SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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GLOBALINK, 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)
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(2) Form, Schedule or Registration Statement No.: File No. 1-13046
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GLOBALINK, INC.
[LOGO]
GLOBALINK
THE TRANSLATION COMPANY
NOTICE OF 1996
ANNUAL MEETING OF
STOCKHOLDERS AND
PROXY STATEMENT
-----------
YOUR VOTE IS IMPORTANT!
PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN YOUR PROXY
IN THE ENCLOSED ENVELOPE.
April 30, 1997
Dear Stockholder:
On behalf of the Board of Directors, it is my pleasure to invite you to attend
the Annual Meeting of Stockholders of Globalink, Inc. on June 20, 1997 at 10:00
a.m., at 9302 Lee Highway, First Floor, Fairfax, Virginia 22031. Information
about the meeting is presented on the following pages.
In addition to the formal items of business to be brought before the meeting,
members of management will report on the Company's operations and answer
stockholder questions.
Your vote is very important. Please ensure that your shares will be represented
at the meeting by completing, signing, and returning your proxy card in the
envelope provided, even if you plan to attend the meeting. Sending us your proxy
will not prevent you from voting in person at the meeting should you wish to do
so.
Sincerely,
Harry E. Hagerty, Jr.
Chairman of the Board
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
JUNE 20, 1997
The annual meeting of the stockholders of Globalink, Inc. (the "Company") will
be held at 9302 Lee Highway, First Floor, Fairfax, Virginia 22031 at 10:00 a.m.
for the following purposes:
1. To elect the Directors of the Company to serve for the ensuing year.
2. To approve the appointment of Grant Thornton LLP, as independent
accountants, to audit the books and accounts of the Company for 1997.
3. To transact such other and further business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on April 30, 1997, as the
record date for the determination of stockholders entitled to notice of and to
vote at the meeting. A list of such stockholders will be available during
regular business hours at the Company's office, 9302 Lee Highway, 12th Floor,
Fairfax, Virginia 22031 on and after May 6, 1997, for inspection by any
stockholder for any purpose germane to the meeting.
By Order of The Board of Directors,
Harry E. Hagerty, Jr.
Chairman of the Board
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Globalink, Inc. (The "Company") for use at the
annual meeting of stockholders of the Company to be held at the time and place
and for the purposes set forth in the foregoing Notice of Annual Meeting of
Stockholders. The address of the Company's principal executive office is 9302
Lee Highway, 12th Floor, Fairfax, Virginia 22031. This proxy statement and the
form of proxy are being mailed to stockholders on or about May 12, 1997.
REVOCABILITY OF PROXY AND VOTING OF PROXY
A proxy given by a stockholder may be revoked at any time before it is exercised
by giving another proxy bearing a later date, by notifying the Secretary of the
Company in writing of such revocation at any time before the proxy is exercised,
or by attending the meeting in person and casting a ballot. Any proxy returned
to the Company will be voted in accordance with the instructions indicated
thereon. If no instructions are indicated on the proxy, the proxy will be voted
for the election of the nominees for Directors named herein in Item 1 and in
favor of Item 2 in the Notice of Annual Meeting. The Company knows of no reason
why any of the nominees named herein would be unable to serve. In the event,
however, that any nominee named should, prior to the election, become unable to
serve as a Director, the proxy will be voted in accordance with the best
judgment of the Proxy Committee named therein. The Board of Directors know of no
matters, other than as described herein, that are to be presented at the
meeting, but if matters other than those herein mentioned properly come before
the meeting, the proxy will be voted by that Committee in a manner that the
members of the Committee (in their judgment) consider to be in the best
interests of the Company.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on April 30, 1997, are
entitled to vote at the meeting. On April 23, 1997, the Company had outstanding
and entitled to vote 5,774,620 shares of common stock. Each stockholder entitled
to vote shall have one vote for each share of common stock registered in such
stockholder's name on the books of the Company as of the record date.
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The following persons have been nominated for election as Directors of
the Company:
Director
Name Age Since
- --------------------- ----- --------
Harry E. Hagerty, Jr. 56 1990
William E. Kimberly 64 1990
Michael J. Murphy 46 1992
John F. McCarthy, III 51 1993
W. Braun Jones, Jr. 51 1996
Thomas W. Patterson 37 1997
All Directors hold office until the annual meeting of stockholders of the
Company and until their successors have been elected and qualified. Information
about each nominee for Director is given below.
Harry E. Hagerty, Jr., a Director of Globalink since January 1990, is President
of Hagerty & Associates, a company that invests in and consults with start-up
and early-stage businesses. Mr. Hagerty participated in the initial funding of
the Discovery Channel and was a founder of Digital Switch Corporation (now "DSC
Communications, Inc."). Until recently he served on the Board of Directors of
CCAIR, Inc., a regional airline based in Charlotte, N.C. Mr. Hagerty currently
serves on the Boards of Directors of Learning 2000 Corporation and Systems
Impact.
William E. Kimberly, a Director of the Company since 1990, is Chairman of NAZTEC
International Group, Inc., a McLean, Virginia based investment banking firm.
Prior to this, Mr. Kimberly worked for Kimberly-Clark Corporation from 1959 to
1983, where he held various management positions including Marketing Director,
CEO of a major subsidiary and Senior Vice President. Mr. Kimberly has held Board
of Director positions at Pabst Brewing, Co., Blue Cross and Blue Shield of
Wisconsin and First National Bank of Neenah, Wisconsin. He is currently Director
of several emerging companies.
Michael J. Murphy, a Director of Globalink since 1992, has been Chairman and
Chief Executive Officer of Environmental Strategic Corporation ("ESC") since
1986, an environmental consulting firm. Mr. Murphy has extensive experience in
environmental consulting and senior corporate management related to
environmental programs. He is also Chief Executive Officer of Industrial
Recovery Capital Company ("IRCC"), a property acquisition remediation and
redevelopment company. He has considerable experience advising multi-national
corporations on international environmental issues.
John F. McCarthy, III, a Director of Globalink since 1993, is Vice President and
General Counsel for Computone Corporation, which is engaged in the development
of computer peripheral products. Prior to joining Computone, Mr. McCarthy was
the managing partner of the Washington, DC, offices of the law firm of Burnham,
Connolly, Osterle and Henry. Mr. McCarthy joined Globalink in August 1995 as
Chief Legal Counsel and is responsible for resolving all international and
domestic legal issues for the Company.
W. Braun Jones, Jr. was appointed as a Director of Globalink in February 1996
and has over twenty years of experience in the information technology industry
beginning as an IBM sales representative and then as a successful founding
entrepreneur of several computer hardware and software companies. Mr. Jones
founded Carlyn Computer Systems, Inc., and served as President of Dexel Systems
Corporation, of which he was the majority stock holder and founder. Presently he
is a senior advisor for University Online, Inc., an online education software
publisher.
Mr. Thomas W. Patterson was appointed as a Director of Globalink in March 1997
and has over fifteen years of combined experience in information security and
electronic commerce. He has advised the White House, U.S. Congress, NII
Committee, Departments of Defense, Treasury, Energy and Commerce, and scores of
large businesses and organizations around the world. Formerly the Information
Security Director for MicroElectronics and Computer Technology Corp. ("MCC"),
Mr. Patterson is a leader in driving industry toward reasonable use of the
Internet. He recently joined IBM Corporation as their Chief Strategist for
Electronic Commerce.
Executive Compensation
The following table sets forth as of the year ended December 31, 1996, the cash
compensation paid to Harry E. Hagerty, Jr., who has served as the Company's
Chief Executive Officer since September 1994; James B. Lewis, who served as
President of the Company from September 1995 through December 1996; Ronald W.
Johnston, who has served as Chief Operating Officer since March 1995; John F.
McCarthy, III, who has served as Vice President and General Counsel since August
1995, and all Executive Officers as a group.
Name Year Salary
---------------------- -------- -----------
Harry E. Hagerty, Jr. 1996 152,106
1995 96,000
1994 96,000
James B. Lewis 1996 147,721
1995 41,644
Ronald W. Johnston 1996 159,449
1995 91,554
John F. McCarthy, III 1996 112,964
1995 40,007
All executive officers 1996 910,152
as a group (8, 7 and 5 1995 463,959
persons, respectively) 1994 353,335
Employment Agreements
The Company has entered into employment agreements with each of Harry E.
Hagerty, Jr., effective as of June 1, 1996, Ronald W. Johnston effective as of
March 24, 1995, and John F. McCarthy, III, effective as of August 18, 1995,
providing for base annual compensation of $200,000, $130,000 and $115,000 per
annum, respectively, plus certain incentive compensation. The agreements are
each for a three-year period from their respective effective dates, and will
renew automatically for succeeding consecutive periods of one year each unless
sooner terminated by either party at the end of the original term or any renewal
term. In the event the Company terminates without cause the employment of any of
these employees (except by causing non-renewal of such employment agreement),
such employee shall receive a severance payment equal to one year's base salary
plus accrued benefits and incentive compensation; the employment agreements also
contain a provision in which the employee would receive three times one year's
base salary plus the value of his other employment benefits, in the event of a
hostile takeover.
OPTION GRANTS IN LAST FISCAL YEAR
Number of Securities % of Total Options Exercise Or
Underlying Options Granted to Employees Base Price Expiration
Name Granted in Fiscal Year ($/Sh) Date
- --------------------- -------------------- -------------------- ----------- ----------
Mark A. Paiewonsky 10,000 2.6% 7.0000 3/21/2001
Harry E. Hagerty, Jr. 120,000 31.0% 8.6250 6/3/2001
Philippe J. Kuperman 50,000 12.9% 5.8125 7/22/2001
Harry E. Hagerty, Jr. 20,000 5.2% 6.0000 12/3/2001
John F. McCarthy, III 20,000 5.2% 6.0000 12/3/2001
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities Value of
Underlying Unexercised Unexercised
Options At In-the-Money Options
Shares Fiscal Year-End at Fiscal Year-End (1)
Acquired Value -------------------------- --------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ----------- -------- ----------- ------------- ----------- -------------
Mark A. Paiewonsky 6,666 3,334
Ronald W. Johnston 66,666 33,334
John F. McCarthy, III 33,334 16,666
Mark A. Paiewonsky 3,333 6,667
Harry E. Hagerty, Jr. 120,000
Philippe J. Kuperman 50,000
Harry E. Hagerty, Jr. 20,000
John F. McCarthy, III 20,000
<FN>
- ---------------------
(1) The fair market value of the Company's common stock on December 31, 1996,
minus the exercise price.
</FN>
SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of April 23, 1997, the only people known by Globalink to be the beneficial
owner of more than 5% of the outstanding voting securities of Globalink are:
Amount and
Name and Address of Nature of Percentage
Title of Stock Beneficial Owner Beneficial Ownership of Class
- ------------------ ------------------------- -------------------- ----------
Common.... Harry E. Hagerty, Jr. 473,100 8.2%
9302 Lee Highway
12th Floor
Fairfax, VA 22031
Common.... Paul W. Enoch, Jr. 369,200 6.4%
330 Commerce Street
Nashville, TN 37201
Set forth below is the security ownership of Officers and Directors, as of April
23, 1997.
Amount and
Name of Nature of Percentage
Title of Class Beneficial Owner Beneficial Ownership of Class
- ------------------ ------------------------- -------------------- ----------
Common.... Harry E. Hagerty, Jr. 493,100(1) 8.5%
Common.... William E. Kimberly 203,400(2) 3.5%
Common.... Michael J. Murphy 70,084(2) 1.2%
Common.... John F. McCarthy, III 53,334(3) *
Common.... W. Braun Jones, Jr. 20,000(1) *
Common.... Thomas W. Patterson 20,650(1) *
Common.... Ronald W. Johnston 66,666(4) 1.2%
Common.... Mark A. Paiewonsky 9,999(5) *
Common.... All Officers and
Directors as a Group
(8 persons) 937,233 16.2%
<FN>
- --------------------------------
* Represents less than 1%.
(1) Assumes the exercise of an option to purchase 20,000 shares of common stock.
(2) Assumes the exercise of options to purchase 40,000 shares of common stock.
(3) Assumes the exercise of options to purchase 53,334 shares of common stock.
(4) Assumes the exercise of an option to purchase 66,666 shares of common stock.
(5) Assumes the exercise of options to purchase 9,999 shares of common stock.
</FN>
APPROVAL OF INDEPENDENT ACCOUNTANTS
(ITEM 2 ON PROXY CARD)
Action will be taken with respect to the approval of independent accountants for
the Company for the year 1997. The Board of Directors has, subject to such
approval, selected Grant Thornton LLP. Grant Thornton LLP also conducted the
audits of the Company's records for the years ended December 31, 1992, 1993,
1994, 1995 and 1996.
A representative of Grant Thornton LLP will be present at the meeting. Such
representative will have an opportunity to make a statement, if he so desires,
and will be available to respond to appropriate questions by stockholders.
The Board of Directors recommends a vote FOR the proposal to approve the
appointment of Grant Thornton LLP.
ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS OF THE COMPANY
Regular meetings of the Board of Directors of the Company are normally held
quarterly. During 1996 the Board of Directors held eight meetings. One Director
attended only five of the meetings. Another Director attended six of the
meetings. Two Directors attended seven of the meetings. The remaining two
Directors attended all of the total number of meetings of the Board of
Directors. In addition to regularly scheduled meetings, a number of Directors
were involved in numerous informal meetings with management, offering valuable
advice and suggestions on a broad range of corporate matters. The members of the
Compensation Committee are Michael Murphy, Harry E. Hagerty, Jr., and John F.
McCarthy, III. The Compensation Committee held two meetings during 1996.
Directors are not compensated for attending Board meetings. As compensation for
his services as Chairman of the Board, Harry E. Hagerty, Jr., received $8,000
per month through May 1996.
Audit Committee
The members of the Audit Committee are John F. McCarthy, III, William E.
Kimberly, and W. Braun Jones, Jr. The Audit Committee met formally one time
during 1996 and two or more members of the Audit Committee met informally on
several occasions. The functions of the Audit Committee are to recommend to the
Board of Directors the selection, retention or termination of the Company's
independent accountants; determine through consultation with management the
appropriateness of the scope of the various professional services provided by
the independent accountants, and consider the possible effect of the performance
of such services on the independence of the accountants; review the arrangements
and the proposed overall scope of the annual audit with management and the
independent accountants; discuss matters of concern to the Audit Committee with
the independent accountants and management relating to the annual financial
statements and results of the audit; obtain from management, the independent
accountants and the Chief Financial Officer their separate opinions as to the
adequacy of the Company's system of internal accounting control; review with
management and the independent accountants the recommendations made by the
accountants with respect to changes in accounting procedures and internal
accounting control; and hold regularly scheduled meetings, separately and
jointly, with representatives of management, the independent accountants, and
the Chief Financial Officer to make inquiries into and discuss their activities.
STOCKHOLDER PROPOSALS FOR 1997
Proposals of security holders intended to be presented at the Company's 1997
Annual Meeting of Stockholders must be received by the Company by not later than
February 1, 1998.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company and will consist
primarily of printing, postage and handling, including the expenses of brokerage
houses, custodians, nominees, and fiduciaries in forwarding documents to
beneficial owners. Solicitation also may be made by the Company's officers,
Directors, or employees, personally or by telephone.
Fairfax, Virginia
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