 10/25/02 $718,332 $1,587,326
J. Mark Howell.............. 200,000 6.3% 13.00 10/25/02 718,332 1,587,326
Dana E. Marlin.............. 100,000(3) 3.1% 11.20 01/13/02 309,435 683,771
100,000 3.1% 15.50 08/25/02 428,236 946,291
200,000 6.3% 13.00 10/25/02 718,332 1,587,326
T. Scott Housefield......... 200,000 6.3% 13.00 10/25/02 718,332 1,587,326
Phillip A. Bounsall......... 50,000 1.6% 13.00 10/25/02 179,583 396,832
Steven E. Fivel............. 93,750(3) 2.9% 9.70 01/19/02 251,244 555,183
50,000 1.6% 13.00 10/25/02 179,583 396,832
</TABLE>
- --------------------
(1) All options were granted under the Company's 1994 Stock Option Plan,
except as indicated below, 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.
(3) These options were granted under the Company's 1996 Stock Option Plan.
7
<PAGE>
Aggregated Option Exercises and Fiscal Year-End Option Values
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, 1997 and the value of unexercised stock options held by the Named
Executives as of December 31, 1997:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at December 31, 1997 at December 31, 1997 (1)
Acquired on Value ---------------------------- -------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ---------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Laikin............ 690,104 $5,350,713 302,086 778,124 $2,433,933 $4,781,474
J. Mark Howell.............. -- -- 406,252 778,124 3,479,239 4,781,474
Dana E. Marlin.............. -- -- 44,250 400,000 392,719 442,500
T. Scott Housefield......... 117,188 764,066 250,000 700,000 1,911,250 3,997,500
Phillip A. Bounsall......... -- -- 62,500 175,000 477,813 999,375
Steven E. Fivel............. -- -- -- 143,750 -- 435,156
</TABLE>
- ----------------
(1) 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.
Director Compensation
For the fiscal year ended December 31, 1997, each non-employee director
received cash compensation of $10,000 per annum, $2,500 for each meeting of the
Board of Directors attended, and $1,000 for each meeting of a committee of the
Board of Directors 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 937,500 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, Dick, Sands, Simon and Wagner options to purchase 94,625
shares of Common Stock pursuant to the Director Plan and 10,000 shares of Common
Stock pursuant to the Company's 1996 Stock Option Plan and has granted Mr.
Stuart options to purchase 24,000 shares of Common Stock pursuant to the
Director Plan. During the year ended December 31, 1997, the Company granted
options to purchase 20,000 shares, at an average exercise price of $12.80 per
share (giving effect to all stock splits), to each of Messrs.
Adams, Dick, Sands, Simon, Stuart and Wagner.
8
<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 for successive one-year periods 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. If the
Company provides the employee with notice that it desires to terminate the
agreement, there is a final five-year term commencing on the date of such
notice. 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 times the total compensation (including salary, bonus, the value of
all perquisites and the value of all stock options received or earned by the
employee) received from the Company during the twelve months prior to the date
of termination. For purposes of such agreements, a "change of control" shall be
deemed to occur, unless previously consented to in writing by the respective
employee, upon (i) the actual acquisition, or the execution of an agreement to
acquire, 20% or more of the voting securities of the Company by any person or
entity not affiliated with the respective employee (other than pursuant to a
bona fide underwriting agreement relating to a public distribution of securities
of the Company), (ii) the commencement of a tender or exchange offer for more
than 20% of the voting securities of the Company by any person or entity not
affiliated with the respective employee, (iii) the commencement of a proxy
contest against management for the election of a majority of the Board of
Directors of the Company if the group conducting the proxy contest owns, has or
gains the power to vote at least 20% of the voting securities of the Company,
(iv) a vote by the Board of Directors to merge, consolidate or sell all or
substantially all of the assets of the Company to any person or entity not
affiliated with the respective employee, or (v) the election of directors
constituting a majority of the Board of Directors who have not been nominated or
approved by the respective employee. In addition, the Company has entered into
three-year "evergreen" employment agreements with each of Messrs. Bounsall and
Fivel, which are automatically renewable for successive one-year periods,
provide for an annual base compensation of $150,000 as of January 1, 1998 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 severance pay equal to three 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, 1997, 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.
9
<PAGE>
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
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 1997, 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.
Bonuses for the Company's executive officers are not determined through
the use of specific criteria. Rather, the Committee bases bonuses on the
Company's overall performance, profitability, working capital management and
other qualitative and quantitative measurements. In determining the amount of
bonuses awarded during the fiscal year ended December 31, 1997, the Committee
considered the Company's significantly increased levels of revenues and
profitability for the year ended December 31, 1997 and each executive's
contribution to the growth of the Company. In addition, the Compensation
Committee awarded special bonuses during 1997 to the Company's executive
officers, which were directly related to, and paid from, the gain received by
the Company in 1997 in connection with the sale of an equity investment.
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 1997 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, 1997 were
based on the Company's overall performance, with no component of such
compensation based on any particular measure of performance, except for the
special bonus discussed above.
COMPENSATION COMMITTEE
Robert F. Wagner
John W. Adams
10
<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, 1997,
the cumulative total stockholder return on the Company's Common Stock with the
cumulative total return on the stocks comprising the NASDAQ Market Value Index,
the Media General Financial Services Electronic Equipment Distributors Industry
Group Index and a Peer Group Index. The comparison assumes $100 was invested on
April 7, 1994 in the Company's Common Stock and in each of the foregoing indices
and assumes 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
$60,000,000 to $974,000,000. 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 COMPANY,
INDUSTRY INDEX, PEER GROUP AND NASDAQ MARKET INDEX
1100|------------------------------------------------------------------|
| o |
| |
1000|------------------------------------------------------------------|
| |
| |
900|----------------------------------------------o-------------------|
| |
| |
800|------------------------------------------------------------------|
| |
| |
700|------------------------------------------------------------------|
D | |
O | |
L 600|------------------------------------------------------------------|
L | |
A | |
R 500|------------------------------------------------------------------|
S | |
| |
400|------------------------------------------------------------------|
| |
| |
300|--------------------------------o---------------------------------|
| |
| o |
200|------------------------------------------------------------------|
| # # *# |
| # * ^* ^ |
100|o#^*------------*^--------------^---------------------------------|
| |
| |
0|-|--------------|---------------|-------------|----------------|--|
4/7/94 12/3/94 12/31/95 12/31/96 12/31/97
o Brightpoint, Inc # Old Peer Group
^ NASDAQ Market Index * MG Group Index
<TABLE>
<CAPTION>
4/7/94 12/31/94 12/31/95 12/31/96 12/31/97
------ -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Brightpoint, Inc................ $100 $248.00 $282.50 $892.05 $1,040.11
Peer Group...................... 100 120.33 181.67 166.36 172.62
Industry Index-MG Group......... 100 104.37 112.79 123.86 159.32
NASDAQ Market Index............. 100 102.34 132.74 164.95 201.77
</TABLE>
11
<PAGE>
VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of the Record Date, based on
information obtained from the persons named below, (i) by each person known by
the Company to own beneficially more than five percent of the Company's Common
Stock, (ii) by each of the Named Executives, (iii) by each of the Company's
directors, and (iv) by all executive officers and directors of the Company 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)....................................... 1,026,714 2.0%
J. Mark Howell(4)......................................... 328,130 *
Dana E. Marlin(5)......................................... 750,000 1.5%
T. Scott Housefield(6).................................... -- *
Phillip A. Bounsall(7).................................... -- *
Steven E. Fivel(8)........................................ -- *
Rollin M. Dick (9)........................................ 1,074,999 2.1%
Steven B. Sands(10)....................................... 119,125 *
John W. Adams(11)......................................... 43,750 *
Stephen H. Simon(12)...................................... 25,000 *
Robert F. Wagner(13)...................................... 25,000 *
Todd H. Stuart (14)....................................... -- *
AMVESCAP PLC (15)......................................... 4,079,980 7.9%
The Capital Group Companies, Inc.
Capital Research and Management Company
SMALLCAP World Fund, Inc.(16)............................. 2,732,500 5.3%
All executive officers and directors as a group (twelve
persons)(17).............................................. 3,392,718 6.5%
</TABLE>
- ----------------------
* Less than 1%.
(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 Record Date 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
12
<PAGE>
(but not those held by any other person) and which are exercisable
within 60 days of the Record Date 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) Includes 78,330 shares underlying options which are exercisable within
60 days of the Record Date. Does not include options to purchase
900,000 shares. During October and November 1997, Mr. Laikin sold call
options covering an aggregate of 948,382 of his shares and purchased
put options covering an aggregate of 948,382 of his shares. The call
and put options become exercisable on either November 1, 1999 or May 5,
2000 and expire at the end of the date they first become exercisable.
(4) Represents shares underlying options which are exercisable within 60
days of the Record Date. Does not include options to purchase 900,000
shares.
(5) Does not include options to purchase 500,000 shares. During October
and November 1997, Mr. Marlin sold call options covering an aggregate
of 716,000 of his shares and purchased put options covering an
aggregate of 716,000 of his shares. The call and put options become
exercisable on either October 29, 1999 or April 8, 2000 and expire at
the end of the date they first become exercisable.
(6) Does not include options to purchase 900,000 shares.
(7) Does not include options to purchase 250,000 shares.
(8) Does not include options to purchase 187,500 shares.
(9) Includes: (i) 984,374 shares held in the name of Rollin M. Dick and
Helen E. Dick 1996 Grantor Retained Annuity Trust II, and (ii) 90,625
shares underlying options which are exercisable within 60 days of the
Record Date. Does not include options to purchase 14,000 shares.
(10) Includes: (i) 7,500 shares held by Ponderosa Partners, L.P., of which
Mr. Sands is a controlling stockholder, officer and director of the
corporate general partner, (ii) 20,000 shares held by Katie & Adam
Bridge Partners, L.P., of which Mr. Sands has a 50% equity interest in
the corporate general partner, (iii) 1,000 shares held by Ben Sands and
Steven Sands, as to which Mr. Sands has a 50% beneficial interest, and
(iv) 90,625 shares underlying options which are exercisable within 60
days of the Record Date. Does not include options to purchase 14,000
shares.
(11) Represents shares underlying options which are exercisable within 60
days of the Record Date. Does not include options to purchase 14,000
shares.
(12) Represents shares underlying options which are exercisable within 60
days of the Record Date. Does not include options to purchase 14,000
shares.
(13) Represents shares underlying options which are exercisable within 60
days of the Record Date. Does not include options to purchase 14,000
shares.
(14) Does not include options to purchase 24,000 shares.
13
<PAGE>
(15) Based solely on Form 13-G filed with the Commission by AMVESCAP PLC, a
parent holding company, as part of a group consisting of itself and the
following of its subsidiaries: AVZ, Inc., Aim Management Group Inc.,
AMVESCAP Group Services, Inc., INVESCO, Inc., INVESCO North American
Holding, Inc., INVESCO Funds Group, Inc. and INVESCO Management &
Research, Inc., with respect to the group's shares voting and
dispositive power over the shares. The principal business address for
AMVESCAP PLC is 11 Devonshire Square, London EC2M 4YR, England.
(16) Based solely on Form 13-G jointly filed with the Commission by (i) The
Capital Group Companies, Inc. ("CGC"), the parent holding company of
six investment management companies, including Capital Research and
Management Company ("CRMC"), (ii) CRMC, an investment advisor and
wholly-owned subsidiary of CGC, and (iii) SMALLCAP World Fund, Inc.
("SCWF"), an investment company which is advised by CRMC, pursuant to
which each of CGC and CRMC reported sole dispositive power over the
shares (in the case of CRMC, because such shares are under CRMC's
discretionary investment management and, in the case of CGC, because,
as a parent company of several investment managers, it is deemed the
"beneficial holder" of the aggregate holdings of all of the accounts
managed by its subsidiaries) and SCWF reported sole voting power over
the shares. The principal business address for the filers was listed as
333 South Hope Street, Los Angeles, CA 90071.
(17) Includes an aggregate of 681,460 shares underlying options which are
exercisable within 60 days of the Record Date, including those listed
in notes (3), (4) and (9) through (13), above.
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 until December 31, 1996. For the year ended December 31,
1997, the Company received approximately $679,000 from Century in full payment
of certain accounts receivable outstanding as of December 31, 1996.
In May 1997, in connection with the assignment from Century to the
Company of certain leasehold premises located in Indianapolis which were
previously guaranteed by Mr. Laikin, the third-party landlord under such lease
released Mr. Laikin from his personal guaranty.
The Company utilizes the services of a third party for the purchase of
corporate gifts, promotional items and standard and personalized corporate
stationery. Mrs. Judy Laikin, the mother of Robert J. Laikin, owns this
advertising specialty company. For the year ended December 31, 1997, the Company
purchased approximately $386,386 of services and products from this party. The
Company believes these purchases by the Company were made on terms no less
favorable than could be made from an unrelated party.
INDEPENDENT AUDITORS
The Company has engaged Ernst & Young LLP as its independent auditors
since October 1994. Ernst & Young LLP reported on the financial statements of
the Company for the fiscal year ended December 31, 1997 and it is currently
anticipated that Ernst & Young LLP will be selected by the Board of Directors to
audit and report on the financial statements of the Company for the year ending
December 31, 1998. 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.
14
<PAGE>
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Stockholders who wish to present proposals appropriate for
consideration at the Company's 1998 Annual Meeting of Stockholders to be held in
1999 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, 1998
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.
OTHER INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31,
1997 IS BEING FURNISHED HEREWITH TO EACH STOCKHOLDER OF RECORD AS OF THE CLOSE
OF BUSINESS ON MARCH 5, 1998. 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 16, 1998
15
<PAGE>
BRIGHTPOINT, INC.
6402 Corporate Drive
Indianapolis, Indiana 46278
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 16, 1998
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 16, 1998,
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 I DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below). listed below.
J. Mark Howell, Steven H. Simon and Todd H. Stuart
(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)
1. 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
LISTED ABOVE.
DATED: ___________________________, 1998
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.
