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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
ACCESS WORLDWIDE COMMUNICATION, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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)(4) 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 was 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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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
Access
WORLDWIDE
Notice of Annual Meeting of Stockholders
to be held on June 20, 2001
--------------------
Boca Raton, Florida
May [ ], 2001
To the Stockholders of
ACCESS WORLDWIDE COMMUNICATIONS, INC.:
The Annual Meeting of the Stockholders of ACCESS WORLDWIDE COMMUNICATIONS,
INC. (the "Company") will be held at the executive offices of the Company at
4950 Communication Avenue, Suite 300, Boca Raton, Florida at 11:00 a.m., local
time, on Wednesday, June 20, 2001, to consider and act upon the following
matters:
1. To elect six directors as follows: (a) two directors to serve a
three-year term, two directors to serve a two-year term, and two
directors to serve a one-year term, or (b) if Proposal Two is not
approved, six directors to serve a one year term;
2. To approve an amendment to the Restated Certificate of Incorporation
of the Company to provide for the classification of the Company's
Board of Directors (hereinafter referred to as the "Board of
Directors" or the "Board") and related matters;
3. To ratify the selection of PricewaterhouseCoopers LLP as the Company's
independent auditors; and
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The close of business on May [ ] 2001, has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and to vote at, the annual meeting.
By Order of the Board of Directors,
Richard Lyew
Secretary
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, THE BOARD OF DIRECTORS URGES
YOU TO PROMPTLY MARK, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND MAIL IT IN
THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES, SO THAT YOUR VOTE CAN BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND
PERSONALLY.
ACCESS WORLDWIDE COMMUNICATIONS, INC.
----------------------
PROXY STATEMENT
----------------------
This Proxy Statement, which will be mailed commencing on or about May
[ ], 2001 to the persons entitled to receive the accompanying Notice of Annual
Meeting of Stockholders, is provided in connection with the solicitation of
proxies on behalf of the Board of Directors of Access Worldwide Communications,
Inc. (the "Company") for use at the 2001 Annual Meeting of Stockholders (the
"Meeting") to be held on June 20, 2001, at 11:00 a.m. local time, at the
Company's executive offices, and at any adjournment or adjournments thereof, for
the purposes set forth in such notice. The Company's executive offices are
located at 4950 Communication Avenue, Suite 300, Boca Raton, Florida 33431.
Holders of record of issued and outstanding shares of common stock,
$.01 par value per share ("Common Stock"), of the Company, as of May [ ], 2001
(the "Record Date"), will be entitled to notice of and to vote at the Meeting as
described below. On the Record Date, there were issued and outstanding 9,740,001
shares of Common Stock. The Company has no class or series of stock outstanding
and entitled to vote at the Meeting other than the Common Stock. Each share of
Common Stock is entitled to one vote with respect to each matter to be voted on
at the Meeting.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Meeting is
necessary to constitute a quorum at the Meeting or any adjournments thereof.
Except as set forth below, abstentions and broker non-votes (as hereinafter
defined) will be counted as present for the purpose of determining the presence
of a quorum.
Directors of the Company are elected by plurality vote. Adoption of
Proposal Two requires the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote thereon. Consequently, any
shares not voted (whether by abstention, broker non-vote or otherwise) will have
the same effect as votes against this proposal. A "broker non-vote" refers to
shares of Common Stock represented at the Meeting in person or by proxy by a
broker or nominee where such broker or nominee (i) has not received voting
instructions on a particular matter from the beneficial owners or persons
entitled to vote, and (ii) the broker or nominee does not have discretionary
voting power on such matter. Adoption of Proposal Three requires the affirmative
vote of the holders of a majority of the shares of Common Stock entitled to vote
thereon and present at the meeting in person or by proxy. For the purpose of
determining the vote required for approval of Proposals One and Three, shares
held by stockholders who abstain from voting will be treated as being "present"
and "entitled to vote" on the matter and, thus, an abstention has the same legal
effect as a vote against the matter. However, in the case of a broker non-vote
or where a stockholder withholds authority from his proxy to vote the proxy as
to Proposal One or Three, such shares will not be treated as "present" and
"entitled to vote" on the matter and, thus, a broker non-vote or the withholding
of a proxy's authority will have no effect on the outcome of the vote on the
matter.
1
Any proxy may be revoked at any time before it is exercised by written
notice to the Secretary of the Company. The casting of a ballot at the Meeting
by a stockholder who may theretofore have given a proxy will not have the effect
of revoking that proxy unless the stockholder so notifies the Secretary of the
Company in writing at any time prior to the voting of the shares represented by
the proxy.
PROPOSAL ONE
ELECTION OF DIRECTORS
Six directors will be elected at the Meeting. If the stockholders
approve Proposal Two, the Board of Directors will be divided into three classes
with staggered terms of office. The nominating committee of the Company
("Nominating Committee") has determined that the initial classification of the
Board will be as follows: (i) the Class I directors, Peter D. Bewley and Lee H.
Edelstein, which will serve until the date of the 2002 Annual Meeting of
Stockholders; (ii) the Class II directors, Randall J. Lewis and Shawkat Raslan,
which will serve until the date of the 2003 Annual Meeting of Stockholders;
(iii) and the Class III directors, Michael Dinkins and Liam S. Donohue, which
will serve until the date of the 2004 Annual Meeting of Stockholders. At each
Annual Meeting after 2001, directors will be elected to succeed those directors
whose terms then expire, and each person so elected will serve for a three-year
term. If Proposal Two is not approved, directors elected at the Meeting will
serve until the date of the 2002 Annual Meeting of Stockholders and until their
respective successors are duly elected and shall have qualified.
It is the intention of each of the persons named in the accompanying
form of proxy to vote the shares represented thereby in favor of the six
nominees listed in the following table, unless contrary instructions are given.
All of the nominees are presently serving as directors. In case any of the
nominees are unable or decline to serve, such persons reserve the right to vote
the shares represented by such proxy for another person duly nominated by the
Board of Directors in his stead or, if no other person is so nominated, to vote
such shares for the remaining nominees. The Board of Directors has no reason to
believe that any person named will be unable or will decline to serve. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES NAMED
ABOVE. It is the intention of the persons named in the accompanying form of
proxy to vote the shares represented thereby in favor of such proposal unless
otherwise instructed in such proxy.
Certain information concerning the nominees for election as directors
is set forth below. Such information was furnished by them to the Company.
2
Shares of Common
Stock Owned
Name of Nominee and Beneficially as of Percent
Biographical Information [March 20, 2001] (1) of Class
- ----------------------------------------------------------------------------------------- ----------------------- ----------
Peter D. Bewley, age 54, has been a director of the Company since May 1997. Mr. Bewley 38,672 (2) *
has been Senior Vice President-General Counsel and Secretary of The Clorox Company since
February 1998. From May 1994 to February 1998, he was Senior Vice President, General
Counsel and Secretary of NovaCare, Inc. ("NovaCare"), a provider of comprehensive
rehabilitation services. Prior to joining NovaCare, Mr. Bewley was employed as an attorney
with Johnson & Johnson for 17 years, most recently as Associate General Counsel. Before
that, he served as an associate with the law firm of Wilmer, Cutler & Pickering from 1972
to 1977.
Michael Dinkins, age 47, has been the Chairman of the Board since February 2000, and a 134,192 (3) 1.3%
director, as well as, President and Chief Executive Officer of the Company since August
1999. Previously, Mr. Dinkins had been the Chief Financial Officer since joining the
Company in 1997 until August 1999. From May 1996 to August 1997, he was President of
Cadmus Graphic Communications Group. From September 1993 to May 1996, he was Chief
Financial Officer of Cadmus Communications Corporation. From 1976 to 1993, he served in
various managerial and financial positions for General Electric Company, Inc. Mr. Dinkins
currently serves as a director of the LandAmerica Financial Group, Inc.
Liam S. Donohue, age 33, has been a director of the Company since December 1996. Mr. 29,372 (4) *
Donohue is a founding partner of DHM Arcadia Partners, a private equity fund investing in
the for-profit education and training industry. From 1995 through 1998, Mr. Donohue was a
principal of Foster Management Company, an investment advisor firm. In 1994, he was an
Associate of Salomon Brothers Corporate Finance Group in London. From 1989 to 1993, he was
an Associate with Booz, Allen and Hamilton, Inc.'s International Environmental Management
Practice and started Booz, Allen's office in Budapest, Hungary.
Lee H. Edelstein, age 53, has been a director of the Company since October 1997. Mr. 205,685 (5) 2.0%
Edelstein is the President of LHE Consulting, Inc. a business consulting firm. From
January 1997 to May 1999, Mr. Edelstein was President of the TMS Professional Markets
Group of the Company. In 1992, he founded TeleManagement Services, Inc. ("TMS"), a
pharmaceutical and healthcare direct marketing and teleservices company acquired by the
Company in January 1997. Prior to founding TMS, Mr. Edelstein worked for Goldline
Laboratories, a division of IVAX Corp., a pharmaceutical company, for 11 years in various
management positions including Operations Manager, Director of Marketing and Vice
President of Marketing and Business Development.
3
Shares of Common
Stock Owned
Name of Nominee and Beneficially as of Percent
Biographical Information [March 20, 2001} (1) of Class
- ----------------------------------------------------------------------------------------- ----------------------- ----------
Randall J. Lewis, age 38, has been a director of the Company since May 2000. Since 5,000 *
November 1999, Mr. Lewis has served as Executive Vice President and Chief Auditor of Wells
Fargo & Co. ("Wells Fargo"), a financial services company. From July 1997 to November
1999, Mr. Lewis served as Vice President of Corporate Development of Wells Fargo From 1984
to 1997, Mr. Lewis served in various finance and operations positions for General Electric
Company, most recently as Chief Financial Officer of GE Consumer Financial Services.
Shawkat Raslan, age 49, has been a director of the Company since May 1997. Since June 42,672 (6) *
1983, Mr. Raslan has served as President and Chief Executive Officer of International
Resources Holdings, Inc., an asset management and investment advisory service for
international clients. Prior thereto, he served as Vice President of Trans Arabian
Investment Bank in Bahrain from 1980 to 1983. From 1976 to 1980, Mr. Raslan was a liaison
officer and engineer for Turner International, a construction management company. He
currently serves as a director of Tiedemann Investment Group, Parisco Ltd., St. James's
Club Antigua, and Integra, Inc and managing partner of Prima Partners LP and Links Venture
Partners LP.
- ---------------
* Less than one percent.
(1) As of [March 20, 2001], each director had sole voting and investment power
with respect to all shares shown in the table as beneficially owned by him.
(2) Includes 27,672 shares of Common Stock presently issuable upon exercise of
options.
(3) Includes 127,192 shares of Common Stock presently issuable upon exercise of
options.
(4) Includes 25,672 shares of Common Stock presently issuable upon exercise of
options.
(5) Includes 4,669 shares of Common Stock presently issuable upon exercise of
options.
(6) Includes 27,672 shares of Common Stock presently issuable upon exercise of
options.
During the fiscal year ended December 31, 2000, the Board of Directors
met eight times. All of the incumbent directors attended more than 75% of the
4
meetings of the Board of Directors and the total number of meetings held by all
committees of the Board of Directors.
The Board has a compensation committee ("Compensation Committee"), an
audit committee ("Audit Committee"), a capital and finance committee ("Capital
and Finance Committee") and a Nominating Committee. The Compensation Committee
reviews and makes recommendations regarding the compensation for executive
officers and other key employees of the Company, including salaries and bonuses.
No member of the Compensation Committee is an officer of the Company. The
current members of the Compensation Committee of the Board of Directors for
fiscal year 2000 are Shawkat Raslan, Peter D. Bewley, Liam S. Donohue and
Randall Lewis. The Compensation Committee has a stock option subcommittee
("Stock Option Subcommittee"). The members of the Stock Option Subcommittee are
Peter D. Bewley, Randall Lewis and Shawkat Raslan. The Stock Option Subcommittee
administers the Company's stock option plan ("Stock Option Plan") and determines
the persons who are to receive options, the number of shares subject to each
option and the terms, including the exercise price, of such options. The
Compensation Committee met twice in 2000.
The members of the Audit Committee are Peter D. Bewley, Liam S.
Donohue, Randall Lewis and Shawkat Raslan. The Audit Committee acts as a liaison
between the Board and the independent accountants and annually recommends to the
Board the appointment of the independent accountants. The Audit Committee
reviews with the independent accountants the planning and scope of the audits of
the Company's financial statements, the results of those audits and the adequacy
of internal accounting controls as well as monitors other corporate and
financial policies. The Audit Committee met seven times during 2000.
The members of the Capital and Finance Committee are Liam S. Donohue,
Lee H. Edelstein and Randall Lewis. The Capital and Finance Committee reviews
the financial condition of the Company so as to counsel the Board on the total
financial resources, strength and capabilities of the Company. The Capital and
Finance Committee is authorized to approve acquisitions of businesses having an
aggregate purchase price of less than $1,000,000. This committee has been
further authorized to explore and recommend various forms of financing and
capital facilities. The Capital and Finance Committee met four times in 2000.
The members of the Nominating Committee are Lee H. Edelstein, Peter D.
Bewley and Shawkat Raslan. The Nominating Committee is authorized to review,
approve and recommend to the Board persons for election as directors. The
Nominating Committee met once during 2000. In addition, the Nominating Committee
will consider written nominations by stockholders, which are submitted to the
Chairman of the Nominating Committee and addressed in care of Secretary, Access
Worldwide Communications, Inc., 4950 Communication Avenue, Suite 300, Boca
Raton, Florida 33431.
5
Compensation of Directors
Non-management directors of the Company receive an annual retainer of
$15,000 excluding the Chairman. A non-management Chairman would be entitled to
receive an annual retainer of $17,500. In addition, non-management directors of
the Company receive fees of $1,000 for each meeting attended in person, $500 for
each committee meeting attended on a day other than the day of a full Board of
Directors meeting and $500 for each board of directors or committee meeting
attended via teleconference. New non-management directors of the Company receive
option to purchase 10,000 shares of Common Stock at the closing price on the day
elected while existing non-management directors receive options to purchase
5,000 shares of Common Stock on each annual meeting date. These stock options
vest evenly over three years. In addition, in the event that the Chief Executive
Officer is awarded a 100% bonus payment with respect to any fiscal year, each
non-management director receives an additional option to purchase 5,000 shares
of Common Stock on the date the 100% bonus payment is approved. Directors who
are officers of the Company do not receive any additional compensation for
serving on the Board. Additionally, directors are reimbursed for out-of-pocket
expenses related to their duties.
Also, Peter D. Bewley, Liam S. Donohue, Lee Edelstein and Shawkat
Raslan were each granted options to purchase 5,000 shares of Common Stock and
Randall Lewis was granted an option to purchase 10,000 shares of Common Stock.
6
EXECUTIVE OFFICERS
Our executive officers and their ages as of the Record Date are as
follows.
Name Age Position
---- --- --------
Michael Dinkins 47 Chairman of the Board, President and Chief Executive
Officer
John Hamerski 49 Executive Vice President and Chief Financial Officer
Joseph Macaluso 60 Executive Vice President of Sales and Marketing -Phoenix
Marketing Group
Robert Regazzi 62 Senior Vice President and Chief Operating Officer -Phoenix
Marketing Group
Bernard Tronel 43 Senior Vice President and Chief Operating Officer -
Teleservices Group
Barbara Monaghan 43 Senior Vice President and Chief Operating Officer - AM
Medica Communications Group
Below is a summary of the business experience of each of our executive
officers. The business experience of Mr. Dinkins appears under the caption
"Election of Directors" set forth above.
John Hamerski, age 49, has been Executive Vice President and Chief Financial
Officer of Access Worldwide since 2000. He joined the Company in 1997 as Senior
Vice President, Financial Planning and Analysis. From 1993-1997, he worked at
the Cadmus Communications Corporation, a printing and communications company,
most recently as Vice President and Chief Financial Officer for Cadmus
Interactive. In his positions with Cadmus, he coordinated the corporate fiscal
plan, assisted in a secondary offering and identified acquisition candidates.
Joseph Macaluso, age 60, is the Executive Vice President of Sales and Marketing
for Access Worldwide's Phoenix Marketing Group, a pharmaceutical database
management and sample fulfillment company co-founded by Mr. Macaluso in 1983 and
acquired by Access Worldwide in 1997. In creating and overseeing the Phoenix
Marketing Group, Inc., Mr. Macaluso was responsible for product development,
sales, marketing and customer and industry relations.
Robert Regazzi, age 62, has been Senior Vice President of Access Worldwide and
Chief Operating Officer of Access Worldwide's Phoenix Marketing Group since
1999. He joined Access Worldwide in 1998 in the newly created role of Senior
Vice President and General Manager of the Company's Phoenix Marketing Group.
From 1996-1998, Mr. Regazzi was President and Chief Executive Officer of Product
Knowledge Systems, Inc, a training and education company, where he developed
operating, sales, finance, administration and research & development
infrastructures.
Bernard Tronel, age 43, has been Senior Vice President of Access Worldwide and
Chief Operating Officer of Access Worldwide's Teleservices Group since 1999.
From 1996-1999, he was Vice President and General Manager for the Company's ICT
Group where he oversaw five call centers generating 100,000 hours of call
7
production each month. From 1994-1996, he was Worldwide Director of
Telemarketing for the Franklin Mint, a creator and supplier of finely crafted
collectibles. In that position, he oversaw call centers that employed more than
1,200 employees and opened offices in London.
Barbara Monaghan, age 43, has been Senior Vice President of Access Worldwide and
Chief Operating Officer of Access Worldwide's AM Medica Communications Group
since 2000. She joined the Company in 1993 as Vice President and Client Services
Director. Previously, she held several positions with Audio Visual Medical
Marketing, a medical communications company, including Vice President, Account
Manager and Director of Project Management. In those positions, she gained
experience in developing and implementing international medical education
programs and worked on a variety of therapeutic categories including cardiology
and infectious diseases.
No family relationships exist between any executive officers of the Company.
Executive Compensation
The following table sets forth information for the fiscal years ended
December 31, 2000, 1999 and 1998, concerning the compensation of the Company's
Chief Executive Officer, Chief Financial Officer and the four other most highly
compensated executive officers of the Company whose total annual salary and
bonus exceeded $100,000 during the fiscal year ended December 31, 2000 (the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE Long Term
Annual Compensation Compensation Award
------------------- ------------------
Other
Annual Securities All Other
Salary Bonus Compensation Underlying Compensation ($)
Name and Principal Position Year ($) ($) ($)(1) Options (2)
- -------------------------------- -------- ------------ ----------- ---------------- -------------- ------------------
Michael Dinkins, Chairman, 2000 $292,315 $100,000 -- 10,000 $1,450
President and Chief Executive 1999 238,000 -- $55,566(6) 200,000 4,049
Officer 1998 200,000 80,000 75,000 1,309
John Hamerski, Executive Vice 2000 142,000 50,000 -- 26,500 505
President and Chief Financial 1999 115,000 20,000 43,541(9) 2,000 505
Officer 1998 95,000 21,500 29,482(9) 12,500 505
Joseph Macaluso, Executive 2000 248,205 50,000 8,400 4,000 14,644
Vice President of Sales & 1999 163,455 -- 8,400 2,000 12,038
Marketing 1998 149,994 -- 8,400 12,500
Robert Regazzi, Senior Vice 2000 205,620 63,600 -- 4,000 5,815
President and Chief Operating 1999 158,990 20,147 -- 2,000 2,878
Officer - Phoenix Marketing 1998 48,459 10,000 50,000(7) 50,000 --
Group (3)
Bernard Tronel, Senior Vice 2000 218,021 45,000 6,000 4,000 2,430
President and Chief Operating 1999 124,217 20,000 30,000(8) 15,000 1,569
Officer - Teleservices Group (4) 1998 -- -- -- -- --
Barbara Monaghan, Senior Vice 2000 212,235 -- -- 1,500 --
President and Chief Operating 1999 170,135 -- -- 3,000 --
Officer - AM Medica 1998 109,000 -- -- -- --
Communications Group(5)
(1) Includes payments made by the Company to the Named Executive Officers for
moving expenses and car allowances.
(2) Includes contributions made by the Company on behalf of the named executive
officers to the Company's 401(k) plan, medical and dental insurance plans,
a term life/disability insurance plans and other benefits.
(3) Hired September 1, 1998.
(4) Hired February 22, 1999.
(5) Appointed Chief Operating Officer on November 17, 2000.
(6) Mr. Dinkins received $55,566 in moving expenses in 1999.
(7) Mr. Regazzi received $50,000 in moving expenses in 1998.
(8) Mr. Tronel received $25,000 in moving expenses in 1999.
(9) Mr. Hamerski received $29,482 and $43,541 in moving expense in 1998 and
1999 respectively.
8
The following table sets forth the grants of stock options to the Named
Executive Officers during the fiscal year ended December 31, 2000. The amounts
shown for each of the Named Executive Officers as potential realizable values
are based on arbitrarily assumed annualized rates of stock price appreciation of
five percent and ten percent over the exercise price of the options during the
full terms of the options. No gain to the optionees is possible without an
increase in stock price that will benefit all stockholders proportionately.
Actual gains, if any, on option exercises and holdings of Common Stock are
dependent on the future performance of the Common Stock and overall stock market
conditions. There can be no assurance that the potential realizable values shown
in this table will be achieved.
Option Grants in the Fiscal Year Ended
December 31, 2000
-----------------
Individual Grants Potential Realizable
% of Total Value at Assumed
Number of Options Annual
Securities Granted to Exercise Rates of Stock Price
Underlying Employees Price or Appreciation for
Options in Fiscal Base Expiration Option Term
Name Granted Year ($/Share) Date 5% 10%
- -------------------------------------- -------------- -------------- ------------ ------------- ----------- -----------
Michael Dinkins, Chairman, President 10,000 4.87% $2.375 2/29/10 $14,936 $37,851
and Chief Executive Officer
John Hamerski, Executive Vice 1,500 0.73% $2.375 2/29/10 $2,240 $5,678
President and Chief Financial Officer 25,000 12.17% $1.250 8/18/00 $19,653 $49,804
Joseph Macaluso, Executive Vice 4,000 1.95% $2.375 2/29/10 $5,974 $15,141
President of Sales & Marketing
Robert Regazzi, Senior Vice 4,000 1.95% $2.375 2/29/10 $5,974 $15,141
President and Chief Operating
Officer - Phoenix Marketing Group
Bernard Tronel, Senior Vice 4,000 1.95% $2.375 2/29/10 $5,974 $15,141
President and Chief Operating
Officer - Teleservices Group
Barbara Monaghan, Senior Vice 1,500 0.73% $2.375 2/29/10 $2,240 $5,678
President and Chief Operating
Officer - AM Medica
The following table sets forth the number and value, net of exercise
price, of shares of Common Stock acquired upon exercise of options on the date
of exercise by the Named Executive Officers during the past fiscal year, and the
number and value of options held by such Named Executive Officers at December
31, 2000.
9
Aggregate Option Exercises in the Fiscal Year
Ended December 31, 2000 and Fiscal Year End Option Values
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Value Options at In-the Money Options
on Exercise Realized Fiscal Year-End At Fiscal Year-End1)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------- --------------- ------------ -------------- ----------------- -------------- -----------------
Michael Dinkins, Chairman, 0 0 127,192 242,808 $0 $0
President and Chief Executive
Officer
John Hamerski, Executive Vice 0 0 7,208 33,792 0 0
President and Chief Financial
Officer
Joseph Macaluso, Executive Vice 0 0 7,201 10,799 0 0
President of Sales & Marketing
Robert Regazzi, Senior Vice 0 0 21,228 34,772 0 0
President and Chief Operating
Officer - Phoenix Marketing Group
Bernard Tronel, Senior Vice 0 0 5,808 13,192 0 0
President and Chief Operating
Officer - Teleservices Group
Barbara Monghan, Senior Vice 0 0 1,102 3,398 0 0
President and Chief Financial
Officer - AM Medica
Communications Group
- ----------
(1) In-the-money options are those where the fair market value of the
underlying Common Stock exceeds the exercise price thereof. The value of
in-the-money options is determined in accordance with regulations of the
Securities and Exchange Commission by subtracting the aggregate exercise
price of the options from the aggregate year-end market value of the
underlying Common Stock.
Employment Arrangements
The Company has entered into employment arrangements with the Named
Executive Officers, as described below. All of those arrangements provide for,
among other things (i) non-compete and non-disclosure agreements from the
officers; and (ii) the continuation of compensation payments to a disabled
executive officer until such officer has been unable to perform the services
required of him for a period of time set forth therein. Each agreement also
provides for health insurance and other benefits.
10
The Company entered into a four-year employment agreement, effective as
of July 29, 1999, with Michael Dinkins, the Chairman of the Board, President and
Chief Executive Officer, which is automatically renewable for successive
one-year terms unless either party provides at least 180 days prior written
notice of his or its intention not to renew the agreement. The agreement, as
amended through December 21, 2000, provides for, among other things, Mr. Dinkins
to receive an initial annual base salary of $300,000, plus an annual incentive
bonus of up to 50% of his then current annual base salary based upon the
achievement of certain quantitative and qualitative goals to be mutually agreed
upon by Mr. Dinkins and the Compensation Committee. In addition, Mr. Dinkins is
eligible to receive merit increases in his annual base salary as determined by
the Compensation Committee. For the year ended December 31, 2000, in the event
that the Company exceeded its earnings before interest, taxes, depreciation, and
amortization ("EBITDA") target set by Mr. Dinkins and the Compensation Committee
by at least 25%, Mr. Dinkins' will be entitled to receive a bonus equal to 100%
of his then current annual base salary; provided, however, that such bonus shall
be prorated between 50% and 100% of his then current annual base salary in the
event the Company exceeds its EBITDA target by less than 25%. The Company did
not meet the EBITDA target for the fiscal year 2000; however, Mr. Dinkins
received a bonus of $100,000 at the discretion of the Compensation Committee. In
connection with the agreement, Mr. Dinkins was granted an option to purchase
200,000 shares of the Common Stock, which option vests equally over five years.
The agreement also provides for the payment to Mr. Dinkins of certain moving and
relocation expenses. If Mr. Dinkins' employment is (i) terminated without cause,
or (ii) terminated within two years after a change of control (as such term is
defined therein), with specific exceptions, he is entitled to receive an amount
equal to twice his then current annual base salary. In addition, if Mr. Dinkins'
employment is terminated without cause he is entitled to receive a pro rata
share of the total amount of the bonus that he would otherwise be entitled to
for the year in which the termination occurs as if he had met all of the
established target goals. Mr. Dinkins' current annual base salary is $318,000.
The Company entered into a three-year employment agreement, effective
as of December 5, 2000, with John Hamerski, Executive Vice President and Chief
Financial Officer, which provides for, among other things, Mr. Hamerski to
receive an initial annual base salary of $180,000, plus an annual incentive
bonus of up to 40% of his then current annual base salary based upon the
achievement of quantitative and qualitative goals established by the Chief
Executive Officer of the Company. In addition, Mr. Hamerski is eligible to
receive merit increases in his annual base salary as determined by the Chief
Executive Officer of the Company. If Mr. Hamerski's employment is terminated
within two years after a change of control (as such term is defined therein),
with specific exceptions, he is entitled to receive (i) an amount equal to his
then current annual base salary, and (ii) a bonus of 40% of his then current
annual base salary, prorated to the date of termination; provided, that the
target goals established by the Chief Executive Officer have been met or are
reasonably on track to be met. If Mr. Hamerski's employment is terminated
without due cause and he is not otherwise entitled to the termination payment
described above, he is entitled to receive continuing payments of his then
current annual base salary for a period of one year. Mr. Hamerski's current
annual base salary is $180,000.
The Company entered into a five-year employment agreement, effective as
of October 17, 1997, with Joseph Macaluso, which provides for, among other
11
things, Mr. Macaluso to serve as Executive Vice President of Sales and Marketing
of the Phoenix Marketing Group Division ("Phoenix Division") of the Company and
to receive an initial annual base salary of $150,000, plus an annual incentive
bonus of up to 20% of his then current annual base salary based upon the
achievement by the Phoenix Division of certain financial performance goals
established by the Chief Executive Officer of the Company. In addition, Mr.
Macaluso is eligible for merit increases in his annual base salary as determined
by the Chief Executive Officer of the Company. Under the agreement, Mr. Macaluso
was granted an option to purchase 12,000 shares of the Common Stock, which
option vests equally over two years. If Mr. Macaluso's employment is terminated
without due cause and provided that his employment is not terminated due to
death or disability, he is entitled to receive continuing payments of his then
current annual base salary for a period ending on the earlier of (i) the
scheduled expiration date of the term of the agreement, or (ii) six months
following the date of termination. Mr. Macaluso's current annual base salary is
$215,000.
The Company entered into an employment agreement, effective as of March
29, 1999, with Bernard Tronel, Senior Vice President and General Manager of the
TMS Professional Markets Group division of the Company (the "TMS Division"). The
agreement provides for an initial annual base salary of $175,000, plus an annual
incentive bonus of up to 40% of Mr. Tronel's then current annual base salary
based upon the attainment of certain qualitative and quantitative goals
established by Mr. Tronel and the President of the TMS Division. Under the
agreement, Mr. Tronel was granted an option to purchase 10,000 shares of the
Common Stock, which option vests equally over five years. The agreement also
provides for the payment to Mr. Tronel of certain moving expenses. Under the
agreement, if Mr. Tronel's employment is terminated without cause or
involuntarily, whether or not due to a change of control (as defined in the
agreement), Mr. Tronel will be entitled to receive an amount equal to one-half
of his then current annual base salary plus an additional one month of his then
current annual base salary for each year of service with the Company, the total
payments of which are not to exceed twelve months of his then current annual
base salary. Mr. Tronel's current annual base salary is $200,000.
The Company has entered into an employment arrangement, effective as of
September 1, 1998, with Robert Regazzi, Senior Vice President and General
Manager of the Phoenix Division. The agreement provides for an initial annual
base salary of $150,000, plus an annual incentive bonus between $5,000 and
$10,000 based upon the attainment of certain short-term goals established by Mr.
Regazzi and the Phoenix Division. In addition, under this agreement, Mr. Regazzi
was granted an option to purchase 50,000 shares of the Common Stock, which vests
equally over five years. The agreement also provides for the payment to Mr.
Regazzi of $50,000 for moving expenses. Under the agreement, if Mr. Regazzi's
employment is terminated during the first three years for any reason other than
criminal behavior or gross misconduct, Mr. Regazzi will be entitled to receive
an amount equal to six months of his then current annual base salary. Mr.
Regazzi's current annual base salary is $212,000.
12
PERFORMANCE GRAPH
The following performance graph compares the cumulative total
shareholder return on the Company's Common Stock to the Nasdaq 100 and to the
Company's peer group of four publicly traded companies engaged in contract
research and outsourcing for the pharmaceutical industry (the "Peer Group
Index") for the period commencing February 13, 1998 (the first date that the
Common Stock became publicly traded) and ending December 31, 2000. The graph
assumes that $100 was invested in each of the Company's Common Stock, the Nasdaq
100 and the companies listed in the Peer Group Index (on a weighted market value
basis) and that any dividends were reinvested. The members of the Peer Group
Index are Boron, LePore & Associates, Inc., Catalina Marketing Corporation,
Parexel International Corporation and Quintiles Transnational Corporation. In
previous years, the Peer Group Index included Applied Analytics Industries, Inc.
and Snyder Communications, Inc.; however, due to restructurings or acquisitions
in 2000, Applied Analytical Industries, Inc. and Snyder Communications, Inc.
have been replaced with Catalina Marketing Corporation and Quintiles
Transnational Corporation.
13
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG ACCESS WORLDWIDE COMMUNICATIONS, INC.,
THE NASDAQ 100 AND A PEER GROUP
[LINE GRAPH]
1/4/99 12/30/99 12/29/00
------ -------- --------
AWWC $99 $29 $8
Peer Group $99 $57 $61
Nasdaq 100 $102 $183 $58
* $100 INVESTED ON 02/13/1998 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
2/13/1998 12/31/1999 12/31/2000
--------- ---------- ----------
NASDAQ 100 $100 $159 $326
Peer Group Index 100 88 29
Access Worldwide Communications, Inc 100 70 20
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee and the Stock Option Subcommittee of the
Board of Directors (collectively, the "Committee"), are composed of four outside
directors and three outside directors, respectively, and are responsible for
administering the Company's executive compensation program.
The Company's executive compensation program is intended to attract,
motivate and retain key executives who are capable of leading the Company
effectively and continuing its long-term growth. The compensation program for
executives is comprised of base salary, annual incentives and long-term
incentive awards. The Committees' compensation philosophy is based upon the
belief that success of the Company results from the coordinated efforts of all
Company employees working as a team to achieve objectives of providing superior
products and services to the Company's clients and maximizing the Company's
value for the benefit of its stockholders.
The Committee reviews significant qualitative components in evaluating
the individual performance of each executive officer. These components include
such executive officer's leadership, teambuilding and motivational skills,
adaptability to rapid change, and assimilation of new technical knowledge to
meet the demands of the Company's clients. In this qualitative evaluation, the
Committee exercises its collective judgment as to the executive officer's
14
contributions to the growth and success of the Company during the prior year and
the expected contributions of such executive officer in the future.
Base Salary: Base salary is determined by level of responsibility and individual
performance as well as by the need to provide a competitive package that allows
the Company to retain key executives. After reviewing individual and Company
performance, the Chief Executive Officer makes recommendations to the
Compensation Committee concerning each executive officer's base salary. The
Compensation Committee reviews and, with any changes it deems appropriate,
approves these recommendations.
Executive Bonuses: Bonuses provides the opportunity for executive officers to
earn as additional compensation, a percentage of the executive officer's annual
base salary by achieving the Company's strategic and financial performance
goals. The Company will pay the Chief Executive Officer's and other executive
officer's bonuses provided the Company achieves strategic and financial
performance objectives. These objectives are established by the Chief Executive
Officer and reviewed and approved by the Compensation Committee.
The key components in determining the amount of such bonus award
include the financial performance of the Company and the progress of the Company
in achieving its long-term strategic objectives. The judgment of each member of
the Compensation Committee and the Chief Executive Officer, in the case of other
executive officers, as to the impact of the individual or the support of the
individual to their teams on the financial performance and strategic progress of
the Company also are considered.
Based on this year's financial performance, the Company
reorganized,downsized several operations and implemented a six-month delay in
salary increases. However;based largely upon retaining all key clients, the
formation of strategic alliances, the successful completion of the sale of the
Plano, Texas call center, and the attainment of the above quantitative financial
performance, the Compensation Committee awarded bonuses for 2000 which fell
primarily between the 50% to 75% of the targeted bonus amount.
Stock Options: The stock option plan is administered by the Stock Option
Subcommittee of the Compensation Committee, which consists of Peter D. Bewley,
Randall Lewis and Shawkat Raslan.
The Stock Option Subcommittee believes that long-term incentive
compensation in the form of stock options is the most effective way of making
executive compensation dependent upon increases in shareholder value. In
addition, the Stock Option Subcommittee believes that stock option grants are an
effective means of retaining key executives, an essential element in the
Company's highly regulated and client relationship-driven industry. The
Company's Stock Option Plan provides the means through which executives can
15
build an investment in Common Stock which align such executive officers'
economic interest with the interest of stockholders.
The exercise price of each option has been the market price of the
Common Stock on the date of grant. The grants provide for a delayed vesting
period and have a ten year term. The Stock Option Subcommittee believes that
stock options give the executive officers greater incentive throughout the term
of the options to strive to operate the Company in a manner that directly
affects the financial interests of the stockholders both on the long-term, as
well as a short-term basis.
In determining the number of option shares to grant to executive
officers, the Stock Option Subcommittee considers on a subjective basis the same
factors as it does in determining the other components of compensation, with no
single factor being given special weight. The recommendation of the Chief
Executive Officer is of paramount importance in determining awards to persons
other than himself.
Deductibility of Executive Compensation: Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), limits the deductibility of compensation
exceeding $1 million to each of the Company's Chief Executive Officer and the
four other most highly compensated executive officers. Qualifying
performance-based compensation meeting the requirements promulgated by the
Internal Revenue Service under Section 162(m) will not be subject to the
deduction limit. The Company intends to qualify its executive compensation
arrangements to comply with such requirements.
The Compensation Committee believes that its compensation policies
promote the goals of attracting, motivating, rewarding and retaining talented
executive officers who will maximize value for the Company's stockholders.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Shawkat Raslan
Peter D. Bewley
Liam S. Donohue
Randal Lewis
16
REPORT OF THE AUDIT COMMITTEE
On June 13, 2000, the Board of Directors adopted an Audit Committee
Charter under which the Audit Committee operates. The Audit Committee Charter,
as amended, is attached to this Proxy Statement as Appendix A.
Management has the primary responsibility for the Company's internal
controls, the financial reporting process and preparation of the consolidated
financial statement of the Company. The independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted accounting principles and to
issue a report threron. The Audit Committee's responsibility is to monitor and
oversee these processes.
The Audit Committee has met and held discussions with management and
the independent auditors. Management represented to the Audit Committee that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles. The Audit Committee reviewed and
discussed the consolidated financial statements with management and the
independent auditors.
In fulfilling its responsibility, the Audit Committee recommended to
the Board of Directors the selection of the Company's independent auditors,
PricewaterhouseCoopers LLP. The Audit Committee confirmed that
PricewaterhouseCoopers LLP has provided the written disclosures and letter
required by Independence Standard Board Standard No. 1 (Independence Discussions
with Audit Committees) stating (i) the firm's independence as required by the
Independence Statndards Board and (2) the matters required to be communicated
under the generally accepted auditing standards.
Based upon the Audit Committee's discussions with management and the
independent auditors and the Audit Committee reviews of the representations of
management and the report and letter of the independent auditors provided to the
Audit Committee, the Audit Committee recommended to the Board of Directors that
the audited consolidated financial statements be included in the Company's
Annual Report on Form 10-K for the year ended Decemebr 31, 2000 for filing with
the Securities and Exchange Commission.
17
AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
Peter D. Bewley
Liam S. Donohue
Randall Lewis
Shawkat Raslan
Audit Fees
PricewaterhouseCoopers LLP, advised the Audit Committee that it
provided $180,000 of audit services and $8,000 of other services during the
Company's fiscal year ended December 31, 2000. Other services include (i) audit
of the Company's 401(k) plans, and (ii) evaluating the effects of various
accounting issues and changes in professional standards. The independent
accountants advised the Audit Committee that it did not believe its audit was
impaired by its provision of such services, particularly in view of the
relationship of the related fees to its annual revenues. As a result,
PricewaterhouseCoopers LLP has confirmed that was an independent accountant with
respect to the Company within the meaning of the Exchange Act ("as defined
below") administered by the Securities Exhange Commission and the requirements
of the Independence Standards Board.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent of the Company's Common Stock, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of Common Stock. Officers, directors and greater
than ten percent stockholders are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file.
To the Company's knowledge, based solely on a review of copies of such
reports furnished and confirmations that no other reports were required during
the fiscal year ended
18
December 31, 2000, its directors, executive officers and greater than ten
percent stockholders complied with all Section 16(a) filing requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Agreements with Lee H. Edelstein
Lee H. Edelstein, a director of the Company, entered into a consulting
agreement, effective May 10, 1999, with TLM Holdings Corp., a wholly-owned
subsidiary of the Company ("TLM Holdings"), to provide consulting services with
respect to marketing and sales activities, and support to the executive
management, of the TMS Professional Markets Group Division of the Company. The
agreement, as subsequently amended, provides for, among other things, (i) a term
through December 31, 2002, (ii) Mr. Edelstein to devote 20% of his business time
(not less than four days per month) to provide the required services, and (iii)
the payment of $75,000 annually to Mr. Edelstein.
TLM Holdings, Mr. Edelstein and TeleManagement Services, Inc., which
was owned primarily by Mr. Edelstein ("TeleManagement") entered into an
agreement dated January 1, 1997, as subsequently amended ("TeleManagement
Agreement"), whereby TLM Holdings purchased substantially all of the assets of
TeleManagement. The purchase price for the assets was as follows: (i) $6,500,000
in cash, (ii) the issuance by TLM Holdings of a 6% Convertible Subordinated
Promissory Note, in the principal amount of $1,300,000, which was assigned by
TeleManagement to Mr. Edelstein on January 27, 1997, payable in the following
manner: (a) all unpaid accrued interest is payable on January 15th of each year,
commencing on January 15, 1998, until the note is paid in full, and (b) the
principal amount is payable in three equal installments of $433,334 on January
15, 1998, January 15, 1999 and on the date which is ten days following the date
of the payment in full of all amounts owed by the Company to Bank of America,
N.A. under the Company's Credit Agreement with Bank of America, N.A.; and (iii)
certain additional contingent payments of cash and common stock of TLM Holdings
payable to Mr. Edelstein over a three-year period dependent upon the achievement
of certain financial and operational goals. In 2000, Mr. Edelstein was eligible
to receive the contingent payments, however, did not receive any contingent
payments due to the Company's failure to meet the financial and operational
goals.
Agreements with Ann M. Holmes
Ann M. Holmes, the former President of the A M Medica Communications
Group Division of the Company, entered into a consulting agreement, effective
April 1, 2000, with the Company, to provide consulting services and support to
the executive management of the AM Medica Communications Group Division of the
Company. The agreement provides for, among
19
other things, (i) a term through April 1, 2001, and (ii) the payment of $15,000
monthly to Ms. Holmes.
The Company, Ms. Holmes and A M Medica Communications, Ltd., which was
owned primarily by Ms. Holmes ("A M Medica") entered into an agreement dated
October 24, 1998, ("A M Medica Agreement"), whereby the Company purchased all of
the all of the issued and outstanding shares of A M Medica. The purchase price
for the shares was as follows: (i) $20,000,000 in cash, (ii) the issuance by the
Company of a 6.5% Subordinated Promissory Note in the original principal amount
of $5,500,000, as amended to decrease the principal amount to $5,219,000,
payable in the following manner: (a) consecutive monthly payments of $150,000
payable on the first day of each month, (b) two additional payments of $250,000
each, payable on May 25, 2000 and October 25, 2000, and (c) the remaining
principal amount then outstanding together will any outstanding accrued and
unpaid interest thereon, payable on October 1, 2003; and (iii) certain
additional contingent payments of cash and common stock of the Company payable
to Ms. Holmes over a three-year period dependent upon the achievement of certain
financial and operational goals. In 2000, Ms. Holmes received payments of
$1,850,000 under the agreement.
20
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
To the knowledge of the Board of Directors, no other stockholders
(including any "group," as that term is used in Section 13(d)(3) of the Exchange
Act beneficially owned more than five percent of the Common Stock as of [March
___, 2001]. The respective shareholdings of each Named Executive Officer (except
for Michael Dinkins who is listed under "Election of Directors") and all
directors and officers as a group, as of December 31, 2000 (according to
information furnished by them to the Company), are set forth in the following
table. Except as indicated in the footnotes to the table, all of such shares are
owned with sole voting and investment power.
Amount of Shares
Name Beneficially Owned Percent of Class
- --------------------------------------------- ------------------------------------- --------------------------------------
John Hamerski, Executive Vice President and 8,708 (2) *
Chief Financial Officer
Joseph Macaluso, Executive Vice President 179,264 (3) 1.8%
of Sales & Marketing
Robert Regazzi, Senior Vice President and 51,228 (4) *
Chief Operating Officer - Phoenix Marketing
Group
Bernard Tronel, Senior Vice President and 5,808 (5) *
Chief Operating Officer - Teleservices Group
Barbara Monghan, Senior Vice President and 1,102 (6) *
Chief Operating Officer - AM Medica
Communications Group
All directors and executive 708,515 (7) 7.0%
Officers as a group
(thirteen persons)
Compania Financiera Tassarina S.A. 551,130 5.4%
8 Calle Aquilino de la Guardia
Panama City, Panama
- ------------------
o Less than one percent.
(1) Unless otherwise indicated the address for the above is c/o Access
Worldwide Communications Inc., 4950 Communication Avenue, Boca Raton,
Florida 33431
(2) Includes 7,208 shares of Common Stock presently issuable upon exercise of
options.
(3) Includes 7,201 shares of Common Stock presently issuable upon exercise of
options.
(4) Includes 21,228 shares of Common Stock presently issuable upon exercise of
options.
(5) Includes 3,808 shares of Common Stock presently issuable upon exercise of
options.
(6) Consists of 1,102 shares of Common Stock presently issuable upon exercise
of options.
(7) Includes 261,338 shares of Common Stock presently issuable upon exercise of
options.
21
PROPOSAL TWO
APPROVAL OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO
PROVIDE FOR CLASSIFICATION OF THE BOARD OF DIRECTORS.
General Information on the Amendment
The Board has unanimously approved and recommended that the
stockholders of the Company approve an amendment to the Company's Restated
Certificate of Incorporation. The proposed amendment provides for the
classification of the Board into three classes of directors with staggered terms
of office (the "Amendment"). A copy of the Amendment is attached to this Proxy
Statement as Appendix "B."
Delaware law permits the Company to include a provision in its Restated
Certificate of Incorporation that provides for a classified board of directors
with staggered three-year terms. Absent such a provision, Delaware law provides
that all directors serve a one year term and until their successors are duly
elected and qualified. The Amendment provides that directors will be classified
into three classes, as nearly equal in number as possible. The initial terms of
one class will expire at the Company's 2002 annual meeting, the initial terms of
the second class will expire at the Company's 2003 annual meeting, and the
initial terms of the third class will expire at the Company's 2004 annual
meeting. At each Annual Meeting following this initial classification and
election, the successors to the class of directors whose terms expire at that
meeting would be elected for a term of office to expire at the third succeeding
Annual Meeting after their election, and until their successors have been duly
elected and qualified. Under Delaware law, directors chosen to fill vacancies on
the classified board would hold office until the next stockholders meeting at
which directors were elected, even if a new director was filling an unexpired
term in a class with more than one year remaining in its term.
If the Company's stockholders adopt the Amendment, the election
procedure described above would be implemented in connection with the elections
at the Meeting and would be applicable to every future election of directors. If
the Company's stockholders do not adopt the Amendment, 6 directors will be
elected to serve a one-year term until the Company's 2002 Annual Meeting of
Stockholders. The Company's Restated Certificate of Incorporation does not
authorize cumulative voting for directors, and the Amendment would not change
the requirement that any directors standing for election must be elected by a
plurality of votes cast.
The proposal is not intended as a takeover-resistive measure in
response to a specific threat, but rather is being recommended to assure fair
treatment of the Company's stockholders in takeover situations. Although the
Board may review other possible anti-takeover programs, the Board has no present
intention of proposing additional amendments to the Restated Certificate of
Incorporation that would affect the ability of a third party to change control
of the Company.
Advantages of the Amendment
The Board has observed that certain tactics, including the accumulation
of substantial stock positions as a prelude to an attempted takeover or
significant corporate restructuring, have become relatively common in corporate
takeover practice. The Board is of the opinion that such tactics can be highly
disruptive to a company and can result in dissimilar treatment of a company's
stockholders. The Amendment will, by making it more time consuming and difficult
for a substantial stockholder or stockholders to gain control of the Board
without its consent, ensure some continuity in the management of the business
and affairs of the Company and provide the Board with sufficient time to review
both takeover proposals and appropriate alternatives. The Board also believes
that the Amendment will serve to encourage any person intending to attempt a
takeover to negotiate in advance with the Board, which in turn would allow the
Board to protect better the interests of the Company's stockholders.
22
Disadvantages of the Amendment
Stockholders should be aware that the proposed classified board will
extend the time required to effect a change in control of the Board and may
discourage hostile takeover bids for the Company, even if such a bid might be
deemed by stockholders to be in their best interests. If the Company's
stockholders approve the Amendment, it will take at least two annual meetings
for a majority of stockholders to effectuate a change in control of the Board.
Currently, a majority of stockholders could effectuate a change in control of
the Board at one stockholder meeting. Because of the additional time required to
change control of the Board, and the limitation on the removal of directors, the
Amendment will tend to perpetuate present management. The Board also believes
that the Amendment (i) will significantly reduce the possibility that a third
party could affect a sudden or surprise change in majority control of the Board
without the support of the incumbent Board, and (ii) will have significant
effects on the ability of the Company's stockholders to cause immediate changes
in the composition of the Board and otherwise to exercise their voting power to
affect the composition of the Board.
In addition, since the Amendment is designed to discourage
accumulations of large blocks of Common Stock by purchasers whose objective is
to have such stock repurchased by the Company at a premium, adoption of the
Amendment could tend to reduce any temporary fluctuations in the market price of
the Common Stock that are caused by such accumulations. Accordingly,
stockholders could be deprived of certain opportunities to sell their stock at a
temporarily higher market price. Because the Amendment will increase the amount
of time required for a takeover bidder to obtain control of the Company without
the cooperation of the Board, even if the takeover bidder were to acquire a
majority of the Company's outstanding stock, a classified board may tend to
discourage certain tender offers that would otherwise allow stockholders the
opportunity to realize a premium over the market price of their stock. The
Amendment will also make it more difficult for the Company's stockholders to
change the composition of the Board even if the stockholders believe such a
change would be desirable based on the performance of directors and the Company.
Vote Required to Approve Amendments
Under Delaware law, any amendment to a company's certificate of
incorporation must be approved by a majority of the outstanding stock entitled
to vote thereon. As a result, the affirmative vote of a majority of the
outstanding shares of Common Stock is required to approve the Amendment.
Abstentions and broker non-votes will not be considered a vote for the
Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE PROPOSED AMENDMENT TO THE
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CREATE A CLASSIFIED BOARD OF
DIRECTORS WITH STAGGERED THREE-YEAR TERMS BE APPROVED. It is the intention of
the persons named in the accompanying form of proxy to vote the shares
represented thereby in favor of such proposal unless otherwise instructed in
such proxy.
23
PROPOSAL THREE
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected
PricewaterhouseCoopers LLP to serve as independent accountants for the Company
for the fiscal year ending December 31, 2001. Such firm has examined the
financial statements of the Company since the Company's inception February 13,
1998.
Although it is not required to do so, the Board of Directors is
submitting its selection of the Company's accountants for ratification at the
Meeting in order to ascertain the views of stockholders regarding such
selection. If the selection is not ratified, the Board of Directors will
reconsider its selection.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE
FOR RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP TO EXAMINE THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2001. It is the intention of the persons named
in the accompanying form of proxy to vote the shares represented thereby in
favor of such ratification unless otherwise instructed in such proxy.
A representative of PricewaterhouseCoopers LLP will be present at the
Meeting with the opportunity to make a statement if such representative desires
to do so, and will be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors does not know of any other matters, which may be
brought before the Meeting. However, if any such other matters are properly
presented for action, it is the intention of the persons named in the
accompanying form of proxy to vote the shares represented thereby in accordance
with their judgment on such matters.
24
SOLICITATION OF PROXY
The Board of Directors solicits the proxy accompanying this Proxy
Statement. Officers, directors and regular supervisory and executive employees
of the Company, none of who will receive any additional compensation for their
services, may solicit proxies.
Also, the Company has retained Morrow and Company, Inc., a proxy solicitation
firm, to solicit proxies at an estimated cost of $20,000 plus reasonable
expenses. Such solicitations may be made personally, or by mail, facsimile,
telephone, telegraph, messenger, or via the Internet. The Company will pay
persons holding shares of Common Stock in their names or in the name of
nominees, but not owning such shares beneficially, such as brokerage houses,
banks, and other fiduciaries, for the expense of forwarding solicitation
materials to their principals. The Company will pay all of the cost of
solicitation of proxies.
MISCELLANEOUS
It is important that proxies be returned promptly. Whether or not you
expect to attend the meeting in person, the Board of Directors urges you to
mark, sign and date the accompanying form of proxy and mail it in the enclosed
return envelope, which requires no postage if mailed in the United States, so
that your votes can be recorded.
STOCKHOLDER PROPOSALS
The deadline for submission of stockholder proposals pursuant to Rule
14a-8 of the Exchange Act for inclusion in our proxy statement for the 2002
annual meeting of stockholders is ___________. Additionally, the Company must
receive notice of any stockholder proposal to be submitted at the 2002 annual
meeting of stockholders (but not required to be included in our proxy statement)
by _____________, or such proposal will be considered untimely pursuant to Rule
14a-4 and 14a-5(e) under the Exchange Act and the persons named in the proxies
solicited by management may exercise discretionary voting authority with respect
to such proposal.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K, including the
financial statements for the fiscal year ended December 31, 2000, which has been
filed with the Securities and Exchange Commission, is included in the Annual
Report accompanying this Proxy Statement.
[May[ ], 2001]
25
Appendix A
AUDIT COMMITTEE CHARTER
-----------------------
Statement of General Policy
The primary purpose of the Audit Committee (the "Committee") is to assist the
Board of Directors (the "Board") in fulfilling its responsibilities to oversee
management activities related to internal control, accounting and financial
reporting policies and auditing practices; to review the independence of the
outside auditors and the objectivity of the internal auditors and to review the
adequacy and reliability of disclosures to stockholders.
The members of the Committee shall meet the independence and experience
requirements of the National Association of Securities Dealers. The Committee
shall comprise of a minimum of three members all of which are appointed by the
Board on the recommendation of the Nominating Committee.
The Committee will meet at least twice a year with the Chief Financial Officer,
the Director of Internal Audit and the outside auditors in separate executive
sessions. The outside auditors are ultimately accountable to the Board and the
Committee.
The Committee recognizes that management, internal auditors, and the outside
auditors have more time, knowledge and detailed information on the Company than
do Committee members. Consequently, in carrying out its oversight
responsibilities, the Committee is not providing any expert or special
assurances as to the Company's financial statements, internal controls or any
professional certification as to the outside auditors' work.
In carrying out its oversight role, the Committee shall have the authority to
retain special legal, accounting or other consultants at its discretion and at
the Company's expense without permission of the Board or management.
The Committee is responsible for conducting the following recurring activities:
1. Review and reassess the adequacy of the Charter annually. At any time the
Committee may recommend amendments to this charter and submit amendments
for Board approval.
2. Review and discuss the annual audited and quarterly unaudited financial
statements with management and the outside auditors. Discuss with the
outside auditor their judgment about the quality, not just the
acceptability, of the Company's accounting principles as applied to its
financial reporting as required by SAS 61, as modified or supplemented.
3. Recommend to the Board whether to include the audited financial statements
in the Company's Form 10-K.
4. Review the report required by the Securities and Exchange Commission to be
included in the Company's annual proxy statement.
5. Review significant changes in the Company's policies related to risk
management, internal controls, accounting and financial reporting and
ethical behavior of employees.
6. Review internal reports to remain appraised of material financial exposures
and management actions to address issues related to:
o Internal audit activities and internal and outside auditor's
evaluation of internal control;
o Exposures, uninsured risks, insurance coverages and premiums;
o Compliance with Company policies, including the Code of Ethics and
Business Conduct, and with federal and state laws;
26
o Legal actions brought against the Company and any liabilities and
contingencies, which would jeopardize its financial condition.
7. Select and evaluate the outside auditors' performance and where
appropriate, replace the outside auditors subject to approval by the Board
and ratified by the stockholders; and review the appointment and
replacement of the Director of Internal Audit.
8. Confirm annually the outside auditors independence from the Company.
9. Review with the outside auditors' the scope of their examination for the
succeeding year subsequent to the close of the current year.
10. Approve fees charged by the outside auditors.
11. Report minutes of the Audit Committee meetings to the full Board.
12. Review the Company's activities with respect to minimizing any adverse
environmental impact of its operations, products and product packaging.
27
Appendix B
----------
AMENDMENT TO ARTICLE V OF THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION
-------------------------------------
Section 1. Number of Directors. The number of directors of this Corporation
shall be not less than three (3). The exact number of directors shall be fixed
from time to time by, or in the manner provided in, the By-Laws of the
Corporation, and may be increased or decreased as therein provided.
Section 2. Number and Classification of Directors. The directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as possible, of one-third of the total number of
directors constituting the entire Board of Directors. The term of the initial
Class I directors shall terminate on the date of the 2002 annual meeting of
stockholders; the term of the initial Class II directors shall terminate on the
date of the 2003 annual meeting of stockholders; and the term of the initial
Class III directors shall terminate on the date of the 2004 annual meeting of
stockholders. At each meeting of stockholders beginning in 2002, successors to
the class of directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of directors is changed, any
increase or decrease in directorships shall be apportioned among the classes so
as to maintain the number of directors in each class as nearly equal as
possible, and any additional directors of any class elected to fill a vacancy
resulting from an increase in such class shall hold office until the next
election of directors of such class by the stockholders, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
Directors shall hold office until the annual meeting for the year in which their
terms expires and until their successors shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Any vacancy on the Board of Directors, howsoever
resulting, may be filled by the affirmative vote of a majority of the remaining
directors then in office, even if less than a quorum. Any director elected to
fill a vacancy shall hold office until the next election of directors of such
class by the stockholders.
________________________________
WHEN PROXY IS OKAYED PLEASE SIGN
& DATE IT ABOVE
- -------------------------------------------------------------------------------
ACCESS WORLDWIDE COMMUNICATIONS, INC.
Proxy - Annual Meeting of Stockholders - June 20, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned, a stockholder of ACCESS WORLDWIDE COMMUNICATIONS, INC., does
hereby appoint Michael Dinkins and Richard Lyew, or either of them, with full
power of substitution, the undersigned's proxies, to appear and vote at the
Annual Meeting of Stockholders to be held June 20, 2001, at 11:00 a.m., local
time, or at any adjournments thereof, upon such matters as may properly come
before the Meeting.
(Continued and to be Completed on Reverse Side.)
- -------------------------------------------------------------------------------
ACCESS WORLDWIDE COMMUNICATIONS, INC.
Annual Meeting of Stockholders
June 20, 2001
Please mark, your, date and return the
proxy card promptly using the enclosed envelope.
| Please Detach and Mail in the Envelope Provided |
- -------------------------------------------------------------------------------
A [X]Please mark your
votes as in this
example.
WITHHOLD
AUTHORITY
to vote for
FOR nominees listed
Nominees: CLASS I
1. Election of [ ] [ ] -------
Directors. Peter D. Bewley
Lee H. Edelstein
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE CLASS II
FOR AN INDIVIDUAL NOMINEE, WRITE THAT --------
NOMINEES NAME IN THE SPACE PROVIDED BELOW.) Randall J. Lewis
Shawkat Raslan
CLASS III
---------
Michael Dinkins
Liam S. Donohue
2. Approve an Amendment to the Restated Certificate of Incorporation to provide
for the classification of the Board of Directors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of appointment of PricewaterhouseCoopers LLP as independent
accountants for the fiscal year ending December 31, 2001.
[ ] [ ] [ ]
The Board of Directors recommends a vote "FOR" each Item.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INDICATED. IF NO DIRECTION
IS INDICATED, SUCH SHARES WILL BE VOTED IN FAVOR OF THE ITEM(S) FOR WHICH NO
DIRECTION IS INDICATED AND AT THE DISCRETION OF THE PERSON NAMED IN THIS PROXY
AS TO OTHER MATTERS THAT MAY PROPERLY COME BEFORE THIS MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Stockholder(s) Sign Here _________________ (L.S.) _____________ Dated _______
NOTE: Please sign exactly as your name appears on this proxy. If your stock is
jointly owned, both partner must sign. Fiduclanes and corporate and other
represantatives should to indicate when signing and when more than one named a
majority should sign.