SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
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)
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ITEX CORPORATION
(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
[ ] 125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] 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 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.: ____________________________
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4) Date Filed: ______________________________________________________________
Supplemental Information
To Proxy Statement dated December 6, 2002
ITEX CORPORATION
1. Board Committees: The committees of the Board of Directors met the
following number of times in fiscal 2002: Executive Committee, seven times;
Audit Committee, nine times; Special Committee, ten times; Compensation
Committee, seven times. All of the Audit Committee members are "independent" as
defined in Rule 4200 of the listing standards of the National Association of
Securities Dealers. The Company does not believe that as many committee meetings
will be required in fiscal 2003 as were required in fiscal 2002 because the
restructuring and reorganization of the Company implemented in fiscal 2002 is
substantially complete.
2. Board Compensation: The proxy statement sets forth the standard cash and
stock-based compensation for Board members. In January 2002, in light of the
cash position of the Company at that time, the outside Board members were paid
their cash directors' fees in the form of Common Stock valued at the then per
share price of $.09. Accordingly, for the period from February through July
2002, each of the outside directors (except Dr. Bronston) received 100,000
shares of Common Stock in lieu of $10,000 in cash fees; Dr. Bronston received
75,000 shares of Common Stock in lieu of $7,500 in cash fees. In addition, the
Board may authorize additional compensation for extraordinary service or
circumstances. In fiscal 2002, in addition to the standard compensation
described in the proxy statement, the Board awarded 150,000 shares of Common
Stock to Mr. Elder and 60,000 shares of Common Stock to Mr. Dethman in
recognition of the extensive amount of time and effort they spent serving on the
Special Committee and assisting management in restructuring and reorganizing the
Company. The Common Stock was valued at $.08 per share at the time of grant and
the Company made an additional cash payment to reimburse the recipients for
related tax liability in the aggregate amount of $8,900. The Board has no
current intent to make any such extraordinary awards in fiscal 2003.
3. Additional Disclosure for Proposal 2 -- 2003 Equity Incentive Plan: The
Company cannot now determine the exact number of options to be granted in the
future to the executive officers named under "COMPENSATION OF ITEX MANAGEMENT",
all current executive officers as a group or all other employees (including
current officers who are not executive officers) as a group. See "COMPENSATION
OF ITEX MANAGEMENT--Options Granted in Last Fiscal Year" and the related table
(the "Compensation Table") for information about the executive officers. In
fiscal 2002, options to purchase 1,025,000 shares of Common Stock of the Company
were granted to all executive officers shown in the Compensation Table as a
group and options to purchase 190,000 shares of Common Stock of the Company were
granted to all other employees (including current officers who are not executive
officers) as a group.
4. Additional disclosure of fees paid to the Company's independent auditors
are as follows:
Fees related to quarterly reviews and annual audit $ 86,316
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Other fees:
Acquisition audit and proforma information on
ubarter.com $ 47,637
Tax return preparation for 1999, 2000 and 2001
tax returns 35,603
Other 1,807
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Total $ 85,047
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