SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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 Rule 14a-11(c) or Rule 14a-12
ARC COMMUNICATIONS INC.
(Name of Registrant as Specified In Its Certificate of Incorporation)
N/A
(Name of Person(s) Filing Proxy Statement, if other than 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 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:
----------------------------------------------------------------------
(Arc's logo)
(Arc's Address)
August 21, 2000 (date of mailing)
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Arc Communications Inc. which will be held on September 20, 2000, at 9:00 a.m.
(local time), at the Courtyard by Marriot located at 245 Half Mile Road, Red
Bank, NJ.
After reading the enclosed proxy statement, please mark, date, sign and
return, at your earliest convenience, the enclosed form of proxy in the prepaid
envelope to ensure that your shares will be represented. YOUR SHARES CANNOT BE
VOTED UNLESS YOU SIGN, DATE AND RETURN THE ENCLOSED PROXY OR ATTEND THE ANNUAL
MEETING IN PERSON.
The Board of Directors and Management look forward to seeing you at the
Meeting.
Sincerely yours,
/s/ Steven H. Meyer
---------------------------------
Steven H. Meyer
Chief Executive Officer
ARC COMMUNICATIONS INC.
(A NEW JERSEY CORPORATION)
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
THE APPROXIMATE MAILING DATE OF THIS NOTICE IS AUGUST 21, 2000
To the Shareholders of
ARC COMMUNICATIONS INC.
The Annual Meeting of Shareholders of Arc Communications Inc. (the
"Corporation") will be held at 9:00 a.m., local time, September 20, 2000, at the
Courtyard By Marriot, located at 245 Half Mile Road, Red Bank, NJ, to consider
and vote on the following matters described under the corresponding numbers in
the attached Proxy Statement:
(1) The election of 3 directors;
(2) To ratify the re-appointment of Richard A. Eisner & Company, LLP as
independent auditors of the Corporation; and
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders of record at the close of business on August 11, 2000 are the
only shareholders entitled to notice of and to vote at the Annual Shareholders
Meeting. The list of such shareholders will be available for inspection by
shareholders at the time and place of the meeting in accordance with Section
14A:5-8 of the New Jersey Business Corporation Act at the offices of the
Corporation, 788 Shrewsbury Avenue, Tinton Falls, New Jersey 07724. The stock
transfer books of the Corporation will not be closed.
WHETHER OR NOT YOU EXPECT TO BE PRESENT, PLEASE FILL IN, SIGN AND MAIL THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS. THE PROXY IS
REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN THE EVENT YOU ATTEND THE
MEETING.
By Order of the Board of Directors,
Ethel Kaplan
Secretary
Requests for additional copies of the proxy material should be addressed to
the Secretary, Arc Communications Inc., 788 Shrewsbury Avenue, Tinton Falls, New
Jersey 07724.
Arc Communications Inc.
788 Shrewsbury Avenue
Tinton Falls, New Jersey 07724
-----------------
PROXY STATEMENT
-------------------
ANNUAL MEETING OF SHAREHOLDERS
The Approximate Date of This Proxy Statement is August 21, 2000
The enclosed Proxy is solicited by the Board of Directors of Arc
Communications Inc. (the "Corporation") in connection with the Annual Meeting of
Shareholders to be held on September 20, 2000. The Board of Directors has fixed
August 11, 2000 at the close of business, as the record date for the
determination of shareholders entitled to vote at the meeting. Any Proxy
received by the Board of Directors may be revoked, either in writing or in
person, by the recordholder of the shares covered thereby, if such revocation is
received by the Corporation at any time prior to said Proxy being exercised. It
is anticipated that this Proxy Statement and the enclosed Notice and Proxy first
will be mailed to shareholders of record on or about August 21, 2000.
All Proxies will be voted in accordance with the instructions contained
therein and if no choice is specified will be voted in favor of the election as
directors of the persons named herein. The Corporation knows of no reason why
any of the nominees named herein would be unable to serve. In the event,
however, that any such nominees should, prior to the election, become unable to
serve as a director, the Proxy will be voted for such substitute nominee, if
any, as the Board of Directors shall propose.
The Annual Report of Form 10-KSB of the Corporation, including financial
statements for the year ended December 31, 1999, is enclosed herewith, but
without exhibits, as filed with the Securities and Exchange Commission. Any
shareholder may, by written request directed to the Secretary, Arc
Communications Inc., 788 Shrewsbury Avenue, Tinton Falls, New Jersey 07724,
request a copy of one or more exhibits thereto, in which case, the Corporation's
reasonable expenses of furnishing such exhibits may be charged.
VOTING SECURITIES
All the voting power of the Corporation is vested in its Common Stock. As
of the close of business on June 30, 2000, 13,713,122 shares (not including
692,000 shares of Common Stock vested to all employees pursuant to the
Corporation's Employee Stock Option Plan) of Common Stock, par value $.001 per
share, were outstanding. Each share of Common Stock is entitled to one vote. For
the purposes of the calculations in the chart below, the total number of shares
issued and outstanding includes the 692,000 shares of Common Stock vested to all
employees as a whole pursuant to the Corporation Employee Stock Option Plan.
Set forth below is information concerning the ownership as of June 30, 2000
of the Company's Common Stock beneficially owned by each officer and director of
the Corporation and each shareholder who holds more than five (5%) percent of
the outstanding shares of the Common Stock of the Corporation. Further, the
beneficial owners found below have sole voting and investment power over the
shares of Common Stock of the Corporation.
1
Name and Address
Title of Class of Beneficial Owner Amount Percent of Class
- -------------- ------------------- ------ ----------------
Common Stock
Ethel Kaplan (1) 4,624,270 32.1%
6 Edwards Point Road
Rumson, New Jersey 07760
Steven H. Meyer(2) 2,349,520 16.3%
7 Emma Drive
Wayside, New Jersey 07712
Kenneth P. Meyer(3) 2,348,187 16.3%
7 Wemrock Drive
Wayside, New Jersey 07712
Michael Rubel(4) 250,000 1.7%
6 Almark Terrace
Wayside, New Jersey 07712
John Lisovitch(5) 125,000 .9%
75 White Plains Road
Columbus, New Jersey 08022
Rick Fulton(6) 30,000 .2%
38 Main Street
Oceanport, NJ 07757
Thomm Rittenhouse(7) 88,200 .6%
26 Jacob Drive
Howell, NJ 07731
All Directors as a Group 9,321,977 64.7%
All Officers as a Group 9,815,177 68.1%
(1) Ethel Kaplan is a Director and Secretary of the Corporation. Does not
include 90,000 shares held by three trusts to which Ms. Kaplan is
custodian under the uniform gift to minors act. This figure includes
the option to purchase 150,000 shares of the Corporation's Common
Stock pursuant to Ms. Kaplan's Stock Option Agreement, 75,000 shares
are currently vested.
(2) Steven Meyer is a Director, the Chief Executive Officer and the
President of the Corporation. This figure includes the option to
purchase 75,000 shares of the Corporation's Common Stock pursuant to
Mr. Meyer's Stock Option Agreement, 37,500 shares of which are
currently vested. Kenneth Meyer and Steven Meyer are brothers.
(3) Kenneth Meyer is a Director and the Vice President Creative Manager of
the Corporation. This figure includes the option to purchase 75,000
shares of the Corporation's Common Stock pursuant to Mr. Meyer's Stock
Option Agreement, 37,500 shares of which are currently vested. Kenneth
Meyer and Steven Meyer are brothers.
(4) Michael Rubel is the Corporation's Chief Operating Officer. This
figure includes the option to purchase 300,000 shares of the
Corporation's Common Stock pursuant to Mr. Rubel's Stock Option
Agreement, 150,000 shares of which are currently vested.
2
(5) John Lisovitch is the Information Technology Vice President. This
figure includes the option to purchase150,000 shares of the
Corporation's Common Stock pursuant to Mr. Lisovitch's Stock Option
Agreement, 75,000shares of which are currently vested.
(6) Rick Fulton is the Vice President of Sales. This figure includes the
option to purchase 80,000 shares of common stock of which 30,000 have
vested.
(7) Thomm Rittenhouse is the Vice President of New Media. This Figure
includes the option to purchase 100,000 shares of common stock of
which 75,000 have vested. He also owns 13,200 shares of the
Corporation's common stock.
NOMINEES
Three Directors are to be elected at the Annual Meeting, each to hold
office until the next annual meeting and until his successor is elected and
qualified.
The following table sets forth certain information furnished to the
Corporation regarding the persons who are nominees for the election as directors
of the Corporation.
Name Age Position
Steven H. Meyer 37 Chief Executive Officer, President and Director
Kenneth P. Meyer 40 Vice President Creative Manager and Director
Ethel Kaplan 67 Secretary and Director
The Board of Directors of the Corporation consists of three persons.
Directors serve until the next annual meeting of shareholders or until their
successors are duly elected and qualified. Officers are elected to serve,
subject to the discretion of the Board of Directors, until their successors are
appointed. None of the Directors of the Corporation hold directorships in any
other public companies.
STEVEN H. MEYER has served as the Corporation's Chief Executive Officer and
President since its inception. From 1987 to 1992, Mr. Meyer founded and was
employed by Slide Effects, Inc. Mr. Meyer received a Bachelor of Fine Arts
degree from Syracuse University in 1983. Mr. Meyer is the brother of Kenneth
Meyer who is also an officer and director of the Corporation.
KENNETH P. MEYER has served as the Corporation's Vice President Creative
Manager and Director since 1993. Mr. Meyer was a Vice President of Slide
Effects, Inc. from 1989 to 1993. Mr. Meyer attended the University of Florida
from 1976 to 1982 majoring in Fine Arts. Mr. Meyer is the brother of Steven
Meyer who is also an officer and director of the Corporation.
ETHEL KAPLAN has served as the Corporation's Secretary and Director since
1993. Ms. Kaplan was the founder and President of Arc Technologies, Inc. from
1989 to 1993. Ms. Kaplan attended Syracuse University and Alfred University.
Steven H. Meyer, Kenneth P. Meyer and Ethel Kaplan were elected as
directors in 1992. Each director has served continuously since he/she was first
elected.
The Board of Directors held no formal meetings during the last calendar
year.
3
EXECUTIVE OFFICERS
The following table summarizes all executive officers and directors of the
Corporation as of June 30, 2000.
Name Age Position Held
Steven H. Meyer 39 Chief Executive Officer, President and Director
Michael Rubel 46 Chief Operating Officer
Kenneth P. Meyer 42 Vice President Creative Manager and Director
Ethel Kaplan 68 Secretary and Director
John Lisovitch 52 Vice President Information Technology Services
Rick Fulton 46 Vice President of Sales
Thom Rittenhouse 36 Vice President of New Media
4
EXECUTIVE COMPENSATION
The following table sets forth summary information concerning compensation
paid or accrued by the Corporation for services rendered during the fiscal year
ended December 31, 1999, to the Corporation's Chief Executive Officer and the
other most highly compensated executive officer.
SUMMARY COMPENSATION TABLE1
Annual Compensation Long Term Compensation
------------------------ -----------------------------
Other
Annual Securities
Compensa- Underlying All Other
Name Year Salary ($) Bonus tion ($) Options Compensation
- ---------------- ---- ---------- ----- --------- ----------- ------------
Steven H. Meyer 1999 97,308 none 3,149 75,000(2) none
1998 88,093 none 3,103 none
1997 86,648 none none none none
Michael Rubel 1999 125,000 none none 150,000(3) none
1998 139,031 none none 150,000(3) none
Kenneth P. Meyer 1999 97,308 none 6,204 75,000(1) none
1998 88,093 none 6,150 none
1997 83,090 none
1999 97,308 none 5,442 150,000(1) none
Ethel Kaplan
1998 88,093 none 5,363 none
1997 86,648
John Lisovitch 1999 124,000 none none 150,000(1)
none
1998 138,031 none none none
(1) This table does not include Messrs. Fulton and Rittenhouse who were not
officers of the Corporation during the year ended December 31, 1999.
(2) 25% of these options vested as of December 31, 1999.
(3) Mr. Rubel holds options to purchase 300,000 shares of the Corporation's
Common Stock pursuant to his employee Stock Option Agreement. Of those
300,000 options, 150,000 have vested.
5
Compensation Pursuant To Plans
Total cash compensation paid to all executive officers as a group for
services provided to the Corporation and its subsidiaries in all capacities
during the fiscal year ended December 31, 1999 aggregated $555,719. Set forth
below is a summary compensation table prepared in accordance with the applicable
rules of the Securities and Exchange Commission.
OPTIONS OF MANAGEMENT
Individual Grants(1)
Number of Employees in
Securities Fiscal Year in
Underlying which Options Expiration
Name Options Granted were Granted Exercise Price Date
- ----------------------------------------------------------------------------------------------------
Steven H. Meyer 75,000 9.43% $0.50 2003
Michael Rubel 150,000 18.86% $0.50 2003
150,000 27.77% $0.50 2001
Kenneth P. Meyer 75,000 9.43% $0.50 2003
Ethel Kaplan 150,000 18.86% $0.50 2003
John Lisovitch 150,000 18.86% $0.50 2003
(1) Does not include the options issued to Messrs. Fulton and Rittenhouse.
The Corporation has issued to Mr. Fulton options to purchase 80,000
shares of common stock of which 30,000 have vested. The Corporation
has also issued to Mr. Rittenhouse options to purchase 100,000 shares
of common stock of which 75,000 have vested. Mr. Rittenhouse also owns
13,200 shares of the Corporation's common stock.
Business Experience
See Election of Directors-Nominees for business experience for Ms. Kaplan
and Messrs. Meyer and Meyer.
MICHAEL RUBEL has served as the Corporation's Chief Operating Officer since
July of 1998. Mr. Rubel was the co-founder and eventually President and Chief
Executive Officer of CMP Advertising ("CMP") from 1976 to 1992. He then formed
The Navesink River Group which merged with the Company. Mr. Rubel received a
Bachelor of Science degree in accounting from Fairleigh Dickenson University in
1975.
JOHN LISOVITCH has served as the Corporation's Vice President of
Information Technology since 1997. Mr. Lisovitch was employed by CMP from 1988
to 1992. He joined with Mr. Rubel to form The Navesink River Group which merged
with the Company. Mr. Lisovitch received a degree from Pennsylvania State
University with a Bachelor of Arts degree in Advertising and Journalism in 1968.
6
RICK FULTON, has served as the Corporation's Vice President of Sales since
1999. Mr. Fulton joined the Corporation in 1999 as Director of Internet
Marketing. He has extensive Internet management and business development
experience, and has been developing strategy and marketing solutions for the
Internet since 1995. He is a graduate of the University of Maryland, and spent
more than 10 years with Dean Witter and Merrill Lynch where he also earned the
coveted CFP designation. Rick is the author of Secrets of Internet Marketing
Pros, a web based publication.
THOM RITTENHOUSE, has served as the Corporation's Vice President of New
Media Services, since 2000. Mr. Rittenhouse joined the Corporation in September
1993 as an art director in charge of interactive multi-media. Prior to joining
the Corporation, Mr. Rittenhouse ran his own design firm in New Jersey. Mr.
Rittenhouse is responsible for the Corporation's expanding role in the
architecture of electronic commerce, business-to-business, and
business-to-consumer web sites as well as the management of art directors and
html and java programmers.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company was not during the last two years and is not presently a party
to any transaction exceeding $60,000 with any of the following persons: (i) any
director or executive officer of the Company; (ii) any nominee for election as a
director; (iii) any holder of 5% or more of any class of the Company's voting
securities; and (iv) any member of the immediate family of any person in
(i),(ii) or (iii) above.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
To the Corporation's knowledge, based solely on a review of the copies of
the reports required pursuant to Section 16(a) of the Exchange Act that have
been furnished to the Corporation and written representations that no other
reports were required, during the year ending December 31, 1999, all Section
16(a) filing requirements applicable to its directors, executive officers and
greater than 10% beneficial owners have been met.
RATIFICATION OF RE-APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has re-appointed the firm Richard A. Eisner, LLP as
independent auditors for the year ending December 31, 2000, subject to
ratification by the shareholders at the Annual Meeting. Representatives of
Richard A. Eisner, LLP are expected to attend the Annual Meeting, will be
afforded an opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions by shareholders.
OTHER MATTERS
The Board of Directors knows of no matters to be presented at the meeting
other than those set forth in the foregoing Notice of Annual Meeting. If other
matters properly come before the meeting, the persons named on the accompanying
form of proxy intend to vote the shares subject to such Proxies in accordance
with their best judgment.
7
Additional Information
The cost of solicitation of Proxies will be borne by the Corporation. If
necessary to insure satisfactory representation at this meeting, Proxies may be
solicited to a limited extent by telephone, telegraph or personal interview by
officers and employees of the Corporation, except for actual out-of- pocket
communication charges. Brokerage houses, banks, custodians, nominees and
fiduciaries are being requested to forward the proxy material to beneficial
owners and their reasonable expenses therefore will be reimbursed by the
Corporation.
Shareholder's Proposals
From time to time, shareholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and for consideration at the
Annual Meeting. To be considered, proposals must be submitted on a timely basis.
Proposals for the 2000 Annual Meeting must be received by the Corporation no
later than September 11, 2000.
8
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ARC
COMMUNICATIONS INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER
20, 2000
The undersigned shareholder of Arc Communications Inc., a New Jersey
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, each dated August 21, 2000, and
hereby appoints Ethel Kaplan and Michael Rubel or either of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the Annual Meeting of
Shareholders of Arc Communications Inc. to be held on September 20, 2000 at 9:00
a.m., local time, at the Courtyard By Marriot, located at 245 Half Mile Road,
Red Bank, NJ, and at any adjournment or postponement thereof, and to vote all
shares of Common Stock which the undersigned would be entitled to vote if then
and there personally present, on the matters set forth below:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as indicated).
[ ] WITHHOLD authority to vote for all nominees listed below.
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW:
Steven H. Meyer
Kenneth P. Meyer
Ethel Kaplan
2. PROPOSAL TO RATIFY THE RE-APPOINTMENT OF RICHARD A. EISNER & COMPANY,
LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2000:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE SIGN ON REVERSE SIDE AND RETURN IMMEDIATELY. ANY SHAREHOLDER COMPLETING
THIS PROXY THAT FAILS TO MARK ONE OF THE BOXES FOR THE PROPOSAL WILL BE DEEMED
TO HAVE GIVEN THE PROXY HOLDERS COMPLETE DISCRETION IN VOTING HIS, HER, OR ITS
SHARES FOR SUCH PROPOSAL AT THE MEETING, OR, IN THE CASE OF ELECTION OF
DIRECTORS, FOR EACH OF THE LISTED NOMINEES. IF A BOX IS CHECKED, YOUR SHARES
SHALL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS.
9
Date: ____________ -----------------------------
Signature
-----------------------------
Signature
(This Proxy should be marked, dated, Signed by the shareholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
10