SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Proxy Statement Pursuant To Section 14(a)
Of The Securities Exchange Act Of 1934
|X| Filed by the Registrant
|_| Filed by a Party other than the Registrant
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
MARKER INTERNATIONAL
----------------------------------------------------------------------
(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):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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>
MARKER INTERNATIONAL
1070 West 2300 South
Salt Lake City, Utah 84119
(801) 972-2100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held September 17, 1997
To the Shareholders of Marker International:
You are cordially invited to attend the Annual Meeting of Shareholders of
Marker International (the "Company") to be held on Wednesday, September 17, 1997
at 10:00 a.m. Mountain Daylight Savings Time at the Little America Hotel, 500
South Main Street, Salt Lake City, Utah, for the following purposes, all of
which are more fully set forth in the accompanying proxy statement:
1. To elect six (6) Directors of the Company to serve until the next
Annual Meeting of Shareholders and until their successors have been duly elected
and qualified.
2. To ratify the appointment of Arthur Andersen & Co. LLP as the
independent auditors of the Company for the fiscal year ending March 31, 1998.
3. To transact such other business as may properly come before the Company
or any adjournment thereof.
Shareholders of record at the close of business on July 31, 1997 are
entitled to notice of and will be able to vote at the meeting or any
postponements or adjournments thereof.
By Order of the Board of Directors
/s/Brad L. Stewart
Brad L. Stewart
Executive Vice President,
Chief Operating Officer and
Corporate Secretary
Salt Lake City, Utah
July 31, 1997
IMPORTANT
Whether or not you intend to be present at the meeting, please date, sign and
promptly return the enclosed proxy card in the enclosed postage-paid,
addressed envelope.
<PAGE>
MARKER INTERNATIONAL
1070 West 2300 South
Salt Lake City, Utah 84119
--------------------
PROXY STATEMENT
--------------------
Annual Meeting of Shareholders
September 17, 1997
SOLICITATION OF PROXIES
This proxy statement is being furnished to the shareholders of Marker
International (the "Company" or "Marker"), a Utah Corporation, in connection
with the solicitation by the Board of Directors of the Company of proxies from
holders of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), for use at the Annual Meeting of Shareholders of the Company to be held
on Wednesday, September 17, 1997, and at any adjournment or postponement thereof
(the "Annual Meeting"). This proxy statement, the Notice of Annual Meeting of
Shareholders and the accompanying form of proxy are first being mailed to
shareholders of the Company on or about August 15, 1997.
The Company will bear all costs and expenses relating to the solicitation
of proxies, including the costs of preparing, printing and mailing to
shareholders this Proxy Statement and accompanying material. In addition to the
solicitation of proxies by mail, the directors, officers and employees of the
Company, without receiving additional compensation therefor, may solicit proxies
personally.
VOTING
The Board of Directors has fixed the close of business on July 31, 1997 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting (the "Record Date"). As of the Record Date, there
were 11,129,127 shares of Common Stock issued and outstanding. The holders of
Common Stock on the Record Date are entitled to cast one vote per share on each
matter submitted to a vote at the Annual Meeting. Voting is not cumulative.
Shares of Common Stock which are entitled to be voted at the Annual
Meeting and which are represented by properly executed proxies will be voted in
accordance with the instructions indicated on such proxies. If no instructions
are indicated, such shares will be voted FOR the election of each of the six
director nominees; FOR the ratification of the appointment by the Board of
Directors of Arthur Andersen & Co. LLP to be the independent auditor of the
Company for the fiscal year ending March 31, 1998; and in the discretion of the
proxy holders as to any other matters which may properly come before the Annual
Meeting. A shareholder who has executed and returned a proxy may revoke it at
any time prior to its exercise at the Annual Meeting by executing and returning
a proxy bearing a later date, by filing with the Secretary of the Company, at
the address set forth above, a written notice of revocation bearing a later date
than the proxy being revoked, or by voting the Common Stock covered thereby in
person at the Annual Meeting.
1
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
A majority of the outstanding shares of Common Stock entitled to vote,
represented in person or by a properly executed proxy, is required for a quorum.
Abstentions will be counted as "represented" for the purpose of determining the
presence or absence of a quorum. Broker non-votes will not be treated as
"represented" for quorum purposes. Under Utah corporate law, once a quorum is
established, shareholder approval with respect to a particular proposal is
generally obtained when the votes cast in favor of the proposal exceed those
cast against the proposal. Accordingly, abstentions and broker non-votes will
not have the effect of being considered as votes cast against any matter
considered at the Annual Meeting.
VOTING SECURITIES AND THE PRINCIPAL HOLDERS THEREOF
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of July 31, 1997 by (i)
each person known by the Company to be the beneficial owner of five percent or
more of the Company's Common Stock, (ii) each of the Company's Directors, (iii)
each of the executive officers named in the "Summary Compensation Table" set
forth herein and (iv) all directors and executive officers as a group.
Name and Address of Number of Percentage of
Beneficial Owner Shares(1) Class (2)
- --------------------------------- --------- -------------
Chancellor LGT Asset Management, Inc.
1166 Avenue of the Americas, New York, NY 10036 1,033,200 9.3%
Neuberger & Berman, LLC
605 Third Avenue, New York, NY 10158 756,450 6.8%
Directors and Executive Officers
Henry E. Tauber
1070 West 2300 South, Salt Lake City, UT 84119 4,326,055 38.9%
Graham S. Anderson 65,286 *
Eiichi Isomura 142,857 1.3%
John G. McMillian 179,640 1.6%
Vinton H. Sommerville 54,286 *
Lucio Roffi - -
Wilhelm Fahrngruber 50,200 *
Premek Stepanek 25,000 *
All directors and officers as a group
(14 persons) (3) 4,998,469 44.1%
* Denotes less than 1% of outstanding shares
(1) Shares shown include shares of Common Stock which could be acquired within
60 days of July 31, 1997, by the exercise of outstanding stock options.
(2) For the purpose of computing the percentage of the shares of Common Stock
owned by each person or group listed in this table, any shares not
outstanding which are subject to options exercisable within 60 days after
July 31, 1997, have been deemed to be outstanding and owned by such person
or group, but have not been deemed to be outstanding for the purpose of
computing the percentage of the shares of Common Stock owned by any other
person.
(3) Shares held by officers and directors as a group include 202,500 stock
options which are currently exercisable.
2
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
PROPOSAL ONE: ELECTION OF DIRECTORS
At the Annual Meeting, six (6) directors of the Company are to be elected
to serve until the next Annual Meeting of Shareholders and until their
successors shall be duly elected and qualified. Each of the nominees for
director identified below is currently a director of the Company. If any of the
nominees should be unable to serve, which is not now anticipated, the proxies
solicited hereby will be voted for such other persons as shall be designated by
the present Board of Directors. The six (6) nominees receiving the highest
number of votes at the Annual Meeting will be elected. The Company's full Board
of Directors consists of seven members. Consequently, there will remain one
vacancy on the Board upon election of directors at the Annual Meeting.
Nominees for Election as Directors
Certain information with respect to each nominee is set forth below.
Henry E. Tauber, 56, President, Chief Executive Officer and Chairman of
the Board of Marker International, has served in these capacities since 1984.
Since 1981, Mr. Tauber has served as the President of Marker International and
since 1980 as the President of Marker USA. From 1974 to 1979, Mr. Tauber was the
Alpine Director of the Men's and Women's United States Ski Teams. From 1970 to
1972, Mr. Tauber served as Head Women's Coach of the United States Ski Team and
from 1967 to 1969 as Assistant Alpine Coach of the United States Ski Team.
Currently, Mr. Tauber is also a Vice President and Council Member of the
International Ski Federation, the governing body for international ski racing.
Since 1995, Mr. Tauber has also served as a director of Powdr Corp., a holding
company which owns the Park City Ski Area in Utah and Alpine Meadows in
California, among other ski areas. Mr. Tauber received a B.A. from Middlebury
College, Vermont and an M.A. from the University of Colorado, Boulder.
Graham S. Anderson, 64, has served as a director of Marker International
since 1985. From 1987 until 1994, Mr. Anderson served as the Chairman and Chief
Executive Officer of Pettit-Morry Co., a regional insurance broker, and for more
than five years prior thereto, Mr. Anderson served as President and Chief
Executive Officer of Pettit-Morry Co. Mr. Anderson served as President of the
United States Ski Association from 1980 to 1982 and was a member of the United
States Olympic Games Ski Committee from 1964 to 1986. Mr. Anderson also serves
as a director and Chairman of the Executive Committee of the Commerce Bank
Corporation, and as a director of Gray's Harbor Paper Company and of Acordia
Northwest, Inc., the successor corporation to Pettit-Morry Co. In addition, Mr.
Anderson is immediate past Chairman of the National Association of Insurance
Brokers and of Alberg Holding Co. Mr. Anderson received a B.A. from the
University of Washington.
Eiichi Isomura, 60, Chairman of Marker Japan, Executive Vice President and
a director of Marker International, has served in these capacities since 1981
and 1990, respectively. Mr. Isomura is also the President of Isomura Sangyo
Kaisha Ltd., a diversified holding company that engages in the construction of
water treatment facilities, real estate development and other ownership
activities. Mr. Isomura is a director of Isomura Seisakusho KK., a manufacturer
and distributor of snow making and ski equipment. Mr. Isomura received a
Mechanical Engineering degree from Waseda University, Japan.
3
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
John G. McMillian, 71, a director of Marker International, has served in
this capacity since 1990. From 1987 to 1995, Mr. McMillian served as the
Chairman of the Board, President and Chief Financial Officer of Allegheny &
Western Energy Corporation. From 1986 to 1989, Mr. McMillian owned and operated
Burger Boat Company, Inc. Mr. McMillian also served as Chairman and Chief
Executive Officer of Northwest Energy Corporation for nine years until 1983.
Marker International was a subsidiary of Northwest Energy Corporation until
1984. Mr. McMillian also serves as a director of SunBank Miami N.A. (SunTrust).
Mr. McMillian received a Petroleum Engineering degree from the University of
Texas at Austin.
Lucio Roffi, 51, has served as a director of Marker International since
1996. Mr. Roffi has served as the Chairman and Chief Executive Officer of the
Company's subsidiary, DNR Sportsystem, Ltd., a developer, marketer, and
distributor of snowboards, snowboard boots, snowboard bindings, and other
related products, since its inception in 1990. Mr. Roffi's prior affiliations
include consulting arrangements in the automotive, furniture and clothing
industries, with companies such as Automobili Lamborghini S.p.A. and Giorgio
Armani S.p.A.
Vinton H. Sommerville, 60, has served as a director of the Company since
1990. In 1988, Mr. Sommerville founded Slim Sommerville, Inc., a private
investing and consulting corporation and has served as Chief Executive Officer
and Chairman of the Board since its inception. Mr. Sommerville served as
President of US Marine, the parent company of Bayliner Marine Corporation from
1977 to 1989. Prior affiliations include Owens Yacht Company, Head Ski Company
and Brunswick Corp. Mr. Sommerville received a B.A. from the University of
Oregon.
Director Compensation
Each member of the Board of Directors who is not an officer receives an
annual fee of $6,000 for serving on the Board of Directors and reimbursement of
expenses for each Board or committee meeting attended.
Pursuant to the Company's stock option plan for directors, executive
officers and certain key employees (the "1994 Stock Option Plan"), on April 15,
1997 each Independent Director was granted options to purchase 5,000 shares of
the Company's Common Stock at an exercise price of $4.125 per share, which was
the last reported sales price for the Common Stock on The Nasdaq Stock Market's
National Market on that day.
Additionally, each Independent Director will receive an annual stock
option grant under the 1994 Stock Option Plan immediately following each Annual
Meeting of Shareholders to purchase 5,000 shares of the Company's Common Stock
at a price equal to the fair market value on the date of grant.
Board Meetings and Committees
During the fiscal year ended March 31, 1997, there were four meetings held
by the Board of Directors of the Company. No director attended fewer than 75
percent of the total number of meetings of the Board and of the committees on
which he served.
4
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
At the March 2, 1997 meeting of the Board of Directors, an Executive
Committee was formed. The Executive Committee acts for the Board of Directors
when formal Board action is required in between meetings in connection with
matters already approved in principle by the full Board or to fulfill the formal
duties of the Board. The following individuals were appointed to serve on the
Executive Committee until their successors are elected and qualified: Messrs.
Henry E. Tauber - Chairman, Graham S. Anderson, John G. McMillian and Vinton H.
Sommerville.
The Board of Directors has a standing Compensation Committee, which also
functions as a nominating committee and as an options committee, and a standing
Audit Committee. The members of the Compensation Committee are Messrs. John G.
McMillian and Graham S. Anderson and the members of the Audit Committee are
Messrs. Graham S. Anderson and Vinton H. Sommerville.
The Compensation Committee met three times during the fiscal year ended
March 31, 1997. The Compensation Committee's responsibilities are: (a) to
determine and approve compensation arrangements for executive officers of the
Company and to review and oversee any stock option plan, stock award plan and
employee benefit plan or arrangement established by the Board of Directors for
the benefit of the executive officers of the Company; and (b) to review and
recommend director and officer nominees for election by the Company's
shareholders or the Board of Directors, as the case may be. The Compensation
Committee does not have a procedure for considering nominees to the Board of
Directors who have been recommended by the shareholders.
The Audit Committee met three times during the fiscal year ended March 31,
1997. Its functions are: (a) to review and approve the selection of, and all
services performed by, the Company's independent auditor; (b) to review the
Company's internal controls; and (c) to review, act and report to the Board of
Directors with respect to the scope of audit procedures, accounting practices,
and internal accounting and financial controls of the Company.
Executive Officers
In addition to the information set forth above for Messrs. Tauber, Isomura
and Roffi, the following table sets forth information regarding the Company's
other Executive Officers:
Date
Appointed
to Present Other Business Experience
Name Title Age Position During Past Five Years
- ------------------- ------------ --- ---------- ----------------------------
Wilhelm Fahrngruber Chairman and 56 1990 Same
Managing
Director of
Marker
Germany
5
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
Otto H. Harsanyi Director of 49 1992 Same
Marker
Germany and
Assistant
Secretary of
Marker
International
Kirk S. Langford Executive 42 1994 Vice President of Marker
Vice USA, 1992-1994
President of
Marker USA
Daryl P. Santos Vice 45 1985 Same
President of
Marker
International
Premek Stepanek Managing 60 1991 Same
Director of
Marker
Germany
Brad L. Stewart Executive 39 1997 Vice President and Chief
Vice Financial Officer of
President, Marker International
Chief 1991-1996.
Operating
Officer,
Secretary
and
Treasurer of
Marker
International
Sally F. Tauber (1) Vice 36 1989 Same.
President of
Marker Ltd.
Terry J. Tuttle Chief 37 1997 Chief Financial Officer of
Financial San Diego Business Journal
Officer of 1992-1996.
Marker
International
- ---------------------
(1) Sally F. Tauber is the wife of Henry E. Tauber.
Executive Compensation
Compensation Committee Report on Executive Compensation
The Compensation Committee is responsible for establishing and reviewing
the Company's executive compensation policies and for recommending to the Board
of Directors on an annual basis the compensation to be paid to the executive
officers of the Company. In addition, the Compensation Committee advises the
Board of Directors on the administration of the Company's 1994 Stock Option
Plan. None of the members of the Compensation Committee are employees of the
Company; however, members of the Committee are eligible to participate in the
Company's 1994 Stock Option Plan.
The Company's executive compensation and stock option plan are designed to
attract and retain high-caliber executives, directors and other key employees
6
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
through compensation and benefits which are competitive within the industry and
to motivate these individuals to enhance profitability and shareholder value by
making them shareholders in the Company. Each year, the Compensation Committee
reviews the Company's performance and the compensation, benefits, and stock
ownership of each executive and other key employees in comparison to industry
peer companies. The Compensation Committee has access to, but is not required
to, seek advice and counsel from independent third parties in the performance of
its review.
Base Salaries. Base salaries of the Company's executive officers are
intended to be generally competitive with the base salaries of officers holding
comparable positions at industry peer companies. Base salaries are determined by
evaluating the responsibilities of the position held and the experience and
capability of the individual. In addition, consideration is given to both
national and local factors in the marketplace for executive talent. The
Compensation Committee reviews and recommends adjustments to individual salaries
annually, based on an overall evaluation of the performance of the Company and
of each executive officer.
Stock Options. The Company believes that encouraging stock ownership by
its management further aligns the interests of management and stockholders in
increasing profitability and stockholder value. Under the Company's 1994 Stock
Option Plan, and upon the advice of the Compensation Committee, the Board of
Directors periodically may grant to the Company's key employees non-qualified or
incentive stock options, with a purchase price no less than the price of the
Company's stock on the date of grant. In recommending that stock options be
granted, the Committee typically considers factors similar to those considered
for annual bonuses. However, stock options may be granted throughout the year
and are less dependent on variables, such as the Company's cash position, than
are annual bonuses. During the fiscal year ended March 31, 1997, there were no
stock option grants made by the Company to any of the executive officers named
in the Summary Compensation Table below.
Annual Bonuses. The Compensation Committee may recommend that the Board of
Directors award annual cash bonuses to the Company's executive officers and key
employees, based on both the Company's performance and each individual's
contribution thereto. It may also consider factors such as the bonus levels paid
to officers holding comparable positions at industry peer companies and national
and local factors in the executive marketplace. The Compensation Committee may
set specific performance targets and retains broad discretion in evaluating
executive officers and determining their annual bonuses. Individual performance
is reviewed subjectively, on a case-by-case basis.
Chief Executive Officer's Compensation. As indicated in the Summary
Compensation Table, during the fiscal year ended March 31, 1997, Mr. Tauber
received a base salary of $300,000, a performance bonus of $25,000 and other
annual compensation (including perquisites and 401(k) matching amounts) of less
than $5,000. Since 1994, by informal arrangement between Mr. Tauber and the
Company's Board of Directors, the Chief Executive Officer's salary has been
fixed. The Chief Executive Officer's bonus is determined by the Compensation
Committee and is approved by the Board of Directors.
SUBMITTED BY THE COMPENSATION COMMITTEE:
John G. McMillian
Graham S. Anderson
7
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
The following table sets forth the compensation paid or accrued by the
Company to or on behalf of its Chief Executive Officer and each of the other
four most highly compensated executive officers of the Company or its
subsidiaries, who earned over $100,000 in fiscal years 1997, 1996 and 1995
(collectively, the "Named Executive Officers") for services rendered during the
fiscal years ended March 31, 1997, 1996 and 1995, respectively. One additional
individual, who was an executive officer but resigned during fiscal 1997, has
been included in the table because he would have been one of the four most
highly compensated executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------ ------------
Other Annual Securities
Name and Principal Fiscal Salary Bonus Compensation Underlying All Other (4)
Position Year $ $ $ Options (#) Compensation
- ----------------------- ------ ------- ------ ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Henry E. Tauber 1997 300,000 25,000 (2) 0 500
President and Chief 1996 300,000 75,000 (2) 0 1,000
Executive Officer of 1995 300,000 0 (2) 0 3,908
Marker International
Eiichi Isomura 1997 165,421 0 (2) 0 0
Chairman Marker Japan 1996 212,150 0 (2) 0 0
and Vice President of 1995 212,150 0 (2) 0 0
Marker International (1)
Masayuki Chiba 1997 152,025 0 25,794(6) 0 0
President Marker 1996 207,414 0 (2) 0 0
Japan (1) (5) 1995 207,414 0 (2) 15,000 0
Wilhelm Fahrngruber 1997 206,996 0 (2) 0 0
Chairman and Managing 1996 206,996 0 (2) 10,000 0
Director of Marker 1995 179,996 0 27,000 40,000 0
Germany (1)
Premek Stepanek 1997 137,972 32,394 (2) 0 0
Managing Director 1996 146,817 0 (2) 10,000 0
of Marker Germany (1) 1995 142,431 0 (2) 40,000 0
Lucio Roffi 1997 277,286 360,714 (2) 0 0
Chairman and Chief 1996 -- -- -- -- --
Executive Officer of DNR 1995 -- -- -- -- --
Sportsystem (1) (7)
</TABLE>
(1) The Company pays salaries to its employees in the applicable local
currency. The above salaries are translated into US Dollars based on
exchange rates of US $1 for DM 1.667, US $1 for Yen 107, and US $1 for SFr
1.4 with respect to the executives employed by Marker Germany, Marker
Japan and DNR Sportsystem, respectively.
(Notes (2) through (7) continue on next page)
8
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
(Footnotes continued from previous page relating to Summary Compensation Table)
(2) The amount of perquisites and other personal benefits received by the
indicated officer did not exceed the lesser of $50,000 or 10% of the total
annual salary and bonus for the year.
(3) Represents reimbursement of interest expense related to a personal
mortgage.
(4) Amounts indicated pertain to Company contributions to the Company's 401(k)
retirement plan.
(5) In February 1997, Masayuki Chiba resigned as President of Marker Japan and
is no longer employed by the Company or any of its subsidiaries.
(6) Represents housing allowance paid to Mr. Chiba, while serving as President
of Marker Japan.
(7) DNR Sportsystem became an 80% owned subsidiary of the Company in June
1996.
Employment Agreements
The Company has entered into employment agreements with Premek Stepanek,
Managing Director of Marker Germany, Dr. Wilhelm Fahrngruber, Chairman and
Managing Director of Marker Germany, and Otto H. Harsanyi, Director of Marker
Germany. Mr. Stepanek, Dr. Fahrngruber and Mr. Harsanyi receive base salaries of
$137,972, $206,996 and $104,979, respectively (based on an exchange of the
German Mark to the US Dollar of US $1 to DM 1.667). Mr. Harsanyi's contract
expires in 1998, Dr. Fahrngruber's contract expires in 2000, and Mr. Stepanek's
contract expires in 2002.
Stock Option Grants in Last Fiscal Year and Repricing of Stock Options
During the fiscal year ended March 31, 1997, there were no stock option
grants issued to any of the Named Executive Officers listed in the Summary
Compensation Table above. Subsequent to the fiscal year ended March 31, 1997,
the Company granted options to purchase 5,000 shares of the Company's Common
Stock at an exercise price of $4.125 per share to each of its Independent
Directors. See "Director Compensation" above.
Additionally, as of April 15, 1997, the Board of Directors, upon
recommendation of the Compensation Committee, adjusted the exercise price of all
outstanding stock options originally granted on November 11, 1994, at an
exercise price of $7.125 per share to $4.125 per share, which was the last
reported sales price for the Common Stock on The Nasdaq Stock Market's National
Market on April 15, 1997. No other changes or modifications were made to such
options and except as noted above, all options remain in full force and effect
as originally granted.
Aggregated Stock Option Exercises in the Last Fiscal Year and Fiscal Year-End
Values
During the fiscal year ended March 31, 1997, none of the Named Executive
Officers exercised stock options to acquire shares of the Company's Common
Stock. The following table sets forth information with respect to the aggregate
9
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
number and value of unexercised options held by the Named Executive Officers at
March 31, 1997. None of the stock options held by the Named Executive Officers
at March 31, 1997 had a fair market value in excess of the exercise price or
base price.
Value of Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options at March 31, 1997
Options at March 31, 1997 --------------------------
--------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ----------- ------------- ----------- -------------
Henry E. Tauber 0 0 $ 0 $ 0
Eiichi Isomura 0 0 0 0
Masayuki Chiba (1) - - - -
Wilhelm Fahrngruber 22,500 27,500 0 0
Premek Stepanek 22,500 27,500 0 0
Lucio Roffi 0 0 0 0
- -----------------------
(1) Mr. Chiba's options were expired following his resignation in February 1997.
Certain Relationships and Related Transactions
All of the Company's outstanding Series A Bonds are held by Isomura Sangyo
Kaisha Ltd., a Japanese corporation ("Isomura Sangyo" or the "Bondholder"),
controlled by Eiichi Isomura, a director of the Company, and his family. The
Company issued the Series A Bonds on the effective date of the initial public
offering in August 1994 (the "Initial Public Offering") in exchange for
redeemable preferred stock which was held by Isomura Sangyo at the time of the
Initial Public Offering. The amounts and payment schedule of the interest
payments on each of the Series A Bonds are the same as those of the
corresponding converted redeemable preferred stock. The Series A Bonds are
subject to redemption upon not less than 30 days notice, in whole or in part, at
the option of the Company. As of March 31, 1997, the redemption schedule was
amended by the Bondholder and the Company. This amendment to the redemption
schedule extended the redemption request schedule by one year on all requested
redemptions.
The Series A-1 Bonds had an original aggregate face value amount of $8.0
million and bore interest, payable semi-annually on September 30 and March 31,
at the effective borrowing rate for the Bondholder (the "Japanese Bank Rate")
which was approximately 6.6% and 7.2% for the fiscal years ending March 31, 1997
and 1996, respectively. In each of the fiscal years ended March 31, 1997 and
1996, $1.0 million of the Series A-1 Bonds were redeemed. The Bondholder, upon
six months prior written notice, may elect to have the Company redeem a portion
of the bonds according to the following schedule:
Redemption Face Amount
Notice On or After On or After to be Redeemed
------------------ --------------- --------------
April 1, 1998 October 1, 1998 $2,000,000
April 1, 1999 October 1, 1999 $2,000,000
10
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
The redemption price of the Series A-1 Bonds equals the face amount of the
portion of such bonds redeemed plus accrued but unpaid interest thereon.
The Series A-2 Bonds have an original aggregate face value amount of $10.0
million and bear interest, payable semi-annually on September 30 and March 31,
at the Japanese Bank Rate plus three percent of the face value of the bonds
outstanding. During the fiscal year ending March 31, 1997, the Bondholder
redeemed $2.5 million of Series A-2 Bonds. Upon six months prior written notice,
the Bondholder may elect to have the Company redeem a portion of the Series A-2
Bonds, according to the following schedule:
Redemption Face Amount
Notice On or After On or After to be Redeemed
------------------ ----------------- --------------
June 16, 1998 December 16, 1998 $2,500,000
June 16, 1999 December 16, 1999 $2,500,000
The redemption price of the Series A-2 Bonds equals the face amount of the
portion of such bonds redeemed plus accrued but unpaid interest thereon.
The Series A-3 Bond has an aggregate face value amount of $1.0 million and
bears interest, payable semi-annually on September 30 and March 31, at the
Japanese Bank Rate plus three percent of the face value of the bond outstanding.
The Bondholder of the Series A-3 Bond may redeem the bond by providing six
months prior written notice on or after June 16, 1999 for redemption on or after
December 16, 1999.
During fiscal years 1997, 1996 and 1995, Marker Japan purchased ski
bindings and services totaling approximately $93,000, $13,000, and $0.6 million,
respectively, from Isomura Seisakusho KK ("Isomura Seisakusho"), a company of
which Mr. Isomura is the president, director, and owner of more than ten percent
of the outstanding stock. In fiscal year 1995, a customer of Marker Japan
returned snowmaking equipment of approximately $0.5 million to Marker Japan for
warranty purposes. Marker Japan returned this equipment to Isomura Seisakusho,
the supplier of such equipment, for reimbursement. At March 31, 1997, 1996 and
1995, the net account receivable from Isomura Seisakusho was approximately $0.4
million, $0.5 million and $0.6 million, respectively.
At March 31, 1997, the Company had outstanding notes in an aggregate
amount equal to approximately $9.4 million payable to Japanese banks. Of these
amounts, approximately $3.2 million was secured by assets of Mr. Isomura, a
shareholder and director of the Company.
Marker Japan leases office space in Tokyo, Japan and receives distribution
services from Isomura Sangyo. In connection therewith, for the fiscal years
1997, 1996 and 1995, Marker Japan made payments to Isomura Sangyo totaling
approximately $287,000, $428,000 and $272,000, respectively.
11
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
The Company purchased insurance through an insurance broker, Acordia
Northwest Inc., of which Graham S. Anderson, a director of the Company, is also
a director. The Company incurred approximately $851,000, $746,000, and $821,000
of premiums for such insurance during fiscal years 1997, 1996 and 1995,
respectively.
On June 11, 1996, the Company entered into agreements (collectively, the
"Purchase Agreement") with Lucio Roffi and Gregor Furrer & Partner Holding AG
("Gregor Furrer"), pursuant to which the Company purchased on June 26, 1996 an
aggregate of 330 shares of DNR Sportsystem from Mr. Roffi and Gregor Furrer for
a purchase price of approximately CHF 73,241 ($58,814) per share, or a total
purchase price of approximately CHF 24,169,530 ($19.4 million). The 330 shares
represent 55% of the total outstanding shares of DNR Sportsystem. Among other
things, the Purchase Agreement grants each shareholder of DNR Sportsystem
ongoing rights of first refusal with respect to future transfers of any DNR
Sportsystem shares.
The Company, which previously held 150 shares, or 25% of the outstanding
shares of DNR Sportsystem, now holds an 80% interest in DNR Sportsystem as a
result of the Company's purchase of the additional 55% of the outstanding shares
of DNR Sportsystem. Mr. Roffi and Gregor Furrer now each hold a 10% interest in
DNR Sportsystem.
During fiscal year 1997, DNR purchased substantially all of its snowboards
from an affiliated entity, of which Gregor Furrer & Partner Holding AG, a
minority shareholder of DNR, is a partner.
PROPOSAL TWO: RATIFICATION OF SELECTION OF AUDITOR
The Audit Committee has recommended, and the Board of Directors has
selected, the firm of Arthur Andersen & Co. LLP ("Arthur Andersen"), independent
certified public accountants, to audit the financial statements of the Company
for the fiscal year ending March 31, 1998, subject to ratification by the
shareholders. Arthur Andersen has acted as independent auditor of the Company
since 1984. The Board of Directors anticipates that one or more representatives
of Arthur Andersen will be present at the Annual Meeting and will have an
opportunity to make a statement if they so desire and will be available to
respond to appropriate questions. If you return a proxy card but give no
direction on proposal two, your proxy will be voted FOR this proposal.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
other matters to be presented for action at the Annual Meeting. However, if any
further business should properly come before the Annual Meeting, the persons
named as proxies in the accompanying form will vote on such business in
accordance with their best judgment.
12
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
SHAREHOLDER RETURN PERFORMANCE
The following line graph sets forth, for the period from August 31, 1994,
the approximate date on which trading of the Company's Common Stock commenced,
through March 31, 1997, a comparison of the percentage change in the cumulative
total shareholder return on the Company's Common Stock compared to the
cumulative total return of the NASDAQ Stock Market Index and the Standard &
Poor's ("S&P(R)") 500 stock index.
The graph assumes that the shares of the Company's Common Stock were
purchased at the initial public offering price of $7.00 per share and that the
value of the investment in each of the Company's Common Stock and the indices
was $100 at the beginning of the period.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Aug Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar
1994 1994 1995 1995 1995 1995 1996 1996 1996 1996 1997
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Marker International 100 107 103 91 139 175 117 111 139 77 64
NASDAQ Mkt 100 98 107 122 137 139 145 158 163 171 162
S&P(R)500 Index 100 99 108 117 126 133 139 145 149 160 163
</TABLE>
The stock price performance shown on the graph above represents past
performance and is not necessarily indicative of future price performance.
13
<PAGE>
MARKER INTERNATIONAL
PROXY STATEMENT
PROPOSALS OF SHAREHOLDERS
Proposals which shareholders intend to present at the annual meeting to be
held in calendar year 1998 must be must be received by Brad L. Stewart,
Executive Vice President, Chief Operating Officer, Corporate Secretary and
Treasurer of Marker International, at the Company's executive offices, P.O. Box
26548, Salt Lake City, Utah 84126, no later than April 17, 1998.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and certain of its officers and persons who own more than 10
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10 percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
Based upon review of the copies of such forms received and regular
correspondence with such parties, the Company believes that, except for an
inadvertent late filing of a Form 4 with respect to one transaction by Graham S.
Anderson, an independent director, during the year ended March 31, 1997, all
filing requirements applicable to its officers, directors and greater than 10
percent beneficial owners were complied with.
ADDITIONAL INFORMATION
The Company will provide without charge to any person from whom a Proxy is
solicited by the Board of Directors, upon the written request of such person, a
copy of the Company's 1997 Annual Report on Form 10-K, including the financial
statements and schedules thereto (as well as exhibits thereto, if specifically
requested), required to be filed with the SEC. Written requests for such
information should be directed to the Director of Financial Reporting of the
Company.
