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UNITED STATES
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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MACHEEZMO MOUSE RESTAURANTS, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules 14a-6(i)(4) and 0-11.
[ ] 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.
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MACHEEZMO MOUSE RESTAURANTS, INC.
1020 SW TAYLOR STREET, SUITE 685
PORTLAND, OR 97205
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
_________________________
To the Shareholders of Macheezmo Mouse Restaurants, Inc.:
The annual meeting of shareholders of Macheezmo Mouse Restaurants, Inc., an
Oregon corporation, will be held at the Company's offices, 1020 SW Taylor
Street, Suite 275, Portland, Oregon 97205, on November 6, 1997 at 1:30 p.m.
local time, for the following purposes:
1. ELECTION OF DIRECTORS. To elect three directors, each to serve
until the next annual meeting of shareholders and until their
successors are elected and qualified (Proposal No. 1);
2. OTHER BUSINESS. To transact such other business as may properly
be brought before the meeting or any adjournment or postponement
thereof.
Only shareholders of record at the close of business on September 19, 1997 are
entitled to notice of and to vote at the meeting or any adjournments thereof.
Please sign and date the enclosed proxy and return it promptly in the enclosed
reply envelope. If you are able to attend the meeting, you may, if you wish,
revoke the proxy and vote personally on all matters brought before the meeting.
By Order of the Board of Directors,
William S. Warren,
President, Chief Executive Officer,
Chairman of the Board and Secretary
October 6, 1997
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN
PERSON, PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE SO THAT YOUR STOCK WILL BE VOTED. THE ENVELOPE REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
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MACHEEZMO MOUSE RESTAURANTS, INC.
---------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 6, 1997
---------------------
The mailing address of the principal executive offices of the Company is 1020 SW
Taylor Street, Suite 685, Portland, Oregon 97205. This proxy statement, the
accompanying proxy card and the 1997 Annual Report to Shareholders on
Form 10-KSB are first being mailed to shareholders on or about October 6, 1997.
SOLICITATION AND REVOCABILITY OF PROXY
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Macheezmo Mouse Restaurants, Inc., an Oregon
corporation, (the "Company") to be voted at the annual meeting of shareholders
(the "Annual Meeting") to be held at the time and place and for the purposes set
forth in the accompanying Notice of Annual Meeting. The record date for
determination of shareholders entitled to receive notice of and to vote at the
Annual Meeting is September 19, 1997. At the close of business on September 19,
1997, 3,985,630 shares of Common Stock of the Company were outstanding and
entitled to vote at the Annual Meeting.
All proxies in the enclosed form that are properly executed and received by the
Company prior to or at the Annual Meeting and not revoked will be voted at the
Annual Meeting or any adjournments thereof in accordance with the instructions
thereon. Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)
filing with the Secretary of the Company, at or before the taking of the vote at
the Annual Meeting, a written notice of revocation bearing a later date than the
date of the proxy, (ii) duly executing a subsequent proxy relating to the same
shares and delivering it to the Secretary of the Company before the Annual
Meeting or (iii) attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute a
revocation of a proxy). Any written notice revoking a proxy should be sent to
Macheezmo Mouse Restaurants, Inc., 1020 SW Taylor Street, Suite 685, Portland,
Oregon 97205, attention: William S. Warren, Secretary, or hand delivered to the
Secretary at or before the taking of the vote at the Annual Meeting.
The cost of preparing, printing and mailing this Proxy Statement and of the
solicitation of proxies by the Company will be borne by the Company.
Solicitation will be made by mail and, in addition, may be made by directors,
officers and employees of the Company personally, or by telephone or telegram.
The Company will request brokers, custodians, nominees and other like parties to
forward copies of proxy materials to beneficial owners of stock and will
reimburse such parties for their reasonable and customary charges or expenses in
this connection.
THE COMPANY WILL PROVIDE TO ANY PERSON WHOSE PROXY IS SOLICITED BY THIS PROXY
STATEMENT, WITHOUT CHARGE, UPON WRITTEN REQUEST TO ITS CORPORATE SECRETARY AT
1020 SW TAYLOR STREET, SUITE 685, PORTLAND, OREGON 97205, ADDITIONAL COPIES OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JULY 1,
1997.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The directors of the Company are elected at the Annual Meeting to serve until
their successors are elected and qualified. Each nominee is now serving as a
director of the Company. If a quorum of shareholders is present at the Annual
Meeting, the three nominees for election as directors who receive the greatest
number of votes cast at the meeting will be elected directors. Abstentions and
broker non-votes will have no effect on the results of the vote. Unless
otherwise instructed, proxy holders will vote the proxies they receive for the
nominees named below. If any of the nominees for director at the Annual Meeting
becomes unavailable for election for any reason, the proxy holders will have
discretionary authority to vote pursuant to the proxy for a substitute or
substitutes. The following table briefly describes the Company's nominees for
directors.
NAME AGE HAS BEEN A DIRECTOR SINCE
---- --- -------------------------
William S. Warren 46 1986
Jack B. Schwartz 60 1986
Dara Dejbakhsh 40 1997
WILLIAM S. WARREN founded the Company in 1981 and served as Chief Executive
Officer and Secretary of the Company since its incorporation in July 1986 until
October 1995, and as the Chairman of the Board from November 1987 until October
1995. In October 1995, Mr. Warren resigned as Chief Executive Officer and
Chairman of the Board and was elected Founding Chairman, Director of Strategic
Planning and Secretary of the Company. In May 1996, Mr. Warren, in addition to
his existing positions, was re-elected to the position of Chairman of the Board.
In November 1996, Mr. Warren reassumed the title of President and Chief
Executive Officer. Mr. Warren is a director of ESCO Corporation, a steel
technology company.
JACK B. SCHWARTZ has served as a director of the Company since September 1986.
Mr. Schwartz has been a partner in the law firm of Newcomb, Sabin, Schwartz &
Landsverk since 1968. Mr. Schwartz is a director of Cascade Corporation, a
manufacturer of materials handling equipment.
DARA DEJBAKHSH has served as a director of the Company since May 1, 1997. Mr.
Dejbakhsh has been Vice President of Marketing Development and Operations of
Allied Domecq Retailing USA (an owner of Baskin & Robbins, Dunkin' Donuts and
TOGO's stores) since October 1995. Prior to October 1995, Mr. Dejbakhsh was Vice
President of Retail Operations and Development for Kits Camera, Regional Vice
President for Rally's Hamburgers and a Regional Director for Taco Bell for 11
years.
The Board of Directors met nine times during the fiscal year ended
July 1, 1997. During the period for which each director was a member of the
Board or any committee thereof, each director attended at least 75 percent of
the aggregate of the meetings of the Board of Directors and the committees of
which the director was a member, except for Mr. Angel who attended 25 percent of
the aggregate of the meetings of the Board of Directors and the committee of
which he was a member. The Company maintains an Audit Committee and a
Compensation Committee.
The Audit Committee was comprised of Messrs. Angel, Bennett, Schwartz and Warren
at the beginning of the fiscal year. Mr. Angel resigned from the Board of
Directors and the Audit Committee in December 1996 and Mr. Bennett resigned from
the Board of Directors and the Audit Committee in April 1997. In May 1997, Mr.
Dajbakhsh joined the Board of Directors and the Audit Committee. The Audit
Committee oversees actions taken by the Company's independent auditors. The
Audit Committee met four times in fiscal 1997.
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The Compensation Committee was comprised of Messrs. Micatrotto, Schwartz and
Warren at the beginning of the fiscal year. Mr. Micatrotto resigned from the
Board of Directors and the Compensation Committee in April 1997 and Mr.
Dajbakhsh joined the Compensation Committee in May 1997. The Compensation
Committee reviews the compensation of the Company's executive officers and makes
recommendations to the Board of Directors regarding compensation. The
Compensation Committee also administers the 1996 Stock Incentive Plan (the "1996
Plan") and recommends grants under the 1996 Plan to the Board of Directors. The
Compensation Committee met one time in fiscal 1997.
The Company does not have a nominating committee of the Board of Directors.
Shareholders who wish to submit names for consideration for Board membership
should do so in writing addressed to the Board of Directors, c/o William S.
Warren, Secretary, Macheezmo Mouse Restaurants, Inc., 1020 SW Taylor Street,
Suite 685, Portland, Oregon 97205.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of August 31, 1997 by (i)
persons known to the Company to be the beneficial owner of more than five
percent of the Company's Common Stock, (ii) each of the Company's directors and
nominees for director, (iii) each executive officer of the Company named in the
Summary Compensation Table and (iv) all directors and executive officers of the
Company as a group. Unless otherwise noted in the footnotes to the table, the
persons named in the table have sole voting and investment power with respect to
all outstanding shares of Common Stock shown as beneficially owned by them.
COMMON STOCK
------------------------------
PERCENT OF
NUMBER OF SHARES
SHAREHOLDER SHARES OUTSTANDING
- ------------------------------------- -------------------------------
William S. Warren (A)
1020 SW Taylor Street, Suite 685
Portland, Oregon 97205 930,658 23.4%
Maurice J. Duca (B)
1485 E. Valley Rd., Suite L
Santa Barbara, CA 93108 405,079 10.2
Jack B. Schwartz (C)
Newcomb Sabin Schwartz & Landsverk
421 SW Sixth, Suite 1212
Portland, Oregon 97204 51,500 1.3
Dara Dejbakhsh (D)
2420 SE 133rd Court
Vancouver, WA 98683 15,555 *
Scott Fisher (D)
1020 SW Taylor Street, Suite 685
Portland, Oregon 97205 37,500 *
All executive officers and directors
as a group (4 persons) (E) 1,035,213 25.5%
_______________________
* Less than one percent
(A) Includes 66,668 shares held in trust for Mr. Warren's children.
(B) The information as to beneficial ownership is based on a Schedule 13G/A
filed with the Securities and Exchange Commission by Mr. Duca on February
13, 1997, reflecting his beneficial ownership of Common Stock of the
Company.
(C) Includes 1,500 shares held in trust for the children of Mr. Schwartz and
25,000 shares subject to options exercisable within 60 days of August 31,
1997.
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(D) Consists of shares subject to options exercisable within 60 days of August
31, 1997.
(E) Includes a total of 78,055 shares subject to options exercisable within 60
days of August 31, 1997.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table identifies the current executive officers of the Company,
the positions which they hold, and the year in which they began serving in their
respective capacities. Officers are appointed by the Board of Directors and
serve at its discretion.
NAME AGE CURRENT POSITION(S) WITH COMPANY
- ------------------------------------------------------------------------
William S. Warren 46 President, Chief Executive Officer.
Chairman of the Board of Directors
and Secretary
Scott Fisher 33 Executive Vice President, Director of
Operations
For information on the business background of Mr. Warren, see "Nominees for
Director" above.
SCOTT FISHER joined the Company in April 1997 as Vice President and Director of
Operations. Mr. Fisher was a District Manager for Noah's Bagels from April 1996
until April 1997, provided consulting services to Summerfield Suites, a hotel
chain, from February 1996 until March 1996, was the Director of Organizational
Development for Kits Cameras, from March 1995 until January 1996, was a district
Manager for Starbucks Coffee from August 1993 until March 1996, and was an
Operations and Training Manager for Taco Bell Corporation from June 1987 until
August 1993.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides certain summary information concerning compensation
awarded to, earned by or paid to the Company's Chief Executive Officer and each
of the four other most highly compensated executive officers of the Company who
earned more than $100,000 determined as of the end of the last fiscal year and
any former officers for whom disclosure would have been provided except for the
fact that the individual was not serving as an executive officer at the end of
the fiscal year (hereafter referred to as the "named executive officers") for
the fiscal years 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
Annual Compensation All Other
------------------- Compensation
Name and Principal Position (A) Year Salary($) Bonus($) ($)
- --------------------------------------------------------------------------------
William S. Warren 1997 165,000 -- --
President, Chief Executive Officer 1996 168,500 -- --
Chairman of the Board of Directors, 1995 165,000 35,000 --
and Secretary
David M. Bennett (B) 1997 52,300 12,500 --
President and Chief Executive 1996 -- -- --
Officer until November 1996 1995 -- -- --
(A) No other executive officer earned more than $100,000 during fiscal 1997,
1996 or 1995.
(B) In August 1996, Mr. Bennett joined the Company as President and Chief
Executive Officer. In November 1996, Mr. Bennett resigned as the
Company's President and Chief Executive Officer.
OPTION GRANTS
The following table provides information concerning the grant of stock options
under the Company's Amended and Restated 1986 Stock Incentive Plan and the
Company's 1996 Stock Incentive Plan during fiscal 1997, to the named executive
officers.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
- ----------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employee in Price Expiration
Name Granted Fiscal Year ($/share) Date
- ----------------------------------------------------------------------------
David M. Bennett (A) 100,000 51.3% $2.25 8-15-06
(A) In November 1996, Mr. Bennett resigned as the Company's President and Chief
Executive Officer, and in April 1997, Mr. Bennett resigned from the
Company's Board of Directors. None of Mr. Bennett's stock options were
exercised and all of such options had expired as of the end of fiscal 1997.
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OPTION EXERCISES AND HOLDINGS
No options were exercised during fiscal 1997 and no unexercised options were
held as of the end of the fiscal year with respect to the named executive
officers.
DIRECTOR COMPENSATION
Directors do not receive any cash fees for serving on the Company's Board of
Directors or any committee thereof but are reimbursed for reasonable expenses
incurred in attending meetings.
In May 1997, Mr. Schwartz and Mr. Dejbakhsh were each granted options
exercisable for 25,000 shares and 50,000 shares, respectively of the Company's
Common Stock at a price of $0.6875 and $0.50 per share, respectively, the fair
market value of the Company's Common Stock on the date of grant.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
EMPLOYMENT CONTRACTS
In August 1996, the Company entered into an employment agreement with David
Bennett, its then President and Chief Executive Officer. Upon signing the
agreement, Mr. Bennett received an option exercisable for 100,000 shares of the
Company's Common Stock at an exercise price equal to the fair market value of
the Company's Common Stock on the date of grant. Mr. Bennett was also paid a
signing bonus of $25,000.
In November 1996, Mr. Bennett resigned as the Company's President and Chief
Executive Officer, and in April 1997, Mr. Bennett resigned from the Company's
Board of Directors. None of Mr. Bennett's stock options were subsequently
exercised and all had expired as of the end of fiscal 1997. Mr. Bennett received
approximately $52,300 of compensation in fiscal 1997. Mr. Bennett returned
$12,500 of his signing bonus to the Company in fiscal 1997.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than ten percent of the
outstanding Common Stock of the Company to file with the Securities and Exchange
Commission reports of changes in ownership of the Common Stock of the Company
held by such persons. Officers, directors and greater than ten percent
shareholders are also required to furnish the Company with copies of all forms
they file under this regulation. Based solely on a review of the copies of the
reports received by the Company and on written representations of certain
reporting persons, the Company understands that all persons required to report
under Section 16(a) of the Securities Exchange Act of 1934 filed timely reports
during the fiscal year ended July 1, 1997.
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives of Price Waterhouse LLP will be at the Annual Meeting and will
be available to respond to appropriate questions. They do not plan to make any
statement but will have the opportunity to make a statement if they wish.
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SHAREHOLDER PROPOSALS
Any proposal by a shareholder of the Company to be considered for inclusion in
proxy materials for the Company's 1998 Annual Meeting of Shareholders must be
received in proper form by the Company at its principal office no later than
June 15, 1998.
DISCRETIONARY AUTHORITY
The Board of Directors of the Company is not aware of any matters other than the
aforementioned matters that will be presented for consideration at the Annual
Meeting. If other matters properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote thereon in
accordance with their best judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO EXECUTE AND RETURN
THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
William S. Warren,
President, Chief Executive Officer,
Chairman of the Board and Secretary
October 6, 1997
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MACHEEZMO MOUSE RESTAURANTS, INC.
Proxy for Annual Meeting of Shareholders to be held on November 6, 1997
The undersigned hereby appoints William S. Warren and Jack B. Schwartz, and
each of them, proxies with power of substitution to vote on behalf of the
undersigned all shares that the undersigned may be entitled to vote at the
annual meeting of shareholders of Macheezmo Mouse Restaurants, Inc. (the
"Company") on November 6, 1997 and any adjournments thereof, with all powers
that the undersigned would possess if personally present, with respect to the
following:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES
NAMED BELOW.
1. PROPOSAL 1 Election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH NOMINEE'S NAME IN THE LIST BELOW.)
William S. Warren Jack B. Schwartz Dara Dejbakhsh
Upon such other matters as may properly come before, or incident to the
conduct of the Annual Meeting, the Proxy holders shall vote in such manner as
they determine to be in the best interests of the Company. Management is not
presently aware of any such matters to be presented for action at the meeting.
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The shares represented by this proxy will be voted as specified herein, but
if no specification is made, this proxy will be voted for the election of
directors. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO OTHER MATTERS THAT
MAY COME BEFORE THIS MEETING.
______________________________
Shares
______________________________
P Dated
R
O ______________________________
X Signature(s)
Y
______________________________
Print Name(s)
Please date and sign as name is
imprinted hereon, including
designation as executor,
trustee, etc., if applicable. A
corporation must sign its name
by the president or other
authorized officer.
The annual meeting of
shareholders of Macheezmo Mouse
Restaurants, Inc. will be held
on November 6, 1997 at 1:30
p.m. local time, at the
Company's offices, 1020 SW
Taylor Street, Suite 275,
Portland, Oregon, 97205.
Please Note: Any shares of stock of the Company held in the name of
fiduciaries, custodians or brokerage houses for the benefit of their clients
may only be voted by the fiduciary, custodian or brokerage house itself--the
beneficial owner may not directly vote or appoint a proxy to vote the shares
and must instruct the person or entity in whose name the shares are held how
to vote the shares held for the beneficial owner. Therefore, if any shares
of stock of the Company are held in "street name" by a brokerage house, only
the brokerage house, at the instructions of its client, may vote or appoint a
proxy to vote the shares.
