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
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
(as permitted by
Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
GLOBAL DIRECTMAIL CORP
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, of 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:_________________________________
(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 previously paid 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>
GLOBAL DIRECTMAIL CORP
22 HARBOR PARK DRIVE
PORT WASHINGTON, NEW YORK 11050
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------
The 1999 Annual Meeting of the Stockholders of Global DirectMail Corp will
be held at the offices of the Company, 11 Harbor Park Drive, Port Washington,
New York on Tuesday, May 18, 1999 at 2:00 p.m. for the following purposes:
1. To elect directors.
2. To consider and vote upon a proposal to change the corporate
name of the Company to Systemax Inc.
3. To consider and vote upon a proposal to ratify the
appointment of Deloitte & Touche as the Company's
independent auditors for fiscal 1999.
4. To transact such other business as may properly come before
the meeting and any and all adjournments or postponements
thereof.
The Board of Directors has fixed the close of business on March 31, 1999 as
the record date for the determination of the stockholders entitled to notice of
and to vote at the meeting and at any adjournment or postponement thereof.
Stockholders are invited to attend the meeting. Whether or not you expect
to attend, WE URGE YOU TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. If you attend the meeting, you may
vote your shares in person, which will revoke any previously executed proxy.
If your shares are held of record by a broker, bank or other nominee and
you wish to attend the meeting, you must obtain a letter from the broker, bank
or other nominee confirming your beneficial ownership of the shares and bring it
to the meeting. In order to vote your shares at the meeting, you must obtain
from the record holder a proxy issued in your name.
Regardless of how many shares you own, your vote is very important. Please
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD TODAY.
BY ORDER OF THE BOARD OF DIRECTORS
Curt S. Rush,
Secretary
Port Washington, New York
April 27, 1999
<PAGE>
GLOBAL DIRECTMAIL CORP
22 HARBOR PARK DRIVE
PORT WASHINGTON, NEW YORK 11050
------------------------
PROXY STATEMENT
------------------------
INTRODUCTION
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Global DirectMail Corp, a
Delaware corporation (the "Company"), for the 1999 Annual Meeting of the
stockholders of the Company on May 18, 1999. The Notice of Annual Meeting, this
proxy statement and the accompanying proxy are first being mailed on or about
April 27, 1999 to stockholders of record as of the close of business on March
31, 1999. You can ensure that your shares are voted at the meeting by signing,
dating and promptly returning the enclosed proxy in the envelope provided.
Sending in a signed proxy will not affect your right to attend the meeting and
vote in person. You may revoke your proxy at any time before it is voted by
notifying the Company's Transfer Agent, The Bank of New York, 101 Barclay
Street, New York, NY 10286 in writing, or by executing a subsequent proxy, which
revokes your previously executed proxy.
The Company's principal executive offices are located at 22 Harbor Park
Drive, Port Washington, New York 11050.
VOTING OF PROXIES
Proxies will be voted as specified by the stockholders. Where specific
choices are not indicated, proxies will be voted for proposals 1, 2 and 3. Under
the Delaware General Corporation Law and the Company's Amended and Restated
Certificate of Incorporation and the Company's Bylaws, (1) the affirmative vote
of a plurality of the outstanding shares of Common Stock entitled to vote and
present, in person or by properly executed proxy, at a meeting at which a quorum
is present will be required to elect or reelect a nominated director, (2) the
affirmative vote of at least a majority of the outstanding shares entitled to
vote will be required to change the corporate name of the Company to Systemax
Inc., and (3) the affirmative vote of the holders of at least a majority of the
outstanding shares of Common Stock entitled to vote and present, in person or by
properly executed proxy, at a meeting at which a quorum is present will be
required in order to ratify the appointment of Deloitte & Touche.
A quorum is representation in person or by proxy at the Annual Meeting of
at least a majority of the outstanding shares of common stock of the Company.
Abstentions will be treated as votes cast on a particular matters as well as
shares present and represented for purposes of establishing a quorum, with the
result that an abstention has the same effect as a negative vote. Where nominee
record holders do not vote on specific issues because they did not receive
specific instructions on such issues from the beneficial owners, such broker
nonvotes will not be treated as votes cast on a particular matter, and will
therefore have no effect on the vote, but will be treated as shares present or
represented for purposes of establishing a quorum.
A list of stockholders of the Company satisfying the requirements of Section
219 of the Delaware General Corporation Law shall be available for inspection
for any purpose germane to the meeting during normal business hours at the
offices of the Company at least ten days prior to the Annual Meeting.
On March 31, 1999, the record date for the 1999 Annual Meeting, there were
outstanding and entitled to vote 35,896,790 shares of Common Stock of the
Company entitled to one vote per share.
Stockholders will not be entitled to appraisal rights in connection with
any of the matters to be voted on at the Annual Meeting.
1. ELECTION OF DIRECTORS
At the meeting, six directors are to be elected to serve until their
successors have been elected and qualified. Information regarding such nominees
is set forth below.
The accompanying proxy will be voted for the election of the Board's
nominees unless contrary instructions are given. If any Board nominee is unable
to serve, which is not anticipated, the persons named as proxies intend to vote
for the other Board nominees and, unless the number of nominees is reduced by
the Board of Directors, for such other person or persons as the Board of
Directors may designate.
NOMINEES
Richard Leeds was appointed Chairman of the Board and Chief Executive
Officer of the Company in April 1995. From April 1995 to February 1996, Mr.
Leeds also served as Chief Financial Officer of the Company. From 1984 to April
1995, Mr. Leeds served as Co-President and Chief Financial Officer of certain
predecessor corporations of the Company (the "Predecessor Companies"). Mr. Leeds
joined the Company in 1982. Mr. Leeds graduated from New York University in 1982
with a B.S. in Finance. Richard Leeds is the brother of Bruce and Robert Leeds.
Bruce Leeds was appointed Vice Chairman of the Board in April 1995. Mr.
Leeds has served as President of International Operations since 1990. In
addition, he served as Director of Corporate Development of the Predecessor
Companies from 1982 through June of 1995, Secretary of the Company from April
1995 to October 1996 and as Chief Financial Officer from March 31, 1997 to
December 31, 1997. Mr. Leeds joined the Company in 1977 after graduating from
Tufts University with a B.A. in Economics.
Robert Leeds was appointed Vice Chairman and President of Domestic
Operations in April 1995. Prior to such time, Mr. Leeds served as Co-President
and head of domestic operations of the Predecessor Companies since 1982. Mr.
Leeds graduated from Tufts University in 1977 with a B.S. in Computer
Applications Engineering and joined the Company in the same year.
Robert Dooley was appointed as a Director of the Company in April 1995. Mr.
Dooley has been a Senior Vice President, Worldwide Computer Sales and Marketing,
of the Company or the Predecessor Companies since 1990. Mr. Dooley joined the
Company in 1982, and since 1983 he has worked as Senior Marketing Executive for
computer related products. Mr. Dooley graduated from Rensselaer Polytechnic
Institute in 1976 with a B.S. in Physics.
Robert D. Rosenthal was appointed as a Director of the Company in July
1995. Mr. Rosenthal is President and Chief Executive Officer of First Long
Island Investors, Inc., which he co-founded in 1983. From July 1971 until
September 1983, Mr. Rosenthal held increasingly responsible positions at
Entenmann's Inc., eventually becoming Executive Vice President and Chief
Operating Officer. Mr. Rosenthal is a 1971 CUM LAUDE graduate of Boston
University and a 1974 graduate of Hofstra University Law School.
Stacy S. Dick was appointed as a Director of the Company in November 1995.
Since August 1998 Mr. Dick has been a principal of Evercore Partners, an
investment banking firm. From 1992 until July 1998 Mr. Dick held increasingly
responsible positions at Tenneco Inc., eventually becoming Executive Vice
President of Tenneco Inc. Prior to joining Tenneco Inc. he was a Managing
Director of The First Boston Corporation, a position he held beginning in 1989.
Mr. Dick graduated from Harvard University with an AB degree MAGNA CUM LAUDE in
1978 and received a Ph.D. in Business Economics from Harvard in 1983.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS, WHICH IS
DESIGNATED AS PROPOSAL NO. 1 ON THE ENCLOSED PROXY CARD.
BOARD MEETINGS; COMMITTEES OF THE BOARD
During 1998, the Board of Directors held five meetings and acted by written
consent two times, the Audit Committee held two meetings and the Compensation
Committee held three meetings. All of the Directors attended all of the meetings
of the Board and the respective committees of the Board of which they are
members.
The Board of Directors has the following standing committees:
AUDIT COMMITTEE
The Audit Committee recommends the annual engagement of auditors, with whom
the Audit Committee will review the scope of audit and non-audit assignments,
related fees, the accounting principles used in financial reporting, internal
financial auditing procedures and the adequacy of internal control procedures.
The members of the Audit Committee are Mr. Robert D. Rosenthal and Mr. Stacy S.
Dick.
COMPENSATION COMMITTEE
The Compensation Committee reviews and approves the remuneration
arrangements for the officers and directors of the Company and reviews and
recommends new executive compensation or stock plans in which the officers
and/or directors are eligible to participate, including the granting of stock
options. Stock option grants to officers and directors must also be approved by
the Board of Directors. The members of the Compensation Committee are Messrs.
Robert Leeds, Robert D. Rosenthal and Stacy S. Dick.
COMPENSATION OF DIRECTORS
The Company's policy is not to pay compensation to Directors who are also
employees of the Company. Each Director who is not an employee of the Company is
paid a fee of $7,500 per year and $2,000 for each meeting of the Board of
Directors in which the Director participates. During 1998, both non-employee
Directors received options to purchase 2,000 shares of Common Stock pursuant to
the Company's 1995 Stock Option Plan for Non-Employee Directors.
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Company as of March 31, 1999.
NAME AGE OFFICE
---- --- -------
Richard Leeds 39 Chairman and Chief Executive
Officer
Bruce Leeds 43 Vice Chairman and President of
International Operations
Robert Leeds 43 Vice Chairman and President of
Domestic Operations
Robert Dooley 44 Director and Senior Vice
President - Worldwide
Computer Sales and Marketing
Steven M. Goldschein 53 Senior Vice President and
Chief Financial Officer
Michael J. Speiller 45 Vice President and Controller
Curt S. Rush 45 General Counsel and Secretary
Leslie Biggs 55 Commercial and Financial Director
of European Operations
For information on Richard Leeds, Bruce Leeds, Robert Leeds and Robert
Dooley, see page 2.
Steven M. Goldschein joined the Company in December 1997 and was appointed
Senior Vice President and Chief Financial Officer of the Company on January 5,
1998. From 1982 through December 1997 Mr. Goldschein was Vice President-
Administration and Chief Financial Officer of Lambda Electronics Inc. From 1980
through 1982 he was that company's Corporate Controller. Prior to that time he
was a Senior Manager with the accounting firm of Ernst & Young. Mr. Goldschein
is a 1968 graduate of Michigan State University and a Certified Public
Accountant in New York.
Michael J. Speiller has been Vice President and Controller since October
1998. From December 1997 through September 1998 Mr. Speiller was Vice President
and Chief Financial Officer of Lambda Electronics Inc. From 1982 through 1997 he
was Vice President and Controller of Lambda Electronics Inc. From 1980 through
1982 he was a divisional controller for that company. Prior to that he was an
auditor with the accounting firm of Ernst & Young. Mr. Speiller graduated in
1976 with a B.S. degree in Public Accounting from the State University of New
York at Albany and is a Certified Public Accountant in New York.
Curt S. Rush has been General Counsel to the Company since September 1996
and was appointed Secretary of the Company in October 1996. Prior to joining the
Company, Mr. Rush was employed from 1993 to 1996 as Corporate Counsel to Globe
Communications Corp. and from 1990 to 1993 as Corporate Counsel to the Image
Bank, Inc. Mr. Rush graduated from Hunter College in 1981 with a B.A. degree in
Philosophy and graduated CUM LAUDE from Brooklyn Law School in 1984 where he was
editor of the Law Review. He was admitted to the Bar of the State of New York in
1985.
Leslie Biggs has been Commercial and Financial Director of European
Operations since March 1992 when the Company acquired Misco. Mr Biggs joined
Misco in April 1990 as Financial Director. Prior to such time, Mr. Biggs was
Group Financial Controller of Electrocomponents plc, a large United Kingdom
public company and was a director of several of their domestic and overseas
operations. Mr. Biggs graduated from Kilburn Polytechnic and qualified as a
Chartered Secretary in 1967.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides certain information regarding the beneficial
ownership of the Company's Common Stock as of March 31, 1999 by (i) each of the
Company's directors and officers listed in the summary compensation table, (ii)
all directors and executive officers as a group and (iii) each person known to
the Company to be the beneficial owner of 5% or more of any class of the
Company's voting securities.
<TABLE>
<CAPTION>
AMOUNT PERCENT
AND NATURE OF OF
BENEFICIAL OWNERSHIP (1) CLASS
----------------------- ---------
DIRECTORS AND EXECUTIVE OFFICERS
<S> <C> <C>
Richard Leeds (2)................................................. 10,681,180 27.9%
Bruce Leeds (3)................................................... 8,831,595 23.1%
Robert Leeds (4).................................................. 8,831,597 23.1%
Robert Dooley (5)................................................. 49,200 *
Stacy S. Dick (6)................................................. 10,000 *
Robert D. Rosenthal (6)........................................... 18,000 *
Steven M. Goldschein (7).......................................... 15,000 *
All current directors and executive
officers of the Company (10 persons)........................... 26,075,808 68.2%
OTHER 5% STOCKHOLDERS
The Kaufman Fund (8)
145 East 45th Street, New York, NY 10017 2,500,000 6.5%
- --------------------------
(1) As used in this table "beneficial ownership" means the sole or shared power
to vote or direct the voting or to dispose or direct the disposition of any
security. A person is deemed as of any date to have "beneficial ownership"
of any security that such person has a right to acquire within 60 days
after such date. Any security that any person named above has the right to
acquire within 60 days is deemed to be outstanding for purposes of
calculating the ownership percentage of such person, but is not deemed to
be outstanding for purposes of calculating the ownership percentage of any
other person. Unless otherwise stated, each person owns the reported shares
directly and has the sole right to vote and determine whether to dispose of
such shares.
(2) Includes 1,856,083 shares owned by a limited partnership of which Richard
Leeds is the general partner. Also includes 2,737,398 shares owned by
irrevocable trusts for the benefit of his brothers' children for which
Richard Leeds acts as co-trustee and 100,000 shares owned by a limited
partnership in which Richard Leeds has an indirect pecuniary interest.
(3) Includes 2,737,647 shares owned by irrevocable trusts for the benefit of
his brothers' children for which Bruce Leeds acts as co-trustee and 100,000
shares owned by a limited partnership in which Bruce Leeds has an indirect
pecuniary interest.
(4) Includes 2,737,647 shares owned by irrevocable trusts for the benefit of
his brothers' children for which Robert Leeds acts as co-trustee and
100,000 shares owned by a limited partnership in which Robert Leeds has an
indirect pecuniary interest.
(5) Includes options to acquire 40,000 shares which are currently exercisable
pursuant to the terms of the Company's 1995 Long-Term Stock Incentive Plan.
(6) Includes for each person options to acquire a total of 9,000 shares which
are exercisable immediately pursuant to the terms of the Company's 1995
Stock Plan for Non-Employee Directors.
(7) Includes options to acquire 15,000 shares which are currently exercisable
pursuant to the terms of the Company's 1995 Long-Term Stock Incentive Plan.
(8) This information is based on the stockholder's Schedule 13G filing for the
year ended 12/31/98.
- ----------------
* less than 1%
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten 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 ("SEC") and any
exchange on which the Company's securities may be traded. Officers, directors
and ten-percent stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Form 5 were
required for those persons, the Company believes that all such filing
requirements for the year ended December 31, 1998 were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LEASES AND RELATED GUARANTEES
The Company currently has leases for facilities in Port Washington, NY and
Suwanee, GA, with 2RB Associates Co. ("2RB") and Addwin Realty Associates
("Addwin"), entities owned by Richard Leeds, Bruce Leeds and Robert Leeds,
directors of the Company and the Company's three senior executive officers and
principal stockholders. The Company has also guaranteed rental payments under
its lease with 2RB for the Port Washington, NY facility to the mortgagor of such
facility. Rent expense under all such leases aggregated $1.6 million for the
year ended December 31, 1998.
STOCKHOLDERS AGREEMENT
Certain members of the Leeds family (including Richard Leeds, Bruce Leeds
and Robert Leeds) and Leeds' family trusts entered into a Stockholders Agreement
pursuant to which the parties to such agreement agreed to vote in favor of the
nominees of the Board of Directors designated by the holders of a majority of
the shares of Common Stock held by such stockholders. In addition, such
agreement prohibits the sale of shares of Common Stock held by such stockholders
without the consent of the holders of a majority of the shares held by all
parties to such agreement, subject to certain exceptions, including sales
pursuant to an effective registration statement and sales made in accordance
with Rule 144. Such agreement also grants certain drag-along rights in the event
of the sale of all or a portion of the Common Stock held by holders of a
majority of the shares held by such stockholders. As of December 31, 1998, the
parties to the Stockholders Agreement beneficially owned 27,127,875 shares of
Common Stock subject to such agreement (constituting approximately 75.6% of the
Common Stock outstanding).
Pursuant to the Stockholders Agreement, the Company granted to the then
existing stockholders party to such agreement demand and incidental, or
"piggy-back," registration rights with respect to the Common Stock. The demand
registration rights generally provide that the holders of a majority of the
shares held by such stockholders may require, subject to certain restrictions
regarding timing and number of shares, that the Company register under the
Securities Act all or part of the Common Stock held by such stockholders.
Pursuant to the incidental registration rights, the Company is required to
notify such stockholders of any proposed registration of the Common Stock under
the Securities Act and if requested by any such stockholder to include in such
registration any number of shares of Common Stock held by it subject to certain
restrictions. The Company has agreed to pay all expenses and indemnify any
selling stockholders against certain liabilities, including under the Securities
Act, in connection with registrations of Common Stock pursuant to such
agreement.
RELATED SUPPLIER
One of the Company's suppliers is 50% owned by Richard Leeds, Bruce Leeds,
Robert Leeds and other members of their immediate family. Purchases from this
supplier were approximately $1.8 million for the year ended December 31, 1998
and the Company believes that those purchases were made at arms-length.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation earned by the Chief
Executive Officer ("CEO") and the four most highly compensated executive
officers other than the CEO for the year ended December 31, 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) OPTIONS (#)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richard Leeds 1998 $ 350,000 $ 75,000 $ 2,261 -
Chairman and Chief Executive Officer 1997 300,000 - 2,261 -
1996 300,000 - 2,062 -
Bruce Leeds 1998 $ 350,000 $ 75,000 $ 2,519 -
Vice Chairman and President of 1997 300,000 - 2,519 -
International Operations 1996 300,000 - 1,409 -
Robert Leeds 1998 $ 350,000 $ 75,000 $ 2,444 -
Vice Chairman and President of 1997 300,000 - 2,444 -
Domestic Operations 1996 300,000 - 2,309 -
Robert Dooley 1998 $ 289,380 $ 100,000 $ 4,594 20,000
Director and Senior Vice President - 1997 275,600 100,000 4,919 60,000
Worldwide Computer Sales and Marketing 1996 262,600 100,000 3,840 -
Steven Goldschein 1998 $ 310,000 $ 75,000 $ 864 -
Senior Vice President and Chief 1997 N/A N/A N/A 75,000
Financial Officer 1996 N/A N/A N/A N/A
- ----------------
(1) Includes the Company's pension and profit sharing plan contributions,
automobile and gasoline allowance and excess life insurance coverage over
$50,000.
</TABLE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
------------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT
NUMBER OF OPTIONS ASSUMED ANNUAL
SECURITIES GRANTED TO RATES OF STOCK
UNDERLYING EMPLOYEES EXERCISE OR PRICE APPRECIATION
OPTIONS IN FISCAL BASE PRICE EXPIRATION FOR OPTION TERM
NAME GRANTED(#) YEAR ($/SHARE) DATE 5%($) 10%($)
- ---- ----------- ---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Richard Leeds -- -- -- -- -- --
Bruce Leeds -- -- -- -- -- --
Robert Leeds -- -- -- -- -- --
Robert Dooley 20,000 (1) 4.3% $12.38 10/20/2008 $155,651 $394,450
Steven Goldschein -- -- -- -- -- --
- ---------------
(1) These options were granted on 10/20/98 and become exercisable in equal
portions on the third, fourth, and fifth anniversaries of such date.
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES AT DECEMBER AT DECEMBER
ACQUIRED 31, 1998(#) 31, 1998
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Richard Leeds - - - -
Bruce Leeds - - - -
Robert Leeds - - - -
Robert Dooley - - 40,000/160,000 $235,000/$1,042,500
Steven Goldschein - - 15,000/60,000 $111,975/$447,900
</TABLE>
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
The report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The Compensation Committee of the Board of Directors is responsible for
administering the executive compensation plans and programs of the Company and
for making recommendations to the Board of Directors regarding the compensation
of and benefits provided to the Chief Executive Officer and the other executive
officers.
In establishing compensation and benefit levels for executive officers, the
Committee seeks to (1) attract and retain individuals of superior ability and
managerial talent, (2) motivate executive officers to increase Company
performance primarily for the benefit of its stockholders but also for the
benefit of its customers and other constituencies and (3) reward executives for
superior individual contributions to the achievement of the Company's business
objectives. To these ends, the Company's executive compensation package may
consist of a base salary, annual cash bonus compensation and stock-based
long-term incentive awards.
Salary levels generally are determined based on the Committee's subjective
assessment of prevailing levels among the Company's competitors. At higher
levels, however, individual and Company performance will be given greater
weight, along with competitive considerations.
In establishing annual bonuses, the Committee considers such factors
relating to the Company's overall performance as it, in its discretion,
considers to be appropriate and assigns such weight to each such factor as it
considers to be appropriate. The Committee may also consider its assessment of
each individual's contribution to the improvement of operating results, growth,
profitability and efficient operation of the Company.
Stock-based incentives, at the present time consisting of stock options
granted at 100% of the stock's fair market value on the grant date, constitute
the long-term portion of the Company's executive compensation package. Stock
options provide an incentive for executives to increase the Company's stock
price and therefore, the return to the Company's stockholders. The vesting of
certain executive stock options may be accelerated based upon the achievement of
certain financial objectives by certain divisions of the Company. The number and
timing of stock option grants are decided by the Committee based on its
subjective assessment, with the advice of independent consultants, of prevailing
levels of similar compensation among the Company's competitors. Stock option
grants to officers and directors must be approved by the Board of Directors.
Robert Leeds
Robert D. Rosenthal
Stacy S. Dick
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No members of the Company's Compensation Committee other than Robert Leeds
are employed by the Company. No director of the Company served during the last
completed fiscal year as an executive officer of any entity whose compensation
committee (or other comparable committee, or the Board, as appropriate) included
an executive officer of the Company. There are no "interlocks" as defined by the
Securities and Exchange Commission.
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The graph below compares cumulative total return of the Company, the S & P
500 and the S & P 500 Retail Trade Index for the period beginning June 29, 1995
through December 31, 1998. The stock price performance shown on the graph below
is not necessarily indicative of future price performance. The graph and chart
assumes that the value of the investment in the Company's Common Stock and for
each index was $100 on June 29, 1995 and reflects reinvestment of dividends and
market capitalization weighing.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Cumulative Total Return ($)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Registrant/Index 6/29/95 12/31/95 12/31/96 12/31/97 12/31/98
===============================================================================================================================
Global DirectMail 100 144 228 91 122
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 (Retail Index) 100 99 115 165 264
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 (1970 Index) 100 115 141 188 242
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2. PROPOSAL TO CHANGE THE CORPORATE NAME OF THE COMPANY TO SYSTEMAX INC.
The Board of Directors of the Company has adopted a resolution proposing to
the Company's stockholders that the corporate name of the Company be changed to
Systemax Inc. The Board of Directors has recommended the name change to better
reflect the Company's current status as a marketer of computers and computer
products and to enhance awareness of the Company and its Systemax(TM) brand of
build-to-order PCs. Under Delaware law, a change in the corporate name requires
an amendment to the Company's Certificate of Incorporation which can be
effectuated only upon a resolution of the Board of Directors and a vote in favor
of the amendment by the holders of a majority of the outstanding shares of
Common Stock entitled to vote thereon. Accordingly, a motion will be presented
to amend Article FIRST of the Company's Certificate of Incorporation to read
"The name of the Corporation is "Systemax Inc."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF CHANGING THE CORPORATE NAME
OF THE COMPANY TO SYSTEMAX INC., WHICH IS DESIGNATED AS PROPOSAL NO. 2 ON THE
ENCLOSED PROXY CARD.
3. INDEPENDENT PUBLIC ACCOUNTANTS
On the recommendation of the Audit Committee of the Board of Directors, the
Board has appointed Deloitte & Touche LLP as auditors for the fiscal year 1999,
subject to ratification by the stockholders. Deloitte & Touche LLP has audited
the financial statements of the Company since the fiscal year 1993.
Representatives of Deloitte & Touche LLP are expected to attend the 1999
Annual Meeting, where they will have the opportunity to make a statement if they
wish to do so and will be available to answer appropriate questions from the
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT
OF AUDITORS, WHICH IS DESIGNATED AS PROPOSAL NO. 3 ON THE ENCLOSED PROXY CARD.
SOLICITATION OF PROXIES
The cost of soliciting proxies for the 1999 Annual Meeting will be borne by
the Company. In addition to solicitation by mail, solicitations may also be made
by personal interview, fax and telephone. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to send proxies
and proxy material to their principals, and the Company will reimburse them for
expenses in so doing. Consistent with the Company's confidential voting
procedure, directors, officers and other regular employees of the Company, as
yet undesignated, may also request the return of proxies by telephone or fax, or
in person.
ANNUAL REPORT
The Annual Report of the Company for the year ended December 31, 1998 was
first mailed to all stockholders with this proxy statement.
STOCKHOLDER PROPOSALS
The Company's By-Laws require that stockholder proposals intended to be
presented at an Annual Meeting, including proposals for the nomination of
directors, must be received by the Company 60 days in advance of the anniversary
date of the immediately preceding annual meeting, or by March 22, 2000, to be
considered for the 2000 Annual Meeting. The requirements for submitting such
proposals are set forth in the Company's By-Laws.
Stockholder proposals intended to be considered for inclusion in the
Company's proxy statement for presentation at the 2000 Annual Meeting must be
received by the Company by December 31, 1999.
OTHER MATTERS
The Board of Directors does not know of any matter other than those
described in this proxy statement that will be presented for action at the
meeting. If other matters properly come before the meeting, the persons named as
proxies intend to vote the shares they represent in accordance with their
judgment.
FINANCIAL STATEMENTS
Reference is made to the Consolidated Financial Statements of the Company
(including the independent auditors' report thereon and the notes thereto) and
Management's Discussion and Analysis of Financial Condition and Results of
Operations which are hereby incorporated by reference from the 1998 Annual
Report enclosed with this Proxy Statement.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1998 MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST. SUCH
REQUEST SHOULD BE SENT TO: GLOBAL DIRECTMAIL CORP, 22 HARBOR PARK DRIVE, PORT
WASHINGTON, NEW YORK 11050, ATTENTION: KELLY MAUDE, INVESTOR RELATIONS DIRECTOR
GLOBAL DIRECTMAIL CORP
PROXY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Curt Rush and Kelly Maude and each of them,
with power of substitution, attorneys and proxies to represent and to vote all
shares of Common Stock of Global DirectMail Corp (the "Company") which he
undersigned is entitled to vote at the Annual Meeting of Stockholders of Global
DirectMail Corp to be held on May 18, 1999 at 2:00 p.m. local time, and at any
adjournments or postponements thereof.
Under the Company's By-Laws, business transacted at the Annual Meeting of
Stockholders is confined to the purposes stated in the Notice of the Meeting.
This Proxy will, however, convey discretionary authority to the persons named
herein as proxies to vote on matters incident to the conduct of the Meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE NOMINEES AND FOR PROPOSALS 2 AND 3.
(Continued and to be dated and signed on the reverse side.)
GLOBAL DIRECTMAIL CORP
P.O. BOX 11243
NEW YORK, N.Y. 10203-0243
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<S> <C> <C> <C>
1. Election of Directors FOR all nominees / / WITHHOLD AUTHORITY to vote / / EXCEPTIONS / /
Directors listed below for all nominees listed below
Nominees: Richard Leeds, Bruce Leeds, Robert Leeds, Robert Dooley, Robert Rosenthal, Stacy S. Dick
(INSTRUCTIONS: To withhold authority to vote for any individual nominees, mark the "Exceptions" box and write that
nominees's name in the space provided below.)
Exception ___________________________________________________________________________________
2. To consider and vote upon a proposal to change the Corporate name of the 3. To consider and vote upon a proposal to ratify
Company to "Systemax Inc." the appointment of Deloitte & Touche as the
Company's independent auditors for fiscal 1999.
FOR / / AGAINST / / ABSTAIN / / FOR / / AGAINST / / ABSTAIN / /
4. To transact such other business as may properly come before the meeting
and any and all adjournments or postponements thereof.
Change of Address and
or Comments Mark Here / /
The signature on this Proxy should correspond exactly with stockholder's
name as printed to the left, in this case of joint transaction, co-executors,
or co-trustees both should sign. Persons signing as Attorney, Executor,
Administrator, Trustee or Guardian should give their full title.
Dated:___________________________, 1999
_________________________________
Signature
_________________________________
Signature
Votes must be indicated
(x) in Black or Blue ink. / /
(Please sign, date and return this proxy in the enclosed postage prepaid envelope.)
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