<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>
FRESH AMERICA CORP.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BOARD OF DIRECTORS OF FRESH AMERICA CORP.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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<PAGE> 2
FRESH AMERICA CORP.
6600 LBJ Freeway, Suite 180
Dallas, Texas 75240
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 29, 2000
As a shareholder of Fresh America Corp. (the "Company"), you are hereby
given notice of and invited to attend in person or by proxy the Annual Meeting
of Shareholders of the Company (the "Meeting") to be held at the Crowne Plaza
Suites, 7800 Alpha Road, Dallas, Texas 75240, Thursday, June 29, 2000, at 10:00
a.m. local time, for the following purposes:
1. to elect two Class III directors to serve until the expiration
of their terms and until their successors are elected and
qualified;
2. to ratify the selection of KPMG LLP as the Company's
independent auditors for fiscal year 2000; and
3. to transact such other business as may properly come before
the Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on June 2, 2000
as the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the Meeting and any adjournments thereof.
Only shareholders of record at the close of business on the Record Date are
entitled to notice of and to vote at the meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR
NOT YOU EXPECT TO ATTEND, THE COMPANY DESIRES TO HAVE MAXIMUM REPRESENTATION AT
THE MEETING AND RESPECTFULLY REQUESTS THAT YOU SIGN, DATE, AND MAIL PROMPTLY THE
ENCLOSED PROXY IN THE POSTAGE PAID ENVELOPE PROVIDED. NO ADDITIONAL POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. A PROXY MAY BE REVOKED BY A SHAREHOLDER
AT ANY TIME PRIOR TO ITS USE AS SPECIFIED IN THE ENCLOSED PROXY STATEMENT.
By Order of the Board of Directors
DAVID I. SHEINFELD
Chairman of the Board and Secretary
Dallas, Texas
June 2, 2000
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED.
1
<PAGE> 3
FRESH AMERICA CORP.
6600 LBJ Freeway, Suite 180
Dallas, Texas 75240
---------------------------
PROXY STATEMENT
---------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 29, 2000
---------------------------
This Proxy Statement is furnished in connection with the solicitation
by Fresh America Corp. (the "Company") of proxies to be voted at its Annual
Meeting of Shareholders to be held at 10:00 a.m. on Thursday, June 29, 2000, at
the Crowne Plaza Suites, 7800 Alpha Road, Dallas, Texas 75240 (the "Meeting"),
and at any adjournments thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. This Proxy Statement and the enclosed
Proxy Card were first mailed or given to shareholders on or about June 2, 2000.
Any proxy may be revoked by a shareholder at any time prior to its use
by execution of another proxy bearing a later date, by written notice to the
Secretary of the Company at the address set forth above or by oral or written
statement at the Meeting. Shares represented by any proxy properly executed and
received prior to the Meeting will be voted at the Meeting in accordance with
the proxy or, if the proxy does not specify, in accordance with the
recommendation of the Board of Directors.
Shareholders of record at the close of business on June 2, 2000 (the
"Record Date") are entitled to notice of and to vote at the Meeting. On the
Record Date the Company had 5,243,404 shares of common stock, par value $.01 per
share (the "Common Stock"), outstanding. Each share of Common Stock outstanding
on the Record Date is entitled to one vote on any matter submitted to the
holders of Common Stock for a vote. Shareholders are not entitled to cumulate
their votes in the election of directors.
A quorum for the Meeting requires the presence in person or by proxy of
shareholders entitled to cast a majority of the votes entitled to be cast at the
Meeting. Shares held by shareholders present at the Meeting in person who do not
vote on a particular matter, ballots marked "abstain" with respect to a matter
and "broker nonvotes" that cannot be voted on a matter will be counted as
present at the Meeting for quorum purposes, but will be deemed not to have been
cast and will have no legal effect on the vote with respect to any such matter.
MATTERS TO BE BROUGHT BEFORE THE MEETING
PROPOSAL 1 - ELECTION OF DIRECTORS
There are two Class III directors whose terms expire at the Meeting.
The Board of Directors has proposed Sheldon I. Stein and Thomas M. Hubbard as
nominees for reelection as Class III directors to serve for three year terms and
until their successors are elected and qualified. A plurality of the votes cast
at the Meeting is required to elect each nominee. Shares represented by proxies
will be voted for the election of the foregoing nominees unless authority to do
so is withheld. If, at the time of the Meeting, either nominee should be unable
to serve, the shares represented by a proxy may be voted for a substitute
nominee to be designated by the Board of Directors. For information regarding
each of the nominees, see "Executive Officers and Directors."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE FOR CLASS III
DIRECTOR.
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<PAGE> 4
PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS.
KPMG LLP, independent certified public accountants, served as
independent auditors for the Company for the fiscal year ended December 31, 1999
and has reported on the Company's financial statements. The Board of Directors
has selected KPMG LLP as the Company's independent auditors for fiscal year 2000
and recommends that the shareholders ratify this selection.
A representative of KPMG LLP is expected to be present at the Meeting,
will have an opportunity to make a statement if he desires to do so, and is
expected to be available to respond to appropriate questions. Shareholder
ratification is not required for the selection of KPMG LLP as the Company's
independent auditors for fiscal year 2000, because the Board of Directors has
responsibility for selection of the Company's independent auditors. The
selection is being submitted for ratification with a view toward soliciting the
opinion of shareholders, which opinion will be taken into consideration in
future deliberations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF KPMG
LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
3
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information believed by the
Company to be accurate based on information provided to it concerning the
beneficial ownership of Common Stock by (a) each shareholder who is known by the
Company to own beneficially in excess of 5% of the outstanding Common Stock, (b)
each director, (c) the Company's Chief Executive Officer, (d) each of the
Company's other named executive officers and (e) all executive officers and
directors as a group, as of May 22, 2000.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
BENEFICIAL OWNER COMMON STOCK(1) PERCENT OF CLASS(2)
---------------- ------------------- -------------------
<S> <C> <C>
David I. Sheinfeld(3)(4)............................ 513,697 9.71%
Thomas M. Hubbard(3)(5)............................. 414,432 7.86%
Colon Washburn(3)(6)................................ 45,035 *
Sheldon I. Stein(3)(7).............................. 37,813 *
Lawrence V. Jackson(3)(8)........................... 11,000 *
Gary D. Wiener(9)................................... 10,600 *
John H. Gray(10).................................... 5,000 *
Gruber & McBaine Capital Management(11)............. 734,400 14.01%
DiMare Homestead, Inc.(12).......................... 412,200 7.86%
All directors and executive officers
as a group (7 persons)(13)..................... 1,207,180 22.28%
</TABLE>
------------------
* less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Except as indicated in the
footnotes to this table and subject to community property laws, where
applicable, each of the shareholders named in this table has sole
voting and investment power with respect to the shares shown as
beneficially owned, unless otherwise indicated.
(2) Percentages are based on the total number of shares outstanding at May
22, 2000, plus the total number of outstanding options held by each
such person that are exercisable within 60 days of such date and
securities exchangeable into Common Stock within 60 days of such date.
Shares issuable upon exercise of outstanding options or through the
conversion of securities exchangeable into Common Stock, however, are
not deemed outstanding for purposes of computing the percentage
ownership of any other person.
(3) Director of the Company.
(4) Consists of 338,037 shares held of record by David I. Sheinfeld, as
trustee of the Sheinfeld Family Trust, 120,100 shares held of record by
the Sheinfeld Family Partnership, 10,023 shares held of record by Mr.
Sheinfeld and 45,537 shares subject to options issued to Mr. Sheinfeld
under the Company's stock option plans that are exercisable within 60
days. Mr. Sheinfeld's address is c/o Fresh America Corp. at 6600 LBJ
Freeway, Suite 180, Dallas, Texas 75240.
(5) Includes 30,000 shares subject to options issued to Mr. Hubbard under
the Company's stock option plans that are exercisable within 60 days.
Mr. Hubbard's address is 740 Airport Blvd., Salinas, California 93912.
(6) Includes 35,753 shares subject to options issued to Mr. Washburn under
the Company's stock option plans that are exercisable within 60 days.
4
<PAGE> 6
(7) Includes 37,813 shares subject to options issued to Mr. Stein under the
Company's stock option plans that are exercisable within 60 days.
(8) Includes 10,000 shares subject to options issued to Mr. Jackson under
the Company's stock option plans that are exercisable within 60 days.
(9) Includes 10,500 shares subject to options issued to Mr. Wiener under
the Company's stock option plans that are exercisable within 60 days.
(10) Includes 5,000 shares subject to options issued to Mr. Gray under the
Company's stock option plans that are exercisable within 60 days.
(11) Based on information provided by Gruber & McBaine Capital Management,
LLC ("GMCM"), Jon D. Gruber ("Gruber"), J. Patterson McBaine
("McBaine"), and Thomas O. Lloyd-Butler ("Lloyd-Butler"). This group
reported that it had total ownership of 734,400 shares, and that the
voting and dispositive power among such group's members is as follows:
<TABLE>
<CAPTION>
VOTING AND DISPOSITIVE POWER
----------------------------
NAME SOLE SHARED
---- ---- -------
<S> <C> <C>
GMCM...................................... --- 608,000
Gruber.................................... 79,000 608,000
McBaine................................... 47,400 608,000
Lloyd-Butler.............................. --- 608,000
</TABLE>
(12) Based on information set forth in Schedule 13D, dated April 7, 2000,
filed with the Securities and Exchange Commission by DiMare Homestead,
Inc. ("DiMare"). DiMare has sole voting power with regards to the
412,200 shares.
(13) Includes 164,603 shares subject to options issued to certain directors
and executive officers of the Company that are exercisable within 60
days.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company entered into a six-month consulting agreement with Mr.
Thomas Hubbard effective October 1, 1999. The agreement paid Mr. Hubbard $8,000
per month. The agreement calls for Mr. Hubbard to provide managerial oversight
of King's Onion House, a wholly owned subsidiary of Fresh America. The agreement
was extended for an additional twelve-month period beginning April 1, 2000.
In December 1999, the Company made an unsecured loan in the principal
amount of $175,000 to Mr. Sheinfeld. At such time, the Company also extended an
existing $125,000 unsecured loan made to Mr. Sheinfeld in December 1994. The
$125,000 loan was to have been forgiven under the FreshPoint Merger Agreement if
it had been completed. The extended note and the new note both bear interest at
the Bank of America, N.A. prime rate and are due and payable in December 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's executive officers and directors and persons who
own more than ten percent (10%) of a registered class of the Company's equity
securities (collectively, the "Reporting Persons") to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and to
furnish the Company with copies of these reports. The Company believes that all
filings required to be made by the Reporting Persons during the fiscal year
ended December 31, 1999 were made on a timely basis.
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<PAGE> 7
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information concerning the
executive officers and directors of the Company as of May 22, 2000.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
David I. Sheinfeld 45 Chairman of the Board and President
Colon Washburn 54 Chief Executive Officer and Director
John H. Gray 50 Executive Vice President and Chief Financial Officer
Gary D. Wiener 48 Executive Vice President and Chief Operating Officer
Thomas M. Hubbard 57 Director
Sheldon I. Stein 46 Director
Lawrence V. Jackson 46 Director
</TABLE>
David I. Sheinfeld. Mr. Sheinfeld joined the Company in June 1990 and
joined its Board of Directors in March 1991. In 1992, Mr. Sheinfeld became
Chairman of the Board and Chief Executive Officer ("CEO") of the Company. In
October 1999, Mr. Sheinfeld relinquished the CEO position to Mr. Washburn and
was appointed President in March 2000. From 1980 to 1990, Mr. Sheinfeld was a
practicing attorney and involved in real estate development. Mr. Sheinfeld
sought Title 11 bankruptcy protection in February 2000 as a precautionary
measure because of an individual's alleged claims, arising from a real estate
transaction occurring prior to Mr. Sheinfeld's association with the Company. The
validity and enforceability of such allegations are presently being contested.
Colon Washburn. In October 1999, Mr. Washburn was appointed CEO of the
Company. Mr. Washburn has been a director of the Company since July 1993. From
1971 until January 1993, Mr. Washburn was employed by Wal-Mart Stores, Inc.
("Wal-Mart"), where he served most recently as Executive Vice President of Sam's
Wholesale Club, a division of Wal-Mart, and also as Senior Vice President of
Wal-Mart. Since February 1993, Mr. Washburn has been President of Beau Chene
Farms, a real estate development company. Additionally, Mr. Washburn serves as a
director of Tandycrafts, Inc.
John H. Gray. Mr. Gray joined the Company in September 1998 as
Executive Vice President and Chief Financial Officer. From 1981 until September
1998, Mr. Gray was employed by Club Corporation International ("CCI"), a
privately held company, where he served most recently as Chief Accounting
Officer and Chief Administrative Officer. Mr. Gray also served on CCI's Board of
Directors. Prior to joining CCI, Mr. Gray was the Controller/Treasurer for
USLife Title Insurance Company and Supervising Senior Accountant with KPMG LLP.
Gary D. Wiener. Mr. Wiener joined the Company in 1993. In March 2000,
Mr. Wiener was appointed Executive Vice President and Chief Operating Officer.
From 1996 to 1999, Mr. Wiener served as the Corporate Vice President of
Operations. Mr. Wiener served the Company in many capacities between 1993 and
1995 including Regional Director of Operations.
Thomas M. Hubbard. Mr. Hubbard, a founder of the Company, has been a
director since 1989 and served as the Company's President until April 1992. Mr.
Hubbard has worked in the produce industry for more than 30 years and is an
active investor in a number of produce companies.
Sheldon I. Stein. Mr. Stein has been a director of the Company since
December 1992. Mr. Stein is a Senior Managing Director of Bear, Stearns & Co.
Inc. and heads the firm's southwestern investment banking operations. Mr. Stein
serves as a director of five other companies with publicly traded securities,
namely The Mens Wearhouse, Tandycrafts, Inc., Home Interiors & Gifts, Inc. and
Precept Business Services, Inc.
6
<PAGE> 8
Lawrence V. Jackson. Mr. Jackson has been a director of the Company
since September 1997. Mr. Jackson is a Senior Vice President with Safeway, Inc.
Prior to joining Safeway, Mr. Jackson was a Senior Vice President with PepsiCo,
Inc. During Mr. Jackson's 17 years with PepsiCo, he held a number of positions
with the beverage and food service sectors, including that of Senior Vice
President of Worldwide Operations.
BOARD OF DIRECTORS AND MEETINGS
The Board of Directors is divided into three classes serving staggered
three-year terms. Directors for each class will be elected at the annual meeting
of shareholders held in the year in which the term for such class expires and
will serve for three years. The terms of Sheldon I. Stein and Thomas M. Hubbard
will expire at the Meeting and, if reelected, at the 2003 annual meeting; and
the terms of David I. Sheinfeld and Colon Washburn will expire at the 2001
annual meeting; and the term of Lawrence V. Jackson will expire at the 2002
annual meeting.
The business of the Company is managed under the direction of the Board
of Directors. The Board meets during the Company's fiscal year to review
significant developments affecting the Company and to act on matters requiring
Board approval. The Board of Directors held 9 meetings during the fiscal year
ended December 31, 1999 and each director attended each meeting. The Board also
acted by unanimous written consent on 7 occasions.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established Audit, Compensation and Plan
Administration Committees, which devote attention to specific subjects and
assist the Board of Directors in the discharge of its responsibilities. The
functions of each committee and its current members are described below.
Audit Committee. The Audit Committee consists of two members appointed
by the Board of Directors. The Audit Committee recommends to the Board of
Directors the appointment of a firm of independent certified public accountants
to conduct audits of the books, records and accounts of the Company and monitors
the performance, findings and reports of, and approves the fee arrangement with
the independent certified public accountants. The Audit Committee also reviews
accounting objectives and procedures of the Company and makes reports and
recommendations to the Board of Directors as it deems appropriate. During the
1999 fiscal year, the Audit Committee consisted of Messrs. Stein and Washburn;
however, it currently consists of Messrs. Stein and Jackson, neither of whom is
an officer or employee of the Company. The Audit Committee did not meet during
the 1999 fiscal year.
Compensation Committee. The Compensation Committee consists of two
members of the Board of Directors. The Compensation Committee determines the
compensation of the Chief Executive Officer and, with the assistance of
management, of senior executive employees of the Company (including salary,
bonus, equity participation through grants of stock options, and benefits).
During the 1999 fiscal year, the Compensation Committee consisted of Messrs.
Stein and Washburn; however, it currently consists of Messrs. Stein and Jackson,
neither of whom is an officer or employee of the Company. The Compensation
Committee did not meet during the 1999 fiscal year.
Plan Administration Committee. During the 1999 fiscal year, the Plan
Administration Committee consisted of two members, Messrs. Washburn and Stein;
however, it currently consists or Messrs. Stein and Jackson, neither of whom is
an officer or employee of the Company. The Plan Administration Committee
administers the 1993 Plan and the 1996 Plan (collectively, the "Stock Option
Plans"). In general, the Plan Administration Committee construes, interprets and
administers the Stock Option Plans and the provisions of the options granted
thereunder, prescribes and amends rules for the operation of such stock option
plans and makes all other determinations necessary or advisable for
implementation and administration of the Stock Option Plans. The Plan
Administration Committee has full and final authority to select the key
employees to whom awards are granted, the number of shares of Common Stock
subject
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<PAGE> 9
to awards and the terms of awards, including the exercise price and vesting
period of options. During the 1999 fiscal year, the Plan Administration
Committee did not hold any formal meetings.
COMPENSATION OF DIRECTORS
The Company's non-employee directors receive cash compensation of
$10,000 per year for serving on the Board of Directors and are reimbursed for
expenses reasonably incurred in connection with their services as directors.
Each director who is not an officer or employee of the Company is
eligible to receive stock options and awards under the 1993 Plan, and each
director is eligible to receive stock options and awards under the 1996 Plan.
Members of the Plan Administration Committee may receive stock options or awards
under the 1993 Plan only pursuant to the automatic grant provisions of such
plan. Pursuant to the Company's Stock Option Plans, options to purchase 5,000
shares are automatically granted annually to each director who is not an officer
or employee of the Company. Such automatic option grants are exercisable at fair
market value on the date of grant. Pursuant to these provisions, on November 9,
1999, each of Messrs. Hubbard, Stein, Washburn and Jackson received options to
purchase 5,000 shares of Common Stock at $4.50 per share.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding
compensation paid during each of the last three fiscal years to the Company's
Chief Executive Officer and each of the Company's other executive officers (the
"named executive officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -----------------
NAME AND --------------------------------- SHARES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OTHER OPTIONS COMPENSATION(1)
------------------------------- ------ -------- --------- ---------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
David I. Sheinfeld............. 1999 $302,874 $ -- $ -- -- $ 4,800
Chairman of the Board and 1998 298,819 50,000 -- 20,000 4,800
President 1997 250,230 90,000 -- -- 4,750
Colon Washburn(4).............. 1999 $ 56,308 $ -- $ 4,940 5,000 $ --
Chief Executive Officer 1998 -- -- -- -- --
1997 -- -- -- -- --
John H. Gray................... 1999 $165,000 $ -- $ -- -- $ 1,333
Executive Vice President and 1998 33,635 5,000 -- -- --
Chief Financial Officer 1997 -- -- -- -- --
Gary D. Wiener................. 1999 $113,473 $ -- $ -- -- $ 1,777
Executive Vice President and 1998 112,936 5,000 -- -- 1,949
Chief Operating Officer 1997 96,923 17,000 -- -- 1,731
Steven R. Grinstead(3)......... 1999 $126,923 $ -- $ 237,491(2) -- $ 4,800
Former President and Chief 1998 194,327 25,000 -- 12,500 4,800
Operating Officer 1997 175,000 45,000 -- -- 4,750
Ed Sabin(5).................... 1999 $119,231 $ -- $ 200,000(2) -- $ 4,800
Former Executive Vice 1998 188,077 5,000 -- -- 3,000
President 1997 107,692 45,000 -- 7,500 --
</TABLE>
---------------
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<PAGE> 10
(1) These amounts consist of contributions by the Company to a 401(k) plan
on behalf of the named executive.
(2) This amount relates to severance compensation provided upon termination
from the Company.
(3) Effective August 1999, Mr. Grinstead resigned as President and Chief
Operating Officer (COO). In March 2000, Mr. Sheinfeld assumed the role
of President and Mr. Wiener assumed the role of COO.
(4) Effective October 1999, Mr. Washburn was appointed CEO of the Company.
Mr. Washburn's annual base compensation is $240,000.
(5) Effective July 1999, Mr. Sabin resigned his position as an Executive
Vice President of the Company.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options
to purchase Common Stock by the named executive officers during the 1999 fiscal
year under the 1996 Fresh America Corp. Stock Option and Award Plan as amended
and restated effective May 22, 1998.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATE OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM(a)
OPTIONS EMPLOYEES EXERCISE EXPIRATION --------------------------
NAME GRANTED IN 1999 PRICE DATE 5% 10%
---------------------- ---------- ------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Colon Washburn 5,000 100% $ 4.50 11/8/2009 $ 14,150 $ 35,850
</TABLE>
------------------
(a) The "Potential Realizable Value" portion of the table illustrates value
that might be realized upon the exercise of the options immediately prior
to the expiration of their term, assuming the specified compounded rates
of appreciation of the Common Stock over the term of the options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
There were no options exercised by the named executive officers during
the 1999 fiscal year
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the 1999 fiscal year, the Compensation Committee of the Board of
Directors consisted of Messrs. Stein and Washburn; however, it currently
consists of Messrs. Stein and Jackson. No Compensation Committee interlocks
existed fiscal year 1999. Mr. Washburn became the Company's CEO in October 1999,
but no insiders participated in Compensation Committee decisions in fiscal 1999.
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<PAGE> 11
COMPENSATION COMMITTEE'S REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee was formed in April 1994 in anticipation of
the Company's initial public offering. Prior to the establishment of the
Compensation Committee, the entire Board of Directors was responsible for
determining executive compensation. Since its formation, the Compensation
Committee has been responsible for recommending bonuses and any increase in base
salaries for the Company's executive officers.
The Compensation Committee believes that, in order for the Company to
succeed, it must be able to attract and retain qualified executive officers. In
determining the type and amount of executive officer compensation, the
objectives of the Compensation Committee are to provide levels of base
compensation, bonuses and long-term incentives (in the form of stock options or
other plans) that will attract and retain talented executive officers and align
their interests with the success of the Company. The Company's executive officer
compensation program currently is comprised of base salary, bonus plan,
long-term incentive compensation (in the form of stock options) and various
benefits generally available to employees of the Company (such as health and
disability insurance). Under the supervision of the Compensation Committee and
the Board of Directors, the Company has developed and implemented compensation
policies, plans and programs that seek to enhance the profitability of the
Company and increase shareholder value.
Base Salaries
The Company's policy is to maintain base salaries competitive with
salaries paid to similarly situated executive officers of companies of similar
size in comparable industries. Although neither the Board of Directors nor the
Compensation Committee has conducted a formal review of base salaries paid to
similarly situated executive officers, the Company believes that the base
salaries payable to its executive officers are comparable to those paid by
similar companies located in the Company's geographical area and engaged in
industries comparable to the Company's. The Compensation Committee anticipates
that adjustments to base compensation will generally be made based upon assigned
responsibility and performance and successful attainment of specific goals and
objectives of the Company and individual employees.
Bonuses
Year-end cash bonuses are designed to motivate the Company's executive
officers to achieve specific annual financial goals and to achieve favorable
returns for the Company's shareholders. At the end of each fiscal year, the
Compensation Committee will assess each executive's contributions to the Company
as well as the degree to which specific annual financial, strategic, and
operating objectives were met by the Company.
Long-Term Incentives
Stock option grants under the Company's stock option plans form the
basis of the Company's long-term incentive compensation for executive officers
and employees. The specific objective of the Company's stock option plans is to
align the long-term interests of the Company's executive officers and employees
with those of shareholders by creating a strong link between executive pay and
shareholder returns. The Company encourages its executive officers and employees
to develop and maintain a significant, long-term stock ownership position in the
Company's Common Stock. Stock options are awarded to executive officers and
employees in order to encourage future management actions aimed at improving the
Company's sales efforts, product quality and profitability. The Company believes
that success in these endeavors will increase the value of the Company's Common
Stock for shareholders. Recipients of options will have the opportunity to share
in the increased value that results from their efforts. The Plan Administration
Committee makes specific awards of options based on an individual's ability to
impact Company-wide performance and in light of the total compensation
appropriate for the individual's position. The Compensation Committee and the
Plan Administration Committee may also consider other bonus or long-term
incentives at their discretion.
10
<PAGE> 12
Chief Executive Officer Compensation
In approving Mr. Washburn's compensation, the Board of Directors
evaluated and compared Mr. Washburn's duties, responsibilities and performance
results, and the overall results of the Company, to industry norms to determine
the minimum level of base compensation required. The compensation committee did
not recommend a cash bonus for fiscal 1999.
This Report is submitted by the members of the Compensation Committee
of the Board of Directors.
Sheldon I. Stein
Lawrence V. Jackson
This Report will not be deemed to be incorporated by reference in any
filing by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, except to the extent that the Company
specifically incorporates this Report by reference.
CORPORATE PERFORMANCE GRAPH
The following graph compares the cumulative total return of the
Company's Common Stock during the 5 year period ending December 31, 1999, with
the Nasdaq Market Index and an index of companies within the Standard Industrial
Code for Groceries and Related Products (the "Peer Index").
The graph depicts the results of investing $100 in the Company's Common
Stock, the Nasdaq Market Index and the Peer Index at closing prices on December
31, 1999. The graph assumes that all dividends were reinvested.
[GRAPH]
<TABLE>
<CAPTION>
12/30/94 1/5/96 1/3/97 1/2/98 12/31/98 12/31/99
-------- ------ ------ ------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
Fresh America Corp. 100.00 136.13 223.53 269.75 225.21 65.55
-------- ------ ------ ------ -------- --------
SIC Code Index 100.00 129.80 132.03 176.35 198.85 222.73
-------- ------ ------ ------ -------- --------
Nasdaq Market Index 100.00 129.71 161.18 197.16 278.08 490.46
-------- ------ ------ ------ -------- --------
</TABLE>
11
<PAGE> 13
The stock price performance depicted in the Corporate Performance Graph
is not necessarily indicative of future price performance. The Corporate
Performance Graph will not be deemed to be incorporated by reference in any
filing by the Company under the Securities Act or the Exchange Act.
SHAREHOLDER PROPOSALS
A proper proposal submitted by a shareholder in accordance with
applicable rules and regulations for presentation at the Company's next annual
meeting that is received at the Company's principal executive office, 6600 LBJ
Freeway, Suite 180, Dallas, Texas 75240, Attention: Investor Relations, by
January 29, 2001, will be included in the Company's proxy statement and form of
proxy for that meeting.
Shareholders wanting to present proposals for action at the next annual
meeting of shareholders must give written notice, in accordance with Article II,
Section 4 of the Company's Restated Bylaws, to the Secretary of the Company at
the address set forth on the cover page of this Proxy Statement not less than 60
days nor more than 90 days prior to the anniversary date of the immediately
preceding annual meeting; provided however, in the event that the annual meeting
is called for a date that is not within 30 days before or after such anniversary
date, notice must be received not later than the tenth day following the day on
which notice of the annual meeting was mailed or publicly disclosed, whichever
first occurs. The chairman presiding at any meeting of the shareholders may, in
his sole discretion, refuse to allow a shareholder or the shareholder's
representative to present any proposal which the Company would not be required
to include in a proxy statement pursuant to any rule promulgated by the
Securities and Exchange Commission.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of the Board of Directors of
the Company. The cost of soliciting proxies in the accompanying form will be
paid by the Company. Officers of the Company may solicit proxies by mail,
telephone or telegraph. Upon request, the Company will reimburse brokers,
dealers, banks and trustees, or their nominees, for reasonable expenses incurred
by them in forwarding proxy material to beneficial owners of shares of the
Common Stock.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the meeting other than the matters set forth herein. Should any other
matter requiring a vote of shareholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by
such proxies discretionary authority to vote the same in accordance with their
best judgment in the interest of the Company.
12
<PAGE> 14
FINANCIAL STATEMENTS
A copy of the Company's 1999 Annual Report containing audited financial
statements accompanies this Proxy Statement. The Annual Report does not
constitute a part of the proxy solicitation material.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON TO WHOM A COPY
OF THIS PROXY STATEMENT IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH
PERSON AND BY FIRST CLASS MAIL OR OTHER EQUALLY PROMPT MEANS WITHIN ONE BUSINESS
DAY OF RECEIPT OF SUCH REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K. REQUESTS SHOULD BE DIRECTED TO INVESTOR RELATIONS, FRESH AMERICA CORP.,
6600 LBJ FREEWAY, SUITE 180, DALLAS, TEXAS 75240.
By Order of the Board of Directors,
DAVID I. SHEINFELD
Chairman of the Board and President
June 2, 2000
13
<PAGE> 15
FRESH AMERICA CORP.
BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING
OF SHAREHOLDERS AT 10:00 A.M. THURSDAY, JUNE 29, 2000
The undersigned shareholder of Fresh America Corp. (the "Company") hereby
appoints David I. Sheinfeld and Colon Washburn or either or them, as proxies,
each with full powers of substitution, to vote the shares of the undersigned at
the above-stated Annual Meeting and at any adjournment(s) thereof:
(1) Election of Sheldon I. Stein and Thomas M. Hubbard as Class III Directors.
[ ] FOR all nominees
(except as provided to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominees,
write that nominee's name here):
-------------------------------------------------------------------------
(2) Ratification of the selection of KPMG LLP as the Company's independent
auditors for the fiscal year 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) In their discretion, the proxies are authorized to vote upon such other
business or matters as may properly come before the meeting or any
adjournment thereof.
[ ] WITHHOLD AUTHORITY to vote for all nominees
<PAGE> 16
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE. IF A CHOICE IS NOT
INDICATED WITH RESPECT TO ITEMS (1), (2) AND (3) THIS PROXY WILL BE VOTED "FOR"
SUCH ITEM. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER
REFERRED TO IN ITEM (3). THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS
EXERCISED.
Receipt herewith of the Company's Annual Report and Notice of Meeting and
Proxy Statement, dated June 2, 2000 hereby acknowledged.
Dated:
--------------------------------------------------------------------------, 2000
----------------------------------
----------------------------------
Signature(s) of Stockholder(s)
(Joint owners must EACH sign.
Please sign EXACTLY as your
name(s) appear(s) on this card.
When signing as attorney, trustee,
executor, administrator, guardian
or corporate officer, please give
your FULL title.)
