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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Section 240.14a-11(c) or
Section 240.14a-12
SMITH-GARDNER & ASSOCIATES, INC.
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(Name of Registrant as Specified In Its Charter)
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(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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SMITH-GARDNER & ASSOCIATES, INC.
1615 SOUTH CONGRESS AVENUE
DELRAY BEACH, FLORIDA 33445-6368
October 11, 2000
Dear Shareholder:
You are cordially invited to attend the Company's Special Meeting of
Shareholders to be held on Friday, November 10, 2000 at 9:00 A.M., local time,
at the Embassy Suites, 661 Northwest 53rd Street, Boca Raton, Florida 33487.
The formal Notice of Special Meeting and the accompanying Proxy Statement
sets forth the proposal for your consideration at the Special Meeting of
Shareholders to approve an amendment to the Company's Amended and Restated
Articles of Incorporation to change the name of the Company to "Ecometry
Corporation". Please take the time to read carefully the proposal for
shareholder action described in the proxy materials.
We look forward to greeting personally those of you who are able to be
present at the meeting. However, it is important that your shares be
represented, whether or not you are able to be with us at the meeting.
Accordingly, PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY, AT YOUR EARLIEST
CONVENIENCE, IN THE ENVELOPE PROVIDED FOR YOUR USE.
Thank you for your cooperation.
Very truly yours,
/s/ Gary G. Hegna
Gary G. Hegna
Chairman of the Board and Chief
Executive Officer
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SMITH-GARDNER & ASSOCIATES, INC.
1615 SOUTH CONGRESS AVENUE
DELRAY BEACH, FLORIDA 33445-6368
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 10, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of SMITH-
GARDNER & ASSOCIATES, INC. (the "Company") will be held on Friday, November 10,
2000 at 9:00 A.M., local time, at the Embassy Suites, 661 Northwest 53rd Street,
Boca Raton, Florida for the following purposes:
(1) To consider and vote upon a proposal to approve an amendment to the
Company's Amended and Restated Articles of Incorporation to change
the name of the Company to "Ecometry Corporation"; and
(2) To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
Only shareholders of record at the close of business on October 9, 2000
will be entitled to notice of and to vote at the Special Meeting or any
adjournment thereof.
All shareholders are cordially invited to attend the Special Meeting in
person. HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN
PERSON, EACH SHAREHOLDER IS URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE. No postage is
required if the proxy is mailed in the United States. Shareholders who attend
the Special Meeting may revoke their proxy and vote their shares in person.
By order of the Board of Directors,
/s/ Martin K. Weinbaum
Martin K. Weinbaum
Secretary
Delray Beach, Florida
October 11, 2000
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
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SMITH-GARDNER & ASSOCIATES, INC.
1615 SOUTH CONGRESS AVENUE
DELRAY BEACH, FLORIDA 33445-6368
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PROXY STATEMENT
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GENERAL
This Proxy Statement is furnished to the holders of common stock, par value
$.01 per share (the "Common Stock"), of Smith-Gardner & Associates, Inc. (the
"Company") in connection with the solicitation by the Board of Directors of the
Company of proxies for use at the Special Meeting of Shareholders (the "Special
Meeting"), or at any adjournment thereof, pursuant to the accompanying Notice of
Special Meeting of Shareholders. The Special Meeting will be held on Friday,
November 10, 2000 at 9:00 A.M., local time, at the Embassy Suites, 661 Northwest
53rd Street, Boca Raton, Florida 33487. This Proxy Statement, the Notice of
Special Meeting and the proxy cards were mailed to shareholders of the Company
on or about October 11, 2000.
It is proposed that at the Special Meeting the Company's Amended and
Restated Articles of Incorporation will be amended to change the Company's name
to "Ecometry Corporation" (the "Corporate Name Change"). Management currently is
not aware of any other matters which will come before the Special Meeting. If
any other matters properly come before the Special Meeting, the persons
designated as proxies intend to vote in accordance with their best judgment on
such matters.
Proxies for use at the Special Meeting are being solicited by the Board of
Directors of the Company. Proxies will be solicited chiefly by mail; however,
certain officers, directors, employees and agents of the Company, none of whom
will receive additional compensation therefor, may solicit proxies by telephone,
telegram or other personal contact. The Company will bear the cost of the
solicitation of the proxies, including postage, printing and handling, and will
reimburse the reasonable expenses of brokerage firms and others for forwarding
material to beneficial owners of shares of our Common Stock.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Special Meeting and a return envelope for
the proxy are enclosed. Shares of Common Stock represented by properly executed
proxies which are received by the Company prior to the Special Meeting will be
voted in accordance with the instructions specified in such proxies. If no
specifications are given, the proxies intend to vote the shares represented
thereby "for" the Corporate Name Change and in accordance with their best
judgment on any other matters which may properly come before the Special
Meeting. Shareholders may revoke the authority granted by their execution of a
proxy at any time prior to the effective exercise of the powers conferred by
that proxy, by delivering to the Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date, or by voting in person
at the Special Meeting.
RECORD DATE AND VOTING RIGHTS
Only shareholders of record at the close of business on October 9, 2000
(the "Record Date") are entitled to notice of and to vote at the Special Meeting
or any adjournment thereof. On the Record Date, there were 12,424,955 shares of
Common Stock outstanding, each of which is entitled to one vote upon each of the
matters to be presented at the Special Meeting. The holders of a majority of the
outstanding shares of Common Stock, present in person or by proxy and entitled
to
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vote, will constitute a quorum at the Special Meeting. Broker non-votes will be
counted for purposes of determining the presence or absence of a quorum, but
will not be counted with respect to the specific matter being voted upon.
"Broker non-votes" are shares held by brokers or nominees which are present in
person or represented by proxy, but which are not voted on a particular matter
because instructions have not been received from the beneficial owner.
Abstentions from voting as to any proposal will be counted for the purpose of
determining the presence or absence of a quorum and will be considered present
and entitled to vote with respect to the specific matter being voted upon.
The affirmative vote of the holders of a majority of the shares of Common
Stock present in person or represented by proxy and entitled to vote at the
Special Meeting is required for the approval and adoption of the Corporate Name
Change. An independent inspector shall count the votes and ballots. Broker
non-votes will have no effect on any of the proposals brought to a vote at the
Special Meeting. Abstentions from voting on any of the proposals brought to a
vote at the Special Meeting will have the effect of votes against the specific
matter being voted upon. If less than a majority of the outstanding shares of
Common Stock are represented at the Special Meeting, a majority of the shares so
represented may adjourn the Special Meeting from time to time without further
notice.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of October 2, 2000
regarding the beneficial ownership of Common Stock by (i) each shareholder known
to the Company to beneficially own more than five percent (5%) of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii) the
Chief Executive Officer and the Company's four most highly compensated executive
officers (other than the Chief Executive Officer) who were serving as executive
officers at the end of the last completed fiscal year, and (iv) all directors
and executive officers as a group. The percentage of beneficial ownership for
each person or entity in the table is based on 12,424,955 shares of Common Stock
outstanding as of October 2, 2000, including for each person or entity any
shares of Common Stock which may be acquired by such person or entity within 60
days upon exercise of outstanding options, warrants or other rights to acquire
shares of Common Stock.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
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NAME AND ADDRESS OF BENEFICIAL OWNER(1) NUMBER PERCENT
--------------------------------------- --------- -------
<S> <C> <C>
Allan J. Gardner............................................ 2,175,000 17.5%
Wilburn W. Smith............................................ 2,150,000 17.3%
Gary G. Hegna(2)............................................ 498,120 3.9%
Martin K. Weinbaum(3)....................................... 42,145 *
Sharon Gardner(4)........................................... 80,323 *
James J. Felcyn, Jr.(5)..................................... 3,750 *
Francis H. Zenie(6)......................................... 3,750 *
Robert C. Kneip............................................. 0 *
DB Alex. Brown LLC(7)....................................... 1,205,836 9.7%
Taunus Corporation(7)....................................... 1,205,836 9.7%
All directors and executive officers as a group (11
persons)(8)............................................... 5,006,301 38.2%
</TABLE>
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* Less than 1% of outstanding shares
(1) Unless otherwise indicated, the address of each of the parties listed is
1615 South Congress Avenue, Delray Beach, Florida 33445-6368.
(2) Consists of 494,120 shares of Common Stock subject to options which are or
become exercisable prior to December 1, 2000.
(3) Consists of 42,145 shares of Common Stock subject to options which are or
become exercisable prior to December 1, 2000.
(4) Includes 80,323 shares of Common Stock subject to options which are or
become exercisable prior to December 1, 2000.
(5) Consists of 3,750 shares of Common Stock subject to options which are or
become exercisable prior to December 1, 2000.
(6) Consists of 3,750 shares of Common Stock subject to options which are or
become exercisable prior to December 1, 2000.
(7) According to a Schedule 13G filed by DB Alex. Brown LLC and Taunus
Corporation, as the parent holding company of DB Alex. Brown LLC, on
February 11, 2000. The Schedule 13G indicates that each reporting entity may
be deemed to beneficially own the same 1,205,836 shares of Common Stock, and
that Taunus Corporation disclaims ownership of all such shares of Common
Stock. According to the Schedule 13G, the principal place of business of DB
Alex. Brown LLC is 130 Liberty Street, New York, New York 10006, and the
principal place of business of Taunus Corporation is 31 West 52nd Street,
New York, New York 10019.
(8) Includes 677,301 shares of Common Stock subject to options which are or
become exercisable prior to December 1, 2000.
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PROPOSAL NO. 1
APPROVAL OF CORPORATE NAME CHANGE
At the Special Meeting, holders of shares of Common Stock will be asked to
consider and vote upon a proposal to change the name of the Company from
"Smith-Gardner & Associates, Inc." to "Ecometry Corporation", by means of an
amendment to Company's Amended and Restated Articles of Incorporation. The Board
of Directors has adopted resolutions approving the Corporate Name Change and
recommending that the Corporate Name Change be submitted to the shareholders for
their approval at the Special Meeting. If the proposed amendment to the Amended
and Restated Articles of Incorporation is approved by the requisite number of
shares of Common Stock entitled to vote at the Special Meeting, the Corporate
Name Change and the proposed amendment to the Company's Amended and Restated
Articles of Incorporation will become effective upon the filing of the Articles
of Amendment to the Amended and Restated Articles of Incorporation, a form of
which is attached hereto as Annex A, with the Secretary of State of Florida,
which is expected to occur shortly after shareholder approval.
In April, the Company launched its new Ecometry suite of applications which
allows multi-channel retailers to combine data from various sources including
web sites, retail locations, catalog sales, e-mails and call centers. Changing
the Company's name to Ecometry Corporation supports its transition from a
provider of catalog software to a Customer Lifecycle Management software company
for the multi-channel retail market while also creating a brand recognition for
its Ecometry products.
The Board of Directors believes that the Corporate Name Change, and
accordingly, the proposed amendment, are in the best interest of the Company and
its shareholders and recommends that the shareholders approve the Corporate Name
Change and the proposed amendment of the Company's Amended and Restated Articles
of Incorporation.
VOTE REQUIRED AND BOARD RECOMMENDATION
The affirmative vote of the holders of a majority of the shares of Common
Stock present in person or represented by proxy and entitled to vote at the
Special Meeting is required for approval of the Corporate Name Change and the
proposed amendment of the Amended and Restated Articles of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
CORPORATE NAME CHANGE AND THE RELATED AMENDMENT TO THE COMPANY'S AMENDED AND
RESTATED ARTICLES OF INCORPORATION. PROXY CARDS EXECUTED AND RETURNED WILL BE SO
VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
SHAREHOLDER PROPOSALS
All shareholder proposals which are intended to be presented at the Annual
Meeting of Shareholders of the Company to be held in 2001 must be received by
the Company no later than November 30, 2000 for inclusion in the proxy statement
and form of proxy relating to that meeting. It is suggested that proponents
submit their proposals by certified mail, return receipt requested. No
shareholder proposals were received for inclusion in this Proxy Statement.
If a shareholder does not seek to have a proposal included in the proxy
statement, but nevertheless wishes to present a proper proposal at the Annual
Meeting of Shareholders of the
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Company to be held in 2001, and the proposal is received by the Company on or
before February 28, 2001, the Company will provide information in the proxy
statement relating to that annual meeting as to the nature of the proposal and
how persons named in the proxy solicited by the Board of Directors intend to
exercise their discretion to vote on the proposal.
OTHER BUSINESS
The Board knows of no other business to be acted upon at the Special
Meeting. However, if any other business properly comes before the Special
Meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment. The prompt return of
your proxy will be appreciated and helpful in obtaining the necessary vote.
Therefore, whether or not you expect to attend the Special Meeting, please sign
the proxy and return it in the enclosed envelope.
By order of the Board of Directors,
/s/ Martin K. Weinbaum
Martin K. Weinbaum
Secretary
October 11, 2000
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE SENT WITHOUT
CHARGE TO ANY SHAREHOLDER REQUESTING IT IN WRITING FROM: SMITH-GARDNER &
ASSOCIATES, INC., ATTENTION: MARTIN K. WEINBAUM, SECRETARY, 1615 SOUTH CONGRESS
AVENUE, DELRAY BEACH, FLORIDA 33445-6368.
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ANNEX A
ARTICLES OF AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF SMITH-GARDNER & ASSOCIATES, INC.
Pursuant to Section 607.1006 of the Florida Business Corporation Act, the
undersigned President of Smith-Gardner & Associates, Inc., a Florida corporation
(the "Corporation"), hereby executes and submits for filing with the Department
of State, State of Florida these Articles of Amendment to the Amended and
Restated Articles of Incorporation of the Corporation to read as follows:
ARTICLE I NAME
The name of this corporation is ECOMETRY CORPORATION.
Except as hereby amended, the Amended and Restated Articles of
Incorporation of the Corporation shall remain the same.
This Amendment shall be effective upon its filing with the Florida
Department of State.
The foregoing amendment was adopted by the Board of Directors of the
Corporation at a Board of Directors Meeting held on September 14, 2000 and by a
majority of the Shareholders of the Common Stock of the Corporation at a Special
Meeting of Shareholders held on November 10, 2000. Therefore, the number of
votes cast for the amendment was sufficient for approval.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment as of this day of November, 2000.
SMITH-GARDNER & ASSOCIATES, INC.
By:
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John Marrah
President
A-1
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SMITH-GARDNER & ASSOCIATES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL
MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 10, 2000.
Gary G. Hegna and Martin K. Weinbaum, and each of them, as the true and
lawful attorneys, agents and proxies of the undersigned, with full power of
substitution, are hereby authorized to represent and to vote all shares of
Common Stock of Smith-Gardner & Associates, Inc. (the "Company") held of record
by the undersigned on October 9, 2000, at the Special Meeting of Shareholders to
be held at 9:00 a.m. on Friday, November 10, 2000, at the Embassy Suites, 661
Northwest 53rd Street, Boca Raton, Florida 33487 and any adjournment thereof.
Any and all proxies heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" PROPOSAL
NO. 1.
1. Approval and Adoption of an amendment to the Company's Amended and
Restated Articles of Incorporation to change the name of the Company to
"Ecometry Corporation".
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
2. Discretionary authority is hereby granted with respect to such other
matters as may properly come before the meeting.
IMPORTANT: PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. EACH JOINT OWNER
SHALL SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD GIVE FULL
TITLE AS SUCH. IF SIGNOR IS A CORPORATION, PLEASE GIVE FULL CORPORATE
NAME BY DULY AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON.
Dated: _________________ , 2000
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Signature
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Signature if held jointly
THE ABOVE-SIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS AND THE PROXY STATEMENT FURNISHED THEREWITH. PLEASE SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
