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
[X] Definitive proxy statement. Commission only (as permitted
[ ] Definitive additional materials. by Rule 14a-6(e)(2)).
[ ] Soliciting material under Rule 14a-11(c) or Rule 14a-12.
Multex.com, Inc.
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(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
[ ] 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
is 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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[Multex.com logo]
April 30, 2001
Dear Multex.com Stockholder:
On behalf of the Board of Directors of Multex.com, Inc., I cordially
invite you to attend our Annual Meeting of Stockholders, which will be held on
Wednesday, June 13, 2001 at 10:00 A.M. (New York City time) at our offices at
100 William Street, 7th Floor, New York, New York 10038.
The purposes of this meeting are to elect two directors, ratify the
appointment of Ernst & Young LLP as independent public accountants and act upon
such other matters as may properly come before the Annual Meeting. You will find
attached a Notice of Annual Meeting and a Proxy Statement that contain more
information about these proposals.
You will also find enclosed a Proxy Card appointing proxies to vote
your shares at the Annual Meeting. If you do not plan to attend the Annual
Meeting in person, please sign, date and return your Proxy Card as soon as
possible so that your shares can be represented and voted in accordance with
your instructions. If you decide to attend the Annual Meeting and wish to change
your proxy vote, you may do so automatically by voting in person at the Annual
Meeting.
Sincerely,
ISAAK KARAEV
Chairman of the Board,
Chief Executive Officer and President
MULTEX.COM, INC.
100 William Street, 7th Floor
New York, New York 10038
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 13, 2001
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Multex.com, Inc., a Delaware corporation (the "Company"),
will be held at the Company's offices, 100 William Street, 7th Floor, New York,
New York, 10038 on June 13, 2001 at 10:00 A.M. (New York City time) for the
following purposes, as more fully described in the Proxy Statement accompanying
this notice:
(1) To elect two Class II directors to serve until the 2004 Annual
Meeting of Stockholders or until their respective successors
shall have been duly elected and qualified;
(2) To ratify the appointment of Ernst & Young LLP as independent
public accountants of the Company for the fiscal year ending
December 31, 2001; and
(3) To transact such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.
Only stockholders of record at the close of business on April 24, 2001
will be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments or postponements thereof. The stock transfer books of the Company
will remain open between the record date and the date of the Annual Meeting. A
list of stockholders entitled to vote at the meeting will be available for
inspection at the Annual Meeting and for a period of ten days prior to the
meeting during regular business hours at the offices of the Company listed
above.
All stockholders are cordially invited to attend the Annual Meeting in
person. Whether or not you plan to attend the Annual Meeting, your vote is
important. To assure your representation at the Annual Meeting, please sign and
date the enclosed Proxy Card and return it promptly in the enclosed envelope,
which requires no additional postage if mailed in the United States or Canada.
Should you receive more than one Proxy Card because your shares are registered
in different names and addresses, each Proxy Card should be signed and returned
to assure that all your shares will be voted. You may revoke your proxy in the
manner described in the Proxy Statement at any time prior to it being voted at
the Annual Meeting. If you attend the Annual Meeting and vote by ballot, your
proxy will be revoked automatically and only your vote at the Annual Meeting
will be counted.
The Proxy Statement and the accompanying Proxy Card are being mailed
beginning on or about May 7, 2001 to stockholders entitled to vote. The
Company's 2000 Annual Report to Stockholders is being mailed with the Proxy
Statement.
By Order of the Board of Directors
CURTIS CARMACK
General Counsel and Secretary
New York, New York
April 30, 2001
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
MULTEX.COM, INC.
100 William Street, 7th Floor
New York, New York 10038
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2001
General
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Multex.com, Inc., a Delaware
corporation, for use at the Annual Meeting of Stockholders to be held on June
13, 2001. The Annual Meeting will be held at 10:00 A.M. (New York City time) at
the Company's offices, 100 William Street, 7th Floor, New York, New York 10038.
These proxy solicitation materials were mailed on or about May 7, 2001 to all
stockholders entitled to vote at the Annual Meeting.
Voting
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice and are described in more
detail in this Proxy Statement. On April 24, 2001, the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, 31,913,698 shares of the Company's Common Stock, par value $0.01, were
issued and outstanding. No shares of the Company's preferred stock, par value
$0.01, were outstanding. Each stockholder is entitled to one vote for each share
of Common Stock held by such stockholder on April 24, 2001. Stockholders may not
cumulate votes in the election of directors.
The presence in person or by proxy of the holders of a majority of the
votes entitled to be cast at the Annual Meeting is necessary to constitute a
quorum in connection with the transaction of business at the Annual Meeting. The
inspector of election appointed for the meeting will separately tabulate all
affirmative and negative votes, abstentions and broker non-votes (i.e., proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
as to a matter with respect to which the brokers or nominees do not have
discretionary power to vote). Abstentions and broker non-votes are counted as
present for purposes of determining the presence or absence of a quorum for the
transaction of business.
If a quorum is present, the two nominees who receive the greatest
number of votes properly cast will be elected as Class II Directors. Neither
abstentions nor broker non-votes will have any effect on the outcome of voting
with respect to the election of directors.
Proposals other than for the election of directors shall be approved by
the affirmative vote of a majority of the shares of the Common Stock present at
the Annual Meeting, in person or by proxy, and entitled to vote thereon.
Abstentions will be counted towards the tabulations of votes cast on these
proposals presented to the stockholders and will have the same effect as
negative votes, whereas broker non-votes will not be counted for purposes of
determining whether such a proposal has been approved.
Proxies
If the enclosed Proxy Card is properly signed and returned, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the Proxy Card does not specify how the
shares represented thereby are to be voted, the proxy will be voted FOR the
election of the directors proposed by the Board unless the authority to vote for
the election of such directors is withheld and, if no contrary instructions are
given, the proxy will be voted FOR the approval of Proposal Two described in
this Proxy Statement, and as the proxy holders deem advisable for all other
matters as may properly come before the Annual Meeting. You may revoke or change
your proxy at any time before the Annual Meeting by filing with the Secretary of
the Company, at the Company's principal executive offices at 100 William Street,
7th Floor, New York, New York 10038, a notice of revocation or another signed
Proxy Card with a later date. You may also revoke your proxy by attending the
Annual Meeting and voting in person.
Solicitation
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the Proxy
Card and any additional solicitation materials furnished to the stockholders.
Copies of solicitation materials will be furnished to brokerage houses,
fiduciaries and custodians holding shares in their names that are beneficially
owned by others so that they may forward this solicitation material to such
beneficial owners. In addition, the Company may reimburse such persons for their
costs in forwarding the solicitation materials to such beneficial owners. The
original solicitation of proxies by mail may be supplemented by a solicitation
by telephone, telegram or other means by directors, officers or employees of the
Company. No additional compensation will be paid to these individuals for any
such services. Except as described above, the Company does not presently intend
to solicit proxies other than by mail.
Deadline for Receipt of Stockholder Proposals
Proposals of stockholders of the Company that are intended to be
presented by such stockholders at the Company's 2002 Annual Meeting of
Stockholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as
amended, must be received by the Company at its principal executive offices no
later than January 4, 2002 in order that they may be included in the Proxy
Statement and Proxy Card relating to that meeting. Proposals should be sent to
Multex.com, Inc., 100 William Street, 7th Floor, New York, NY 10038, Attention:
Corporate Secretary. In addition, any proposal for consideration at the 2002
Annual Meeting submitted by a stockholder outside of the processes of Rule 14a-8
will be considered untimely unless it is received by the Secretary of the
Company at its principal executive offices by March 20, 2002. The proxy
solicited by the Board of Directors for the 2002 Annual Meeting of Stockholders
will confer discretionary authority to vote as the proxy holders deem advisable
on such stockholder proposals which are considered untimely.
2
MATTERS TO BE CONSIDERED AT ANNUAL MEETING
PROPOSAL ONE
ELECTION OF DIRECTORS
General
The Company's Amended and Restated Certificate of Incorporation
provides for a classified Board of Directors consisting of three classes of
directors with staggered three-year terms, with each class consisting, as nearly
as possible, of one-third of the total number of directors. The Board currently
consists of six persons and two vacancies caused by the resignations of Class I
directors James M. Tousignant in September 2000 and George F. Adam, Jr. in
January 2001. Pursuant to the Company's Amended and Restated Certificate of
Incorporation and the Company's Amended and Restated Bylaws, each vacancy may be
filled at any meeting of the Board by the vote of a majority of the members of
the Board serving at the time of such meeting, and each director so chosen shall
hold office for the remainder of Mr. Tousignant's or Mr. Adam's full term (as
the case may be), each ending upon the 2003 Annual Meeting of Stockholders, and
until each such director's successor shall be duly elected and qualified. Class
II currently consists of two directors, whose term of office expires at the
Annual Meeting. The directors elected to Class II at the Annual Meeting will
each serve for a term of three years, expiring at the 2004 Annual Meeting of
Stockholders or until each of their successors have been duly elected and
qualified. The nominees listed below are currently directors of the Company. If
this proposal is approved, the Board will consist of six persons, with Class I
consisting of one director, Class II consisting of two directors and the Class
III consisting of three directors.
The nominees for election have agreed to serve if elected, and
management has no reason to believe that such nominees will be unavailable to
serve. In the event any of the nominees is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee who may be designated by the present Board of Directors to fill the
vacancy. Unless otherwise instructed, the proxy holders will vote the proxies
received by them FOR each of the nominees named below.
Nominees for Term Ending Upon the 2004 Annual Meeting of Stockholders (Class II)
Lennert J. Leader, 46, has served as a director of Multex.com since
December 1998. Mr. Leader is President of AOL Time Warner Ventures. Mr. Leader
is also a member of the board of directors of iVillage, Inc., an Internet
community company. Mr. Leader served as Senior Vice President, Chief Financial
Officer and Treasurer of America Online, Inc. from September 1989 until July
1998 and was Chief Accounting Officer from October 1993 until July 1998. Prior
to joining America Online, Mr. Leader was Vice President, Finance, of Legent
Corporation, a computer software and services company, from March 1989 to
September 1989. He also served as Chief Financial Officer of Morino, Inc., a
computer software and services company, from 1986 to March 1989 and as Morino,
Inc.'s Director of Finance from 1984 to 1986. Prior to joining Morino, Inc. in
1984, he was an audit manager at Price Waterhouse. AOL Time Warner Inc., which
is an affiliate of AOL Time Warner Ventures, is a significant stockholder of
Multex.com.
Devin N. Wenig, 34, has served as a director of Multex.com since
February 2000. Mr. Wenig is Managing Director, Global Marketing at Reuters
Information, which is an affiliate of Reuters Limited and Reuters America Inc.,
which is a significant stockholder of Multex.com. Reuters Limited and Multex.com
operate Multex Investor Europe and Multex Investor Japan as joint ventures. Mr.
Wenig is also Chairman of the board of directors of Nastech Pharmaceutical
Company Inc., a biotech pharmaceutical company. Mr. Wenig has been serving from
1994 through the present in various management positions at Reuters America,
including most recently as Executive Vice President, Marketing. Prior to joining
Reuters, Mr. Wenig practiced law at the New York firm of Cravath, Swaine & Moore
from 1991 to 1994.
3
Continuing Directors for Term Ending Upon the 2002 Annual Meeting of
Stockholders (Class III)
Homi M. Byramji, 48, has served as a Senior Vice President and a
director of Multex.com and President of Market Guide Inc. since September 1999.
Prior to joining Multex.com, Mr. Byramji had been the President and Chief
Executive Officer of Market Guide since 1992.
Isaak Karaev, 54, co-founded Multex.com in April 1993 and has served as
Chief Executive Officer and a director of Multex.com since that time. In
addition, Mr. Karaev served as Chairman of the Board of Directors from
Multex.com's inception to October 1996 and has served as Chairman of the Board
of Directors since April 1998. Before founding Multex.com, Mr. Karaev was the
Senior Vice President for Advanced Systems Development in the Brokerage Services
Information Group of ADP from 1989 to April 1993.
John Tugwell, 60, has served as a director of Multex.com since July
1999. Since October 1997, Mr. Tugwell has provided consulting services on
strategic and financial issues to family-owned and middle market companies in
the metropolitan New York region. From April 1996 to April 1997, Mr. Tugwell
served as President and Chief Executive Officer of Fleet Bank N.A. after its
acquisition of NatWest Bancorp Inc. in 1996. Prior to this acquisition, Mr.
Tugwell served as President and Chief Executive Officer of NatWest Bancorp, a
400-branch financial services company.
Continuing Director for Term Ending Upon the 2003 Annual Meeting of Stockholders
(Class I)
I. Robert Greene, 41, has served as a director of Multex.com since July
1996. He is currently a Managing Partner at Flatiron Partners. From January 1999
through June 1999, Mr. Greene was a General Partner of Chase Capital Partners
(now known as JPMP Master Fund Manager, L.P.), a global private equity
organization. From August 1994 to December 1998, he was a Principal with Chase
Capital Partners. From 1988 to July 1994, Mr. Greene was an Associate, a
Director and a Principal of Prudential Equity Investors. JPMP is an affiliate of
J.P. Morgan Partners (SBIC), LLC, which is a significant stockholder of
Multex.com.
Board Committees and Meetings
The Board of Directors held six meetings and acted by unanimous written
consent on three occasions during the fiscal year ended December 31, 2000 (the
"2000 Fiscal Year"). The Board of Directors has an Audit Committee, a
Compensation Committee and an Executive Committee. With the exception of Mr.
Wenig, each director attended, in person or by telephone, 75% or more of the
aggregate of (i) the total number of meetings of the Board of Directors and (ii)
the total number of meetings held by all committees of the Board on which such
director served during the 2000 Fiscal Year.
The Audit Committee of the Board of Directors reviews, acts on and
reports to the Board of Directors with respect to various auditing and
accounting matters, including the selection of our independent auditors, the
scope of the annual audits, fees to be paid to the auditors, the performance of
our auditors and our accounting practices. The members of the Audit Committee
are Messrs. Leader, Tugwell and Greene. The Audit Committee held three meetings
during the 2000 Fiscal Year.
The Compensation Committee of the Board of Directors determines the
salaries and incentive compensation of our senior officers and provides
recommendations for the salaries and incentive compensation of our other
employees. The Compensation Committee also administers our various incentive
compensation, stock and benefit plans. The members of the Compensation Committee
are Messrs. Greene and Tugwell. The Compensation Committee held two meetings
during the 2000 Fiscal Year.
The Executive Committee of the Board of Directors meets periodically
with management to advise upon and approve the details of the execution of
strategy decided at Board meetings, and to consider strategic developments that
may arise between the regularly scheduled Board meetings. The members of the
Executive Committee are Messrs. Greene, Karaev and Tugwell. The Executive
Committee held no meetings during the 2000 Fiscal Year.
4
Director Compensation
We currently do not compensate directors for attending meetings of the
Board of Directors or committee meetings of the Board of Directors, but we do
reimburse non-employee directors for their reasonable travel expenses incurred
in connection with attending these meetings.
Under the Automatic Option Grant Program of the 1999 Stock Incentive
Plan, and subject to the last sentence of this paragraph, each individual who
served as a non-employee member of the Board of Directors on the date the
underwriting agreement entered into in connection with our initial public
offering was executed and who was not previously in our employ received at that
time an option to purchase 12,000 shares of Common Stock with an exercise price
equal to $14.00 per share. Each individual who first joined the Board of
Directors after the completion of our initial public offering as a non-employee
member of the Board of Directors also received an option grant for 12,000 shares
of Common Stock at the time of his commencement of service on the Board of
Directors, provided such individual had not otherwise been in our prior employ.
In addition, at each annual meeting of stockholders, each individual who is to
continue to serve as a non-employee member of the Board of Directors will
receive an option to purchase 3,750 shares of Common Stock, whether or not such
individual has been in our prior employ. However, any non-employee member of the
Board of Directors who, directly or indirectly, is a 5% or greater stockholder
or is affiliated with or a representative of a 5% or greater stockholder will
not be eligible to receive any options under the Automatic Option Grant Program.
Stockholder Approval
Directors shall be elected by the affirmative vote of a plurality of
the shares of the Common Stock present at the Annual Meeting, in person or by
proxy, and entitled to vote in the election of directors. Pursuant to applicable
Delaware law, abstentions and broker non-votes will have no effect on the
outcome of the vote.
Recommendation of the Board of Directors
The Board of Directors recommends that the stockholders vote FOR the
election of the nominees listed above.
5
PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of Ernst & Young LLP to
serve as independent public accountants for the Company during the fiscal year
ending December 31, 2001, and is asking the stockholders to ratify this
appointment. The affirmative vote of a majority of the shares represented and
voting at the Annual Meeting is required to ratify the selection of Ernst &
Young LLP. Ernst & Young LLP has served as the Company's independent public
accountants since its initial public offering and is considered by management to
be well qualified.
In the event the stockholders fail to ratify the appointment, the Board
of Directors will reconsider its selection. Even if the selection is ratified,
the Board of Directors, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors believes that such a change would be in the best interests of the
Company and its stockholders.
A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting, will have the opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions.
Fees Billed to the Company by Ernst & Young LLP for Services Rendered during the
2000 Fiscal Year
Audit Fees
Ernst & Young's fees for the fiscal year 2000 annual audit were
approximately $292,000.
Financial Information Systems Design and Implementation Fees
The Company paid no financial information systems design and
implementation fees to Ernst & Young LLP during the fiscal year ended December
31, 2000.
All Other Fees
All other fees were approximately $495,000, including audit related
services of approximately $212,000 and non-audit related services, primarily tax
related, of approximately $283,000. Audit related services generally include
fees for mergers and acquisitions advisory services, accounting consultations
and employee benefit plan audit services.
We have been advised by Ernst & Young LLP that neither the firm, nor
any member of the firm, has any financial interest, direct or indirect, in any
capacity in the Company or its subsidiaries. The Audit Committee of the Board of
Directors has considered whether the provision of the services covered by the
category "All Other Fees" is compatible with maintaining the independence of
Ernst & Young LLP.
Recommendation of the Board of Directors
The Board of Directors recommends that the stockholders vote FOR the
ratification of the selection of Ernst & Young LLP to serve as the Company's
independent public accountants for the fiscal year ending December 31, 2001.
6
OTHER MATTERS
The Company knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before
the Annual Meeting, it is the intention of the persons named in the enclosed
Proxy Card to vote the shares they represent as such persons deem advisable.
Discretionary authority with respect to such other matters is granted by the
execution of the enclosed Proxy Card.
7
OWNERSHIP OF SECURITIES
The following table sets forth information with respect to the
beneficial ownership of our outstanding common stock as of March 30, 2001, by:
o each person or group of affiliated persons whom we know to
beneficially own five percent or more of our common stock;
o each of our directors and nominees for director;
o each of our executive officers named in the Summary Compensation
Table of the Executive Compensation and Other Information section
of this Proxy Statement; and
o each of our directors and executive officers as a group.
The following table gives effect to the shares of common stock issuable
within 60 days of March 30, 2001 upon the exercise of all options and other
rights beneficially owned by the indicated stockholders on that date. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and includes voting and investment power with respect to
shares. Percentage of beneficial ownership is based on 31,884,422 shares of
common stock outstanding at March 30, 2001. Unless otherwise indicated, the
persons named in the table directly own the shares and have sole voting and sole
investment control with respect to all shares beneficially owned. Unless
otherwise indicated, the address for those listed below is c/o Multex.com, Inc.,
100 William Street, 7th Floor, New York, New York 10038.
Number of Shares Percentage of Common
Name and Address Beneficially Owned Stock Outstanding
- ---------------------------------------------------------- ------------------ ---------------------
5% Stockholders
Putnam Investments, LLC(1)................................ 3,163,611 9.9%
RS Investment Management Co. LLC(2)....................... 2,484,600 7.8%
J.P. Morgan Partners (SBIC)(3)............................ 1,991,617 6.2%
Munder Capital Management(4).............................. 1,972,400 6.2%
Reuters Group PLC(5)...................................... 1,944,445 6.1%
Scudder Kemper Investments, Inc.(6)....................... 1,912,400 6.0%
Directors and Executive Officers
Isaak Karaev(7)......................................... 1,561,991 4.8%
Gregg B. Amonette(8)...................................... 155,484 *
John J. McGovern(9)....................................... 95,535 *
John J. Mahoney(10)....................................... 303,750 *
Christopher Feeney(11).................................... 62,500 *
Homi M. Byramji(12)....................................... 559,045 1.7%
Mikhail Akselrod(13)...................................... 74,401 *
D. Brooks Gibbins(14)..................................... 45,488 *
I. Robert Greene(15)...................................... 67,314 *
Lennert J. Leader(16)..................................... 400,000 1.3%
Devin N. Wenig(17)........................................ 1,944,445 6.1%
John Tugwell(18).......................................... 16,250 *
Directors and Executive Officers as a group (12 persons) (19) 5,286,203 15.9%
- ----------------------------------
* Less than 1%.
8
(1) Based on the amended Schedule 13G filed with the Securities and Exchange
Commission on March 12, 2001 for the year ended December 31, 2000 by Putnam
Investments, LLC ("PI"), on behalf of itself and: Marsh & McLennan
Companies, Inc. ("M&MC"); Putnam Investment Management, LLC ("PIM"); The
Putnam Advisory Company, LLC ("PAC"); and Putnam OTC & Emerging Growth Fund
("POTC"). The address for PI, PIM, PAC and POTC is One Post Office Square,
Boston, Massachusetts 02109. The address for MMC is 1166 Avenue of the
Americas, New York, New York 10036.
PI, which is a wholly-owned subsidiary of M&MC, wholly owns two registered
investment advisers: PIM, which is the investment adviser to the Putnam
family of mutual funds, and PAC, which is the investment adviser to
Putnam's institutional clients. The subsidiaries share dispository power
with PI over 2,796,149 shares of common stock (the "PIM Shares") and
367,462 shares of common stock (the "PAC Shares"), respectively, as
investment managers, but each of the mutual fund's trustees have voting
power over the shares held by each fund. PAC and PI share voting power with
the trustees over 250,400 of the PAC Shares held by the institutional
clients. POTC, a fund controlled by PIM, holds 850,100 shares of the PIM
Shares. M&MC and PI disclaim beneficial ownership of the PIM Shares and PAC
Shares and have no power to vote or dispose of, or direct the voting or
disposition of, the PIM Shares and PAC Shares.
(2) Based on the Schedule 13G filed with the Securities and Exchange Commission
on February 15, 2001 for the year ended December 31, 2000 by RS Investment
Management Co. LLC ("RS LLC"), RS Investment Management, Inc. ("RS Inc.")
and RS Emerging Growth Fund ("RS Fund"). The address for RS LLC, RS Inc.,
and RS Fund is 388 Market Street, San Francisco, California 94111. RS LLC
has shared voting and investment power of 2,484,600 shares of common stock,
RS Inc. has shared voting and investment power of 1,618,000 shares of
common stock and RS Fund has shared voting and investment power of
1,561,400 shares of common stock. None of RS LLC, RS Inc. or RS Fund has
sole voting or investment power over any shares of common stock.
(3) Based on the amended Schedule 13G filed with the Securities and Exchange
Commission on February 15, 2001 for the year ended December 31, 2000 by
J.P. Morgan Partners (SBIC) (formerly known as Chase Venture Capital
Associates, L.L.C.) ("JPMP (SIBC)"). The address for JPMP (SIBC) is 1221
Avenue of the Americas, New York, New York 10020.
(4) Based on the Schedule 13G filed with the Securities and Exchange Commission
on February 14, 2001 for the year ended December 31, 2000 by Munder Capital
Management ("Munder"). The address for Munder is Munder Capital Center, 480
Pierce Street, Suite 300, P.O Box 3043, Birmingham, Michigan 48012-3043.
Munder has sole voting power of 1,944,900 shares of common stock and sole
investment power of 1,972,400 shares of common stock.
(5) Based on the Schedule 13G filed with the Securities and Exchange Commission
on September 21, 2000 for the year ended December 31, 1999 by Reuters Group
PLC, for and on behalf of itself, Reuters Investments Limited, Reuters
Holdings Limited, Reuters Limited, Reuters Group Overseas Holdings (UK)
Limited, Reuters Overseas Holdings BV, Reuters International Holdings Sarl,
Reuters America Holdings Inc. and Reuters America Inc. (together with
Reuters Group PLC, the "Reuters Entities"). The address for Reuters America
Inc. and Reuters America Holdings Inc. is 1700 Broadway, 4th Floor, New
York, New York 10019. The address for Reuters Group PLC, Reuters
Investments Limited, Reuters Holdings Limited, Reuters Limited and Reuters
Group Overseas Holdings (UK) Limited is 85 Fleet Street, London EC4P 4AJ,
England. Reuters International Holdings Sarl is located at 153 route de
Thonon, 1245 Collonge-Bellerive, Geneva, Switzerland. Reuters Overseas
Holdings BV is located at Drentestraat 11, 1083 HK Amsterdam, The
Netherlands.
Reuters America Inc. is a wholly-owned subsidiary of Reuters America
Holdings Inc., which is a wholly-owned subsidiary of Reuters International
Holdings Sarl which is a wholly-owned subsidiary of Reuters Overseas
Holdings BV, which is a wholly-owned subsidiary of Reuters Group Overseas
Holdings (UK) Limited, which is a wholly-owned subsidiary of Reuters
Limited, which is a wholly-owned subsidiary of Reuters Holdings Limited,
which is a wholly-owned subsidiary of Reuters Investments Limited which is
a wholly-owned subsidiary of Reuters Group PLC. The Reuters Entities each
have shared voting and investment power of 1,944,445 shares of common stock
and no sole voting or investment power.
9
(6) Based on the Schedule 13G filed with the Securities and Exchange Commission
on February 14, 2001 for the year ended December 31, 2000 by Scudder Kemper
Investments, Inc. ("Scudder"). The address for Scudder is 345 Park Avenue,
New York, New York 10154. Scudder has sole voting power of 1,193,700 shares
of common stock, shared voting power of 49,700 shares of common stock, sole
investment power of 1,912,400 shares of common stock, and no shared
investment power.
(7) Includes 675,000 shares of common stock issuable upon exercise of options
exercisable within 60 days of March 30, 2001.
(8) Includes 154,375 shares of common stock issuable upon exercise of options
exercisable within 60 days of March 30, 2001.
(9) Includes 87,500 shares of common stock issuable upon exercise of options
exercisable within 60 days of March 30, 2001.
(10) Includes 127,500 shares of common stock issuable upon exercise of options
exercisable within 60 days of March 30, 2001.
(11) Includes 62,500 shares of common stock issuable upon exercise of options
exercisable within 60 days of March 30, 2001.
(12) Includes 16,125 shares of common stock owned by members of Mr. Byramji's
immediate family and 125,000 shares of common stock issuable upon exercise
of options exercisable within 60 days of March 30, 2001.
(13) Includes 49,250 shares of common stock issuable upon exercise of options
exercisable within 60 days of March 30, 2001.
(14) Includes 43,125 shares of common stock issuable upon exercise of options
exercisable within 60 days of March 30, 2001.
(15) Includes 670 shares of common stock owned by Mr. Greene's wife. Also
includes 30,232 shares of common stock held by Flatiron Fund 1998/99, LLC,
of which Mr. Greene is a managing member. Mr. Greene disclaims beneficial
ownership of the Flatiron shares except to the extent of his pecuniary
interest therein, if any. Also includes 15,750 shares of common stock
issuable upon exercise of options exercisable within 60 days of March 30,
2001.
(16) Consists of 400,000 shares of common stock held by AOL Time Warner Inc. Mr.
Leader serves as the president of an affiliate of AOL Time Warner Inc., AOL
Time Warner Ventures. In this capacity, Mr. Leader may be deemed to be a
beneficial owner of these shares. He disclaims beneficial ownership of
these shares except to the extent of his pecuniary interest therein, if
any.
(17) Consists of 1,944,445 shares of common stock held by Reuters America Inc.
Mr. Wenig serves as Managing Director, Global Marketing of Reuters
Information, an affiliate of Reuters America Inc. In this capacity, Mr.
Wenig may be deemed to be a beneficial owner of these shares. He disclaims
beneficial ownership of these shares except to the extent of his pecuniary
interest therein, if any.
(18) Includes 15,750 shares of common stock issuable upon exercise of options
exercisable within 60 days of March 30, 2001.
(19) Includes 1,355,750 shares of common stock issuable upon exercise of options
exercisable within 60 days of March 30, 2001.
10
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Officers
The executive officers of the Company, and their ages and positions as
of April 30, 2001 are as follows:
Name Age Position with the Company
- ------------------------------------------- ---------- -----------------------------------------------
Isaak Karaev.............................. 54 Chief Executive Officer and President
Gregg B. Amonette......................... 48 Executive Vice President, Global Business Units
John J. McGovern.......................... 45 Chief Financial Officer
John J. Mahoney........................... 41 Chief Technology Officer
Christopher Feeney........................ 45 Chief Operating Officer
Homi M. Byramji........................... 48 Senior Vice President, Market Guide
Mikhail Akselrod.......................... 45 Senior Vice President, Product Development
D. Brooks Gibbins......................... 28 Senior Vice President, Global Sales
Information Concerning Executive Officers Who Are Not Directors
Gregg B. Amonette has served as Multex.com's Executive Vice President,
Global Business Units since January 2001, and also served as Senior Vice
President, Global Sales from June 1999 until January 2001, as Senior Vice
President Sales and Marketing between December 1998 and June 1999, and as
Multex.com's Vice President, Sales and Marketing from August 1996 to December
1998. From January 1995 to July 1996, Mr. Amonette was Vice President and
General Manager of Micrognosis, Inc., a division of CSK Software, Inc. and a
provider of bank and brokerage trading-room software and technology. From 1984
to December 1994, Mr. Amonette served in various capacities in the Brokerage
Services Information Group of ADP, including most recently as Vice President of
Retail Sales.
John J. McGovern has served as Multex.com's Chief Financial Officer
since November 1999. Prior to joining Multex, Mr. McGovern had served in senior
financial and executive positions for over twenty years, including most recently
as President and Chief Executive Officer of Northsound Music Group from July
1997 until November 1999. From January 1996 to July 1997 he was Managing
Director of JJM Group LLC, and Chief Executive Officer of Axel Electronics/Sigma
Power from 1990 to 1995. He also served more than ten years at Merrill Lynch &
Co. and was a Senior Vice President of Merrill Lynch Interfunding and Director
of ML Capital Markets.
John J. Mahoney has served as Multex.com's Chief Technology Officer
since September 2000, and previously served as Senior Vice President, Product
Management from December 1998 until September 2000, and also served as
Multex.com's Vice President, Product Development from August 1994 to December
1998. Prior to joining Multex.com, Mr. Mahoney was Vice President of Workstation
Products in the Brokerage Services Information Group of ADP from 1987 to March
1993.
Christopher Feeney has served as Multex.com's Chief Operating Officer
since April 2000. Prior to joining Multex.com, Mr. Feeney was Managing Director,
Information Technology of Banc of America Securities LLC from September 1997
until joining Multex.com in April 2000. From March 1989 until September 1997,
Mr. Feeney served in various capacities at ADP, including most recently as Vice
President of Account Management.
Mikhail Akselrod has served as Multex.com's Senior Vice President,
Product Development since August 1999. He also served as Multex.com's Vice
President, Operations from April 1997 to August 1999. Mr. Akselrod joined
Multex.com in April 1993.
D. Brooks Gibbins has served as Multex.com's Senior Vice President,
Global Sales since January of 2001, and has also served Multex.com in other
capacities, including Managing Director of overseas operations and Director of
International Sales, since joining the Company in December 1997. Prior to
joining Multex, Mr. Gibbins was an Associate in Price Waterhouse LLP's
Technology Consulting Group from October 1995 until November 1997.
11
Summary of Cash and Certain Other Compensation
The following table sets forth all compensation earned by the Company's
Chief Executive Officer and each of the five other most highly compensated
executive officers of the Company whose salary and bonus for the 2000 Fiscal
Year was in excess of $100,000. No other executive officer who would have
otherwise been includable in such table on the basis of salary and bonus earned
for the 2000 Fiscal Year has been excluded by reason of his or her termination
of employment or change in executive status during that year. The listed
individuals shall be hereinafter referred to as the "Named Executive Officers."
Summary Compensation Table
Annual Compensation (1) Long-Term Compensation Awards
----------------------- ---------------------------------
Securities
Restricted Underlying
Name and Principal Position Year Salary($) Bonus($) Stock Awards($) Options(#)
- ------------------------------------------------- ---- --------- -------- --------------- ----------
Isaak Karaev......................................2000 250,000 -- 599,989 200,000
Chief Executive Officer and President 1999 200,000 250,000 -- --
1998 200,000 -- -- --
Gregg B. Amonette.................................2000 187,307 150,000 155,992 --
Executive Vice President, Global Business Units 1999 163,462 228,000 -- 100,000
1998 130,000 90,000 -- 67,500
John J. McGovern (2)..............................2000 187,308 190,000 113,997 20,000
Chief Financial Officer 1999 20,077 -- -- 200,000
1998 -- -- -- --
John J. Mahoney..................................2000 187,308 -- 239,996 --
Chief Technology Officer 1999 153,077 100,000 -- 100,000
1998 126,730 75,000 -- 17,500
Christopher Feeney (3)............................2000 130,769 150,000 179,997 250,000
Chief Operating Officer 1999 -- -- -- --
1998 -- -- -- --
Homi M. Byramji (4)...............................2000 200,000 -- 239,996 --
Senior Vice President, Market Guide 1999 200,000 -- -- 150,000
1998 -- -- -- --
- ----------------------------------
(1) The column for "Other Annual Compensation" has been omitted because there
is no compensation required to be reported in that column. The aggregate
amount of perquisites and other personal benefits provided to each Named
Executive Officer above is less than 10% of the total annual salary and
bonus of that Named Executive Officer.
(2) Mr. McGovern joined Multex.com and assumed the position of Chief Financial
Officer on November 16, 1999.
(3) Mr. Feeney joined Multex.com and assumed the position of Chief Operating
Officer on May 1, 2000.
(4) Mr. Byramji joined Multex.com following the acquisition of Market Guide
Inc. on September 23, 1999 and became Senior Vice President and Director.
12
Stock Options and Stock Appreciation Rights
The following table sets forth information regarding options granted to
the Named Executive Officers during the 2000 Fiscal Year. We have never granted
any stock appreciation rights.
Individual Grants(1)
------------------------------------------------------------------------------------
Number of Percent of
Securities Total Options Potential Realizable Value at
Underlying Granted to Exercise Assumed Annual Rates of
Options Employees In Price Per Expiration Stock Price Appreciation for
Name Granted(#) 2000(2) Share($) Date Option Term($)(3)
- ------------------------------- ---------- ------------ --------- ---------- -----------------------------
5% 10%
---------- -----------
Isaak Karaev.................. 200,000 4.0% $31.50 01/12/10 $3,962,036 $10,040,578
Gregg B. Amonette ........... -- 0.0% N/A N/A N/A N/A
John J. McGovern ............. 20,000 0.4% $17.50 05/19/10 $220,113 $557,810
John J. Mahoney ............. -- 0.0% N/A N/A N/A N/A
Christopher Feeney............ 250,000 5.0% $17.50 05/19/10 $2,751,414 $6,972,623
Homi M. Byramji .............. -- 0.0% N/A N/A N/A N/A
- ------------------------
(1) The options granted to Messrs. Karaev and McGovern were granted pursuant to
our 1999 Stock Incentive Plan. The options granted to Mr. Feeney were
granted pursuant to a separate compensation arrangement. The options shown
in this table become exercisable at a rate of 25% annually over four years
from the date of grant.
(2) In the 2000 Fiscal Year, we granted options to employees to purchase an
aggregate of 4,985,026 shares of Common Stock.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and
10% assumed annual rates of compounded stock price appreciation are
mandated by the rules of the Securities and Exchange Commission and do not
represent an estimate or projection of our future Common Stock prices.
These amounts represent certain assumed rates of appreciation in the value
of our Common Stock from the fair market value on the date of grant. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the Common Stock and overall stock market conditions. The
amounts reflected in the table may not necessarily be achieved.
13
Aggregated Option Exercises In The Year Ended December 31, 2000 And Fiscal
Year-End Option Values
The following table sets forth information concerning options to
purchase Common Stock exercised by the Named Executive Officers during the 2000
Fiscal Year and the number and value of unexercised options held by each of the
executive officers at December 31, 2000.
Number of Securities
Shares Underlying Unexercised Value of Unexercised In-The-
Acquired on Value Options at December 31, 2000 Money Options at December
Name Exercise(#) Realized($) (#) 31, 2000($)(1)
- --------------------- ------------ ----------- ---------------------------- ---------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Isaak Karaev......... -- -- 625,000 200,000 $6,825,000 $0
Gregg Amonette....... 25,000 $506,251 98,124 96,251 470,469 415,939
John J. McGovern .... -- -- 87,500 132,500 -- --
John J. Mahoney..... -- -- 68,124 68,126 169,844 169,844
Christopher Feeney... -- -- -- 250,000 -- --
Homi M. Byramji ..... 12,500 $371,188 125,000 75,000 386,563 --
- ------------------
(1) The last reported sale price of Multex.com's Common Stock on The Nasdaq
Stock Market on December 31, 2000 was $13.25 per share.
Employment Contracts and Non-Competition Agreements
None of our executive officers have an employment agreement, although
all of our executive officers have entered into agreements that contain
non-competition, non-disclosure and non-solicitation restrictions and covenants,
including a provision prohibiting these officers from competing with Multex.com
during their employment with us and for a period of nine months after
termination of their employment with us.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors consists of
Messrs. Greene and Tugwell, neither of whom has been an officer or employee of
Multex.com at any time since our inception. No executive officer of Multex.com
serves as a member of the Board of Directors or Compensation Committee of any
entity that has one or more executive officers serving as a member of our Board
of Directors or Compensation Committee. Prior to the formation of the
Compensation Committee, the Board of Directors as a whole made decisions
relating to the compensation of our executive officers.
14
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors is composed
entirely of independent outside directors. It is the duty of the Compensation
Committee to review and determine the salaries and bonuses of executive officers
of the Company, including the Chief Executive Officer, and to establish the
general compensation policies for such individuals.
The Compensation Committee believes that the compensation programs for
the Company's executive officers should reflect the Company's performance and
the value created for the Company's stockholders. In addition, the compensation
programs should support the short-term and long-term strategic goals and values
of the Company and should reward individual contribution to the Company's
success. The Company is engaged in a very competitive industry, and the
Company's success depends upon its ability to attract and retain qualified
executives through the competitive compensation packages it offers to such
individuals.
General Compensation Policy. The Compensation Committee's policy is to
provide the Company's executive officers with compensation opportunities that
are based upon their personal performance, the financial performance of the
Company and their contribution to that performance, and which are competitive
enough to attract and retain highly skilled individuals. Each executive
officer's compensation package is comprised of three elements: (i) base salary
that is competitive with the market and reflects individual performance, (ii)
annual variable performance awards payable in cash and tied to the Company's
achievement of annual financial performance goals and (iii) long-term
stock-based incentive awards designed to strengthen the mutuality of interests
between the executive officers and the Company's stockholders. As an officer's
level of responsibility increases, a greater proportion of his or her total
compensation will be dependent upon the Company's financial performance and
stock price appreciation rather than base salary. The Compensation Committee
believes that the Company should provide officers with strong financial
incentives towards the achievement of corporate and personal performance goals.
Factors. The principal factors that were taken into account in
establishing each executive officer's compensation package for the 2000 Fiscal
Year are described below. However, the Compensation Committee may in its
discretion apply entirely different factors, such as different measures of
financial performance, for future fiscal years.
Base Salary. In setting base salaries, the Compensation Committee
reviewed published compensation survey data for its industry. The base salary
for each officer reflects the salary levels for comparable positions in
comparable companies, as well as the individual's personal performance and
internal alignment considerations. The relative weight given to each factor
varies with each individual. Each executive officer's base salary is adjusted
each year on the basis of (i) management's recommendations to the Compensation
Committee regarding the officer's personal performance for the year and (ii) the
competitive marketplace for persons in comparable positions. The Company's
performance and profitability are also factors in determining the base salaries
of executive officers.
Annual Incentives. The annual incentive bonus for the Chief Executive
Officer for fiscal year 2000 was based on the actual financial performance of
the Company in comparison to the Company's business plan, with emphasis given to
progress towards profitability. Multex achieved profitability for the first time
in its history in the third quarter and recognition for this achievement is
reflected in Mr. Karaev's 2000 incentive compensation. Bonuses for other
executive officers are based on similar factors, as well as on individual
performance targets. Based on the Company's performance for the 2000 Fiscal
Year, cash and/or restricted stock bonuses were awarded to the executive
officers named in the Summary Compensation Table in the indicated amounts.
Long Term Incentives. In general, stock option grants and/or grants
of restricted stock are made annually by the Compensation Committee to
each of the Company's executive officers. Each grant is designed to align the
interests of the executive officer with those of the stockholders and provide
each individual with a significant incentive to manage the Company from the
perspective of an owner with an equity stake in the business. Each grant allows
the officer to acquire shares of the Company's Common Stock at a fixed price per
share (the market price on the grant date) over a specified period of time (up
to ten years). Generally, each option becomes exercisable in a series of
installments over a 4-year period, contingent upon the officer's continued
employment with the Company. However, certain options granted to executive
officers become exercisable based on achievement of targets relating to revenue
growth and progress toward profitability. In all cases, the option will provide
a return to the executive
15
officer only if he or she remains employed by the Company during the vesting
period, and then only if the market price of the shares appreciates over the
option term. Grants of restricted stock generally vest in four installments
over two years.
The size of the option grant to each executive officer, including the
Chief Executive Officer, is set by the Compensation Committee at a level that is
intended to create a meaningful opportunity for stock ownership based upon the
individual's current position with the Company, the individual's personal
performance in recent periods and his or her potential for future responsibility
and promotion over the option term. The Compensation Committee also takes into
account the need to retain skilled and qualified individuals in its executive
management team, as well as the number of unvested options held by each
individual executive officer, in order to maintain an appropriate level of
equity incentive for that individual. The relevant weight given to each of these
factors varies from individual to individual. The Compensation Committee has
established certain guidelines with respect to the option grants made to the
executive officers, but has the flexibility to make adjustments to those
guidelines at its discretion.
CEO Compensation. In setting the total compensation payable to the
Company's Chief Executive Officer for the 2000 Fiscal Year, the Compensation
Committee sought to make that compensation competitive with the compensation
paid to the chief executive officers of similar companies, while at the same
time assuring that a significant percentage of compensation was tied to Company
performance and stock price appreciation.
The Compensation Committee adjusted Isaak Karaev's base salary for the
2000 Fiscal Year in recognition of his personal performance and with the
objective of maintaining his base salary at a competitive level when compared
with the base salary levels in effect for similarly situated chief executive
officers. With respect to Mr. Karaev's base salary, it is the Compensation
Committee's intent to provide him with a level of stability and certainty each
year and not have this particular component of compensation affected to any
significant degree by Company performance factors.
The remaining components of Mr. Karaev's 2000 Fiscal Year compensation,
however, were primarily dependent upon corporate performance. Mr. Karaev was
eligible for a cash bonus for the 2000 Fiscal Year conditioned on the Company's
attainment of certain goals with additional consideration to be given to
individual business plan objectives. A $600,000 bonus was paid to him for the
2000 Fiscal Year because the Company attained its business plan objectives. Mr.
Karaev elected to receive such bonus in the form of restricted stock.
Mr. Karaev was awarded options to purchase 200,000 shares of common
stock at the beginning of the 2000 fiscal year.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of
the Internal Revenue Code disallows a tax deduction to publicly held companies
for compensation paid to certain of their executive officers, to the extent that
compensation exceeds $1 million per covered officer in any fiscal year. The
limitation applies only to compensation that is not considered to be
performance-based. Non-performance based compensation paid to the Company's
executive officers for the 2000 Fiscal Year did not exceed the $1 million limit
per officer, and the Compensation Committee does not anticipate that the
non-performance based compensation to be paid to the Company's executive
officers for the 2001 Fiscal Year will exceed that limit. The Company's 1999
Stock Option Plan has been structured so that any compensation deemed paid in
connection with the exercise of option grants made under that plan with an
exercise price equal to the fair market value of the option shares on the grant
date will qualify as performance-based compensation which will not be subject to
the $1 million limitation. Because it is unlikely that the cash compensation
payable to any of the Company's executive officers in the foreseeable future
will approach the $1 million limit, the Compensation Committee has decided at
this time not to take any action to limit or restructure the elements of cash
compensation payable to the Company's executive officers. The Compensation
Committee will reconsider this decision should the individual cash compensation
of any executive officer ever approach the $1 million level.
It is the opinion of the Compensation Committee that the executive
compensation policies and plans provide the necessary total remuneration program
to properly align the Company's performance and the interests of the Company's
stockholders through the use of competitive and equitable executive compensation
in a balanced and reasonable manner, for both the short and long-term.
16
Submitted by the Compensation Committee of the Company's Board of
Directors:
I. Robert Greene
John Tugwell
April 30, 2001
STOCK PERFORMANCE GRAPH
The graph depicted below shows a comparison of cumulative total
stockholder returns for the Company, the Russell 2000 Index and a composite of
the following peer group companies: EDGAR Online, Inc., Factset Research Systems
Inc., Hoover's, Inc., MarketWatch.com, Inc., OneSource Information Services,
Inc., Primark Corporation, Reuters Group PLC (American Depositary Receipts) and
TheStreet.com, Inc.
[TOTAL STOCKHOLDER RETURN CHART]
Notes:
(1) The graph covers the period from March 17, 1999, the commencement date of
the Company's initial public offering of shares of its Common Stock, to
December 31, 2000.
(2) The graph assumes that $100 was invested in the Company on March 17, 1999,
in the Company's Common Stock and in each index or composite, and that all
dividends were reinvested. No cash dividends have been declared on the
Company's Common Stock.
(3) Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.
Notwithstanding anything to the contrary set forth in any of the
Company's previous or future filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate by reference this Proxy Statement or future filings made by the
Company under those statutes, the Compensation Committee Report, the Audit
Committee Report, the Audit Committee Charter, reference to the independence of
the Audit Committee members and the Stock Performance Graph are not deemed filed
with the Securities and Exchange Commission and shall not be deemed incorporated
by reference into any of those prior filings or into any future filings made by
the Company under those statutes.
17
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors oversees the Company's
financial reporting process. The Company's management has primary responsibility
for the financial statements and the reporting process, including the systems of
internal controls. Each of the members of the Audit Committee is "independent,"
as defined under the listing standards of the National Association of Securities
Dealers, Inc. The Audit Committee operates under a written charter adopted by
the Board of Directors which is included in this Proxy Statement as Appendix A.
In fulfilling its oversight responsibilities, the Audit Committee
reviewed with management the audited financial statements in the Company's
Annual Report on Form 10-K, including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of the audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company's accounting principles,
the matters required to be discussed by Statement on Auditing Standards No. 61
("Communication with Audit Committees"), as amended, and such other matters as
are required to be discussed with the Audit Committee under generally accepted
auditing standards. In addition, the Audit Committee has discussed with the
independent auditors the auditor's independence from management and the Company,
including the matters in the written disclosures and the letter required by the
Independence Standards Board Standard No. 1 ("Independence Discussions with
Audit Committees"), as amended, which were received from Ernst & Young LLP.
The Audit Committee discussed with the Company's independent auditors
the overall scope and plans for their audit. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting. The
Audit Committee held three meetings during fiscal year 2000.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved) the
inclusion of the audited financial statements in the Annual Report on Form 10-K
for the year ended December 31, 2000 for filing with the Securities and Exchange
Commission. The Audit Committee and the Board have also recommended, subject to
stockholder approval, the selection of the Company's independent auditors.
Submitted by the Audit Committee of the Company's Board of Directors:
John Tugwell, Audit Committee Chairman
I. Robert Greene, Audit Committee Member
Lennert J. Leader, Audit Committee Member
April 30, 2001
18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reuters Agreements
Reuters Limited ("Reuters") entered into agreements with Multex.com
governing three significant new business relationships between the parties
during 2000. The parties also continued to work together under agreements
governing four existing business relationships. Further, Reuters and Multex.com
entered into an agreement governing one additional significant business
relationship during the first quarter of 2001. These agreements and the
underlying business relationships are each described briefly below.
During 2000, Multex.com and Reuters continued their longstanding
business relationship pursuant to which Multex.com provides its MultexNET and
MultexNET-On-Demand products to Reuters customers via certain Reuters products.
Under the terms of the governing agreement, which terms remained unchanged in
2000, Multex.com and Reuters share the revenues generated from sales of these
products, with Multex.com receiving between 50% and 75% of the revenues
generated. Multex.com and Reuters also continued to work together in the
distribution of certain Multex.com products through Factiva, which is a joint
venture between Reuters and Dow Jones. Under the terms of the governing
agreement, Multex received 25% of the revenues from sales of the Multex.com
products. However, during 2000, the governing agreement was amended such that
Multex.com now receives 75% of the revenues from sales of the Multex.com
products. Multex.com also continued its work on the development of research
portals for Reuters' Instinet institutional and retail brokerage customers, and
began hosting those sites during 2000. The three-year agreements governing these
relationships provide for payment to Multex.com of development and hosting fees.
In the first quarter of 2001, Reuters decided to terminate the Instinet
retail brokerage site. Multex.com and Reuters agreed on a buy-out of the
remaining contract term. The institutional site continues to be hosted by
Multex.com. Also during 2000, Reuters continued to license fundamental financial
data from Multex.com's Market Guide subsidiary. Under the terms of the five-year
agreement governing that relationship, which comes up for renewal in July 2001,
Reuters pays Multex.com a monthly license fee.
In February 2000, Reuters and Multex.com entered into a joint venture
agreement to operate Multex Investor Europe. In December 2000, Reuters and
Multex.com entered into a joint venture agreement to operate Multex Investor
Japan. These joint ventures are intended to extend Multex.com's Multex Investor
products and services into the European and Asian markets, and are the exclusive
vehicles for such products and services in certain countries in those regions.
Both of these joint ventures include the performance of services, sales of
products, and licensing of intellectual property by each of the parties to the
joint venture. In the case of the Multex Investor Europe joint venture, Reuters
also agreed to license certain intellectual property and provide certain
products to Multex.com for its use outside the context of the joint venture.
Multex.com and Reuters are equal partners in each of these joint ventures and
will share equally in any net revenues generated from them. In each case,
Reuters' contribution to the equity of the joint venture consisted mainly of
cash, and Multex.com's contribution consisted mainly of services and
royalty-free licenses of intellectual property rights. Each party is being paid
for certain services, licenses, and products provided to the joint ventures,
with the majority of such paid services, licenses, and products being provided
by Multex.com. The joint ventures are each jointly governed and operated, though
each is an independent legal entity.
Also during 2000, Multex.com and Reuters' entered into an agreement
pursuant to which Multex.com developed and now hosts a fixed income destination
website for Reuters and its institutional clients. Multex.com receives ongoing
development and hosting fees pursuant to the parties' agreement.
During the first quarter of 2001, Multex.com and Reuters entered into
an agreement whereby Multex.com will provide its new Global Earnings Estimates
products and services, together with certain global fundamental data, to Reuters
for distribution to Reuters' clients via certain of Reuters' institutional
products and services. Under the terms of the governing agreement, Reuters paid
a setup fee and will pay a monthly royalty throughout the term, which is
initially for two years, but which may renew automatically for successive
one-year renewal terms.
We believe that the terms of the agreements with Reuters governing
these eight business relationships are no less favorable than the terms we would
have otherwise negotiated with an unaffiliated third party. Reuters and its
affiliates (not including Multex Investor Europe or Multex Investor Japan) paid
Multex.com an aggregate of approximately $4,000,000 in 2000. In addition, Multex
Investor Europe paid Multex.com an aggregate of approximately $2,000,000. Mr.
19
Herbert Skeete, who became a director of Multex.com in March 1999 and resigned
in February 2000, and Mr. Devin Wenig, who became a director of Multex.com in
February 2000, are both officers of Reuters.
America Online Agreements
In March 1998, Multex.com entered into an agreement with America
Online Inc., a predecessor to AOL Time Warner, Inc. and one of our significant
stockholders. Through this relationship with America Online, we secured a
position as an exclusive anchor tenant for brokerage research on the America
Online Personal Finance channel, giving us continuous and permanent placement on
the channel, as well as a programming presence on other screens within the
America Online service, with links from those locations back to Multex Investor.
America Online has the right to cancel this "exclusive" tenancy if we do not
remain one of the top three providers of commingled investment and brokerage
research, or if it determines that our content is not commensurate with that of
a top three provider. The agreement expired in February 2001 and America Online
exercised its renewal right. In consideration of the anchor tenant position, we
paid America Online a carriage fee of $100,000 in 1998 and under the revised
agreement, we are obliged to pay an aggregate carriage fee of $1.8 million in
eight equal installments, which began in February 1999 and ended in February
2001. Payment of a prorated carriage fee will continue through February 2002.
In addition, Multex.com, through its Sage Online subsidiary, pays AOL
Time Warner approximately $500,000 per year in carriage fees relating to America
Online's distribution of Sage Online content.
In addition to the agreements described above, Multex.com provides AOL
Time Warner with fundamental data and other content through its Market Guide
subsidiary. AOL Time Warner paid approximately $700,000 in 2000 for Market Guide
products.
We believe that the terms of the agreements with AOL Time Warner are no
less favorable than the terms we would have otherwise negotiated with an
unaffiliated third party.
Mr. Lennert J. Leader, who is one of our directors, is the President of
AOL Time Warner Ventures, an affiliate of AOL Time Warner Inc.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The members of our Board of Directors, our executive officers and
persons who hold more than ten percent of our outstanding Common Stock are
subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934, as amended, which requires them to file reports with
respect to their ownership of our Common Stock and their transactions in such
Common Stock. Based upon a review of (i) the copies of Section 16(a) reports
which Multex.com has received from such persons or entities for transactions in
our Common Stock and their Common Stock holdings for the fiscal year ended
December 31, 2000, and (ii) the written representations received from one or
more of such persons or entities that no annual Form 5 reports were required to
be filed by them for the fiscal year ended December 31, 2000, Multex.com
believes that all reporting requirements under Section 16(a) for such fiscal
year were met in a timely manner by its directors, executive officers and
beneficial owners of greater than ten percent of its Common Stock, except for
the following: Mr. Byramji and Mr. James M. Tousignant each filed one late
report regarding the exercise of one and three options, respectively, to
purchase Common Stock; Mr. Greene and Mr. Tugwell filed one and two late
reports, respectively, regarding three and two purchases, respectively, of
Common Stock; and Mr. Amonette filed two late reports regarding six sales of
Common Stock.
20
ANNUAL REPORT
A copy of the Annual Report of the Company for the 2000 Fiscal Year is
being mailed concurrently with this Proxy Statement to all stockholders entitled
to notice of and to vote at the Annual Meeting. The Annual Report is not
incorporated into this Proxy Statement and is not considered proxy solicitation
material.
FORM 10-K
The Company filed an Annual Report on Form 10-K with the Securities and
Exchange Commission on April 2, 2001. Stockholders may obtain a copy of this
report, without charge, by writing to John J. McGovern, Chief Financial Officer,
at the Company's principal executive offices located at 100 William Street, 7th
Floor, New York, New York 10038.
By Order of the Board of Directors
CURTIS CARMACK
General Counsel and Secretary
Dated: April 30, 2001
21
APPENDIX A
MULTEX.COM, INC.
AUDIT COMMITTEE CHARTER
Organization
There shall be a committee of the Board of Directors to be known as the
Audit Committee. The Audit Committee of the Board of Directors shall be
comprised of three or more directors who are independent of Multex.com, Inc.
(the "Company") and its management. All Audit Committee members must be
financially literate and at least one member must have accounting or related
financial management expertise. The Board of Directors shall appoint the members
of the Audit Committee for one-year terms at its annual meeting.
Members of the Audit Committee shall be considered independent if they
have no relationship to the Company that may interfere with the exercise of
their independent judgment. A member will not be considered independent if,
among other things, he or she has: (i) been employed by the Company or its
affiliates in the current or past three years; (ii) accepted any compensation
from the Company or its affiliates in excess of $60,000 during the previous
fiscal year (except for board service, retirement plan benefits, or
non-discretionary compensation); (iii) an immediate family member who is, or who
has been in the past three years, employed by the Company or its affiliates as
an executive officer; (iv) been a partner, controlling shareholder or an
executive officer of any for-profit business to which the Company made, or from
which it received, payments (other than those which arise solely from
investments in the Company's securities) that exceed five percent of the
organization's consolidated gross revenues for that year, or $200,000, whichever
is more, in any of the past three years; or (v) been employed as an executive of
another entity where any of the Company's executives serve on that entity's
compensation committee.
Statement of Policy
The Audit Committee shall (i) assist the Board of Directors in
fulfilling its responsibility to provide the public with conservative and
accurate financial reporting in compliance with Securities and Exchange
Commission and other regulatory requirements; (ii) support management's efforts
to enhance the quality and integrity of the Company's internal control
structure; and (iii) work to provide effective communication between the Board
of Directors and the Company's independent public accountants.
Frequency of Meetings
The Audit Committee will meet at least four times each year, or more
frequently as deemed necessary to perform its required duties. The Audit
Committee may ask members of management or others to attend Audit Committee
meetings and to provide pertinent information as necessary.
Responsibilities
The Audit Committee shall be responsible for reviewing the Company's:
(i) financial reporting functions and the preparation of financial information
that will be provided to the shareholders and others, (ii) external and internal
audit processes, and (iii) systems of internal control and compliance. It shall
be the responsibility of the Audit Committee to maintain free and open
communication between the directors, the independent auditors and the financial
management of the Company.
Duties of the Audit Committee
In carrying out its responsibilities, the Audit Committee will:
Financial Reporting and Related Financial Information
22
Review the quarterly financial statements and related Management's
Discussion and Analysis ("MD&A") with the Company's management and its
independent auditors prior to the filing of the Form 10-Q to determine that the
independent auditors do not take exception to the disclosure and content of the
financial statements, and discuss any other matters required to be communicated
to the Audit Committee by the auditors. The Chairman of the Audit Committee may
represent the entire Audit Committee for purposes of this review.
Review with management and the independent auditors the financial
statements, auditor's opinion and MD&A contained in the annual report to
shareholders prior to the filing of the Form 10-K (or prior to the press release
of annual results, if possible). The Audit Committee shall ensure that the
independent auditors are satisfied with the disclosure and content of the
financial statements to be presented to shareholders.
Review with management and the independent auditors the results of
their analysis of significant financial reporting issues and practices,
including changes in, or adoptions of, accounting principles and disclosure
practices, and discuss any other matters required to be communicated to the
Audit Committee by the auditors.
Review with management and the independent auditors their judgments
about the quality (not merely the acceptability) of accounting principles and
financial disclosure practices used or proposed to be used. The Audit Committee
shall evaluate the degree of aggressiveness or conservatism of the Company's
accounting principles and underlying estimates, and other significant decisions
made in preparing the financial statements.
Prepare a report for inclusion in the Company's proxy statement
relating to its annual meeting of shareholders that describes the Audit
Committee's composition and responsibilities, and how they were discharged.
External and Internal Audit Processes
Inquire of management and the independent auditors about significant
risks or exposures and assess the steps management has taken to minimize such
risks to the Company.
Make recommendations to the Board of Directors regarding the
independent auditors to be selected to audit the financial statements of the
Company.
Have a clear understanding with the independent auditors that they are
ultimately accountable to the Board of Directors and the Audit Committee, as the
representatives of the shareholders. The Board of Directors and the Audit
Committee shall have the ultimate authority to engage, evaluate and, if
appropriate, terminate the services of the independent auditors.
Meet with the independent auditors and financial management of the
Company to review and approve the scope of the proposed audit and timely
quarterly reviews for the current year, the procedures to be utilized and the
independent auditor's compensation (including fees for non-audit services).
Review, at the conclusion of the annual audit and quarterly reviews,
the independent auditors' summary of significant accounting, auditing and
internal control issues identified, along with recommendations and management's
corrective action plans. Such review should also address any significant changes
to the original audit plan and any serious disputes with management during the
audit or review. Management shall notify the Audit Committee when it seeks a
second opinion on a significant accounting issue.
On an annual basis, obtain from the independent auditors a written
communication delineating all their relationships and professional services as
required by Independence Standards Board Standard No. 1: Independence
Discussions with Audit Committees. In addition, review with the independent
auditors the nature and scope of any disclosed relationships or professional
services and take, or recommend that the Board of Directors take, appropriate
action to ensure the continuing independence of the auditors.
Review and approve management's appointment, termination or replacement
of the Company's internal audit director.
23
Provide sufficient opportunity for the independent auditors to meet
with the members of the Audit Committee without members of management present.
Among the items to be discussed in such meeting are the independent auditors'
evaluation of the Company's financial and accounting personnel, and the
cooperation that the independent auditors received during the course of audit.
Internal Control and Compliance
Review with the independent auditors and the Company's financial and
accounting personnel, the adequacy and effectiveness of the accounting and
financial controls of the Company. The Audit Committee shall elicit
recommendations for the improvement of such internal controls and identify
particular areas where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the adequacy of internal
controls to expose any payments, transactions, or procedures that might be
deemed illegal or otherwise improper.
Review at least annually with management the process for monitoring
adherence to the Company's corporate compliance program, including any
significant compliance findings.
Review reports received from regulators and other legal and regulatory
matters that may have a material effect on the Company's financial statements or
related Company compliance policies.
Reporting by the Audit Committee and Other Matters
Report the results of the annual audit to the Board of Directors. If
requested by the Board, invite the independent auditors to attend the full Board
of Directors meeting to assist in reporting the results of the annual audit or
to answer other directors' questions.
Minutes of all meeting will be maintained and approved by the Audit
Committee. The Chairman of the Audit Committee shall submit the minutes of all
meetings of the Audit Committee to, or discuss the matters addressed at each
Audit Committee meeting with, the Board of Directors.
Review accounting and financial human resources and succession planning
within the Company.
Investigate any matter brought to its attention within the scope of its
duties. The Audit Committee shall have the power to retain outside counsel when
appropriate.
This Audit Committee Charter shall be submitted annually to the full
Board of Directors for review and approval.
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APPENDIX I
MULTEX.COM, INC.
PROXY
Annual Meeting of Stockholders, June 13, 2001
This Proxy is Solicited on Behalf of the Board of Directors of
Multex.com, Inc.
The undersigned revokes all previous proxies, acknowledges receipt of
the Notice of the Annual Meeting of Stockholders to be held June 13, 2001 and
the Proxy Statement and appoints Isaak Karaev, Chief Executive Officer, and
Curtis Carmack, General Counsel and Secretary, and each of them, the Proxy of
the undersigned, with full power of substitution, to vote all shares of Common
Stock of Multex.com, Inc. (the "Company") which the undersigned is entitled to
vote, either on his or her own behalf or on behalf of any entity or entities, at
the Annual Meeting of Stockholders of the Company to be held at the Company's
offices, 100 William Street, 7th Floor, New York, New York 10038 on Wednesday,
June 13, 2000 at 10:00 a.m. New York City time (the "Annual Meeting"), and at
any adjournment or postponement thereof, with the same force and effect as the
undersigned might or could do if personally present thereat. The shares
represented by this Proxy shall be voted in the manner set forth below.
1. To elect two Class II directors to serve for a three-year term ending
in the year 2004 or until each of their successors are duly elected
and qualified;
Lennert J. Leader [ ] FOR both nominees listed at left [ ] WITHHOLD AUTHORITY TO VOTE for both
Devin N. Wenig (except as written below to the nominees listed at left
contrary)
_____________________________________ Instruction: To withhold authority to vote
for an individual nominee, write the
nominee's name in the space provided at left.
2. [ ] FOR [ ] AGAINST [ ] ABSTAIN To ratify the appointment
of Ernst & Young LLP as independent public accountants of the Company
for the fiscal year ending December 31, 2001.
3. In accordance with the discretion of the proxy holders, to act upon
all matters incident to the conduct of the meeting and upon other
matters as may properly come before the meeting.
The Board of Directors recommends a vote IN FAVOR OF the directors
listed above and a vote IN FAVOR OF the listed proposal. This Proxy, when
properly executed, will be voted as specified above. If no specification is
made, this Proxy will be voted IN FAVOR OF the directors listed above and IN
FAVOR OF the listed proposal.
Please print the name(s)
appearing on each share
certificate(s) over which
you have voting authority: ___________________________________________
(Print name(s) on certificate)
Please sign your name:__________________________ Date:________________
(Authorized Signature(s))