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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:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[X] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
Dave & Busters, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
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CONTROL NUMBER.
SEC 1913 (11-01)
Filed by Dave & Buster's, Inc. pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934 Subject Company: Dave & Buster's, Inc. Commission File No.:
0-943823
Set forth below is the text of a press release disseminated on April 30, 2003:
NEWS RELEASE
FOR IMMEDIATE RELEASE
For more information please contact:
Investor Relations 214.904.2288
DAVE & BUSTER'S RECEIVES HIGH RANKING FOR ITS
CORPORATE GOVERNANCE SCORE
Dallas, April 30, 2003 - Dave & Buster's, Inc. (NYSE: DAB) today announced that
Institutional Shareholder Services (ISS) has ranked the Company in the top 10
percent of companies surveyed in relevant market and industry indices as part of
its ISS Corporate Governance Quotient (CGQ) rating system, which is recognized
as one of the premier measures of corporate governance.
Dave & Buster's score outperformed 93.3 percent of the companies in the
Russell 3000 Index and 95.0 percent of the companies in the Hotels, Restaurants
& Leisure group, according to an ISS posting as of April 30, 2003.
"We are very pleased by these ratings," said Buster Corley, CEO. "Our
Board determined that Dave & Buster's would be an industry leader in the area of
corporate governance, and we believe that we have accomplished much in this
regard:
o A super-majority of our Board is now comprised of independent
directors.
o Audit, Compensation and Nominating and Governance committees are now
comprised entirely of independent directors.
o The Nominating and Governance Committee now oversees governance
initiatives.
o We have added three new, highly qualified and independent directors
who bring substantial expertise in public company governance, finance
and investment banking.
o Two of the new directors qualify as "financial experts" within the
meaning of the Sarbanes-Oxley Act.
o We have separated the roles of Chairman and CEO.
o We have named an independent director as Chairman of the Board."
"These changes reflect our commitment that our board of directors
oversee the Company with a forward-looking governance structure implemented by
outstanding and diverse independent board members, who are focused squarely on
serving the interests of all our stockholders," said Peter Edison, Chairman of
Dave & Buster's.
Further information concerning the Company's corporate governance
initiatives, including Board committee charters, corporate governance guidelines
and the latest SEC filings and news releases, are available on an ongoing basis
through the Company's website, www.daveandbusters.com.
ABOUT DAVE & BUSTER'S
Celebrating over 20 years of operations, Dave & Buster's was founded in
1982 and is one of the country's leading upscale, restaurant/entertainment
concepts, with 32 Dave & Buster's locations throughout the United States.
Additionally, Dave & Buster's has international agreements for the Pacific Rim,
Canada, the Middle East and Mexico.
FORWARD-LOOKING STATEMENTS
Certain information contained in this press release includes
forward-looking statements. Forward-looking statements include statements
regarding our expectations, beliefs, intentions, plans, projections, objectives,
goals, strategies, future events or performance and underlying assumptions and
other statements which are other than statements of historical facts. These
statements may be identified, without limitations, by the use of forward looking
terminology such as "may," "will," "anticipates," "expects," "projects,"
"believes," "intends," "should," or comparable terms or the negative thereof.
All forward-looking statements included in this press release are based on
information available to us on the date hereof. Such statements speak only as of
the date hereof. These statements involve risks and uncertainties that could
cause actual results to differ materially from those described in the
statements. These risks and uncertainties include, but are not limited to, the
following: our ability to open new high-volume restaurant/entertainment
complexes; our ability to raise and access sufficient capital in the future;
changes in consumer preferences, general economic conditions or consumer
discretionary spending; the outbreak or continuation of war or other hostilities
involving the United States; potential fluctuation in our quarterly operating
result due to seasonality and other factors; the continued service of key
management personnel; our ability to attract, motivate and retain qualified
personnel; the impact of federal, state or local government regulations relating
to our personnel or the sale of food or alcoholic beverages; the impact of
litigation; the effect of competition in our industry; additional costs
associated with compliance with the Sarbanes-Oxley Act and related regulations
and requirements; and other risk factors described from time to time in our
reports filed with the SEC.
In connection with its annual meeting, Dave & Buster's, Inc. intends to
file with the Securities and Exchange Commission (the "SEC") a proxy statement.
A copy of the proxy statement filed with the SEC and notice of meeting will be
mailed to the shareholders of Dave & Buster's. Investors and shareholders of
Dave & Buster's are urged to read the proxy statement when it becomes available
because it will contain
important information. When they become available, the proxy statement and any
other documents filed with the SEC by Dave & Buster's, may be obtained free of
charge at the SEC's web site at www.sec.gov. In addition, investors and
shareholders also may obtain free copies of the proxy statement and any other
documents filed with the SEC by Dave & Buster's by contacting Dave & Buster's
Investor Relations, 2481 Manana Drive, Dallas, Texas 75220, (214) 904-2288, and
on the Company's website at www.daveandbusters.com.
Dave & Buster's and its executive officers, directors and nominees for
the board of directors may be deemed to be participants in the solicitation of
proxies from stockholders of Dave & Buster's in favor of the proposals to be
presented by Dave & Buster's at the annual meeting. Investors and security
holders may obtain additional information regarding the interests of such
participants by reading the proxy statement when it becomes available.