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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
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[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
DATA BROADCASTING CORPORATION
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DATA BROADCASTING CORPORATION
22 CROSBY DRIVE
BEDFORD, MASSACHUSETTS 01730
To our Stockholders:
You are cordially invited to attend the annual meeting of the stockholders
of Data Broadcasting Corporation, a Delaware corporation, to be held at the
Regent Wall Street, 55 Wall Street, New York, New York on June 15, 2001 at 10:00
a.m. New York City time.
At the annual meeting, you are being asked to approve an amendment to our
certificate of incorporation to change our name to Interactive Data Corporation,
to elect 10 members to our board of directors, to approve the adoption of an
Employee Stock Purchase Plan and to ratify the appointment of
PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending
December 31, 2001. In addition, we will report to you on our company's progress
during the past year and receive your questions and comments concerning our
company.
After careful consideration, your board of directors unanimously approved
the amendment to our certificate of incorporation to change our name to
Interactive Data Corporation and the other proposals noted above and described
more fully in the proxy statement accompanying this letter. The board of
directors believes that the name Interactive Data Corporation more aptly
represents our mission and the many opportunities that await us. YOUR BOARD OF
DIRECTORS THEREFORE RECOMMENDS THAT YOU VOTE TO APPROVE THE AMENDMENT TO OUR
CERTIFICATE OF INCORPORATION AND THE OTHER PROPOSALS DESCRIBED IN THE PROXY
STATEMENT.
Whether or not you plan to attend our annual meeting in person, we urge you
to complete, date, sign and promptly return the enclosed proxy card in the
enclosed postage pre-paid envelope to ensure that your shares will be
represented at the annual meeting. Additionally, stockholders can vote their
shares by using a toll-free telephone number or via the Internet. Instructions
for using these services are set forth on the enclosed materials. Your proxy is
revocable and will not affect your right to vote in person if you decide to
attend the meeting. YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF
SHARES YOU OWN.
The proxy statement accompanying this letter provides you with detailed
information about the amendment to our Certificate of Incorporation and the
other proposals described in the proxy statement. We encourage you to read the
documents carefully.
Thank you, and we look forward to seeing you at the annual meeting.
Sincerely,
/s/ Stuart J. Clark
STUART J. CLARK
President and Chief Executive Officer
Bedford, Massachusetts
April 30, 2001
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DATA BROADCASTING CORPORATION
22 CROSBY DRIVE
BEDFORD, MASSACHUSETTS 01730
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2001
To Our Stockholders:
YOU ARE HEREBY NOTIFIED that the annual meeting of our stockholders will be
held at the Regent Wall Street, 55 Wall Street, New York, New York on June 15,
2001 at 10:00 a.m. New York City time, for the following purposes:
To consider and act upon a proposal to amend our certificate of
incorporation to change the name of our corporation to Interactive Data
Corporation.
To elect a board of directors of 10 members to serve until our next
annual meeting or until their successors have been duly elected and
qualified or their earlier death, resignation or removal.
To consider and act upon a proposal to approve the adoption of an
Employee Stock Purchase Plan.
To consider and act upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as our independent auditor for our fiscal year
ending December 31, 2001.
To transact any other business as may properly be brought before our
annual meeting or any adjournment or postponement thereof.
The amendment to our certificate of incorporation and the other proposals
listed above are described in the accompanying proxy statement which you are
urged to read carefully and in its entirety.
The board of directors has fixed the close of business on April 23, 2001 as
the record date for the determination of the holders of common stock entitled to
notice of, and to vote at, the annual meeting or any adjournment or postponement
thereof. A list of such stockholders will be available for review at our
principal offices located at 22 Crosby Drive, Bedford, Massachusetts 01730 and
at our offices at 100 William Street, 17th floor, New York, New York 10038
during normal business hours for a period of 10 days prior to the meeting and
will be available at the meeting.
By Order of the Board of Directors
/s/ Andrea H. Loew
ANDREA H. LOEW
Corporate Secretary
Bedford, Massachusetts
April 30, 2001
YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE OR
SUBMIT YOUR PROXY BY TELEPHONE OR VIA THE INTERNET. DO NOT SEND ANY STOCK
CERTIFICATES WITH YOUR PROXY CARD.
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TABLE OF CONTENTS
PAGE
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Questions and Answers....................................... 1
The Annual Meeting.......................................... 3
General................................................... 3
Date, Place and Time...................................... 3
Record Date............................................... 3
Stockholders Entitled to Vote............................. 3
Vote Required; Voting at the Meeting...................... 3
Voting of Proxies......................................... 4
Solicitation of Proxies................................... 4
Rights of Dissenting Stockholders......................... 4
Proposal to Amend our Certificate of Incorporation to Change
our Name to Interactive Data Corporation.................. 5
Election of Directors....................................... 6
Nominees.................................................. 6
Board Committees and Meetings............................. 8
Security Ownership of Nominees and Management............. 9
Executive Compensation.................................... 11
Stock Option Grants....................................... 12
Option Exercises and Fiscal Year-End Values............... 13
Compensation of Directors................................. 13
Employment Contracts and Termination of Employment and
Change of Control Arrangements......................... 13
Compliance with Section 16(a) of the Exchange Act......... 13
Report of the Audit Committee of the Board Of Directors... 14
Compensation Committee Report on Executive Compensation... 15
Stock Performance Graph................................... 16
Transactions with Pearson................................. 17
Proposal to Approve the Adoption of the Employee Stock
Purchase Plan............................................. 18
Plan Summary.............................................. 18
Amendment................................................. 18
New Benefits.............................................. 19
Federal Income Tax Consequences of Participation in the
Employee Stock Purchase Plan........................... 19
Vote Required and Recommendation.......................... 19
Proposal to Ratify the Appointment of Auditors.............. 20
Stockholder Nomination of Directors......................... 21
Stockholder Proposals....................................... 21
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QUESTIONS AND ANSWERS
Q: WHEN AND WHERE IS THE MEETING?
A: The meeting will be held at the Regent Wall Street, 55 Wall Street, New York,
New York, on June 15, 2001, at 10:00 a.m. New York City time.
Q: WHO CAN VOTE ON THE PROPOSALS PRESENTED IN THIS PROXY?
A: Holders of our common stock at the close of business on April 23, 2001, the
record date relating to the meeting, may vote.
Q: WHAT VOTE IS REQUIRED?
A: The amendment to our certificate of incorporation to change our name to
Interactive Data Corporation must be approved by the affirmative vote of over
50% of the outstanding shares of our common stock. Directors will be elected
by a plurality of the votes cast. The proposal to approve the adoption of the
Employee Stock Purchase Plan and the proposal to ratify the selection of
PricewaterhouseCoopers LLP as our independent auditor each require the
affirmative vote of a majority of the shares present in person or represented
by proxy at the meeting and entitled to vote on the proposal.
Pearson DBC Holdings Inc., a Delaware corporation and an indirect subsidiary
of Pearson plc ("Pearson"), owns a total of 56,423,949 shares of our common
stock, or approximately 60% of the total number of shares of our common stock
outstanding on the record date. Pearson DBC Holdings has informed us that it
intends to vote its shares in favor of the proposals set forth in this proxy
statement. These votes will be sufficient to assume the approval of the
amendment, the election of the nominees for director named herein, the
approval of the adoption of the Employee Stock Purchase Plan and the approval
of the appointment of PricewaterhouseCoopers LLP as our independent auditor
for our fiscal year ending December 31, 2001.
Q: WHAT DO I NEED TO DO NOW?
A: Read this proxy statement and the attached appendices. Then, if you choose to
vote by proxy, you can (i) complete your proxy card and indicate how you want
to vote or (ii) vote your shares either by telephone or via the Internet, the
instructions for which are set forth on the proxy card. Voting by telephone
or via the Internet eliminates the need to return the proxy card. If you
decide to vote by mail, sign and mail the proxy card in the enclosed return
envelope as soon as possible. You should complete, sign and return your proxy
card or vote by telephone or via the Internet even if you currently expect to
attend the meeting and vote in person. Mailing in a proxy card or voting by
telephone or Internet now will not prevent you from later canceling or
"revoking" your proxy right up to the day of the meeting, and you will ensure
that your shares are voted if you later find you are unable to attend. If you
sign and send in the proxy card and do not indicate how you want to vote,
your proxy will be voted FOR the amendment to our certificate of
incorporation to change our name to Interactive Data Corporation, FOR the
election of the nominees to our board of directors, FOR the approval of the
adoption of the Employee Stock Purchase Plan and FOR the ratification of
PricewaterhouseCoopers LLP as our independent auditor for our fiscal year
ending December 31, 2001.
Q: IF MY BROKER HOLDS MY SHARES IN "STREET NAME," WILL MY BROKER VOTE MY SHARES
FOR ME?
A: You should follow the directions your broker provides in order to instruct
your broker how to vote. Without instructions, your broker will not vote your
shares on the proposal to change our name to Interactive Data Corporation.
However, your broker will not require instructions from you to vote for the
election of the nominees for director named herein, for the adoption of The
Employee Stock Puchase Plan or for the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent auditor for our fiscal year
ending December 31, 2001.
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Q: CAN I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?
A: Yes. You can change your vote at any time before your shares are voted at the
annual meeting by delivering a signed notice of revocation to our corporate
secretary, by delivering a later dated signed proxy card, by submitting a new
proxy by telephone or via the Internet or by attending the annual meeting and
voting in person.
Q: WHERE CAN I FIND MORE INFORMATION ABOUT DATA BROADCASTING?
A: We file reports and other information with the Securities and Exchange
Commission. You may read and copy this information at the SEC's public
reference facilities. Please call the SEC at 1-800-SEC-0330 for information
about these facilities. The reports and information also are available at the
Internet site the SEC maintains at http://www.sec.gov. You also can request
copies of these documents from us at no charge to you.
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THE ANNUAL MEETING
GENERAL
We are furnishing this proxy statement to our stockholders in connection
with the solicitation of proxies by our board of directors. Our board of
directors will use the proxies at the annual meeting of our stockholders to be
held on June 15, 2001 and at any adjournment or postponement thereof for the
following purposes:
- To consider and act upon a proposal to amend our certificate of
incorporation to change the name of our corporation to Interactive Data
Corporation.
- To elect a board of directors of 10 members, to serve until our next
annual meeting or until their successors have been duly elected and
qualified or upon their earlier death, resignation or removal.
- To consider and act upon a proposal to approve the adoption of an
Employee Stock Purchase Plan.
- To consider and act upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as our independent auditor for our fiscal year
ending December 31, 2001.
- To transact any other business as may properly be brought before our
annual meeting or any adjournment or postponement thereof.
This proxy statement, notice of meeting and proxy cards are first being
mailed on or about April 30, 2001 to our stockholders eligible to vote at the
meeting.
DATE, PLACE AND TIME
The annual meeting of our stockholders will be held on June 15, 2001, at
the Regent Wall Street, 55 Wall Street, New York, New York at 10:00 a.m. New
York City time.
RECORD DATE
The board of directors fixed the close of business on April 23, 2001 as the
record date for the annual meeting. Accordingly, only holders of our common
stock of record at the close of business on April 23, 2001, will be entitled to
notice of, and to vote at, the annual meeting.
STOCKHOLDERS ENTITLED TO VOTE
As of the close of business on April 23, 2001, there were 94,220,115 shares
of our common stock outstanding, and such shares of common stock were held by
approximately 1,631 holders of record. Each share of our common stock entitles
the holder thereof to one vote. Pearson DBC Holdings Inc., an indirect
subsidiary of Pearson, held 56,423,949 shares of our common stock, or
approximately 60% of the total number of shares of our common stock outstanding
on the record date.
VOTE REQUIRED; VOTING AT THE MEETING
QUORUM:
Representation of a majority of our shares of common stock outstanding on
the record date, either in person or by proxy, will constitute a quorum for the
meeting.
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PROPOSALS AND VOTE REQUIRED FOR APPROVAL:
PROPOSAL VOTE REQUIRED FOR APPROVAL
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Approval of an Amendment to our Requires the affirmative vote of more than 50% of the
Certificate of Incorporation to change the outstanding shares of our common stock.
name of our corporation to Interactive
Data Corporation.
Election of Directors. Requires a plurality of the votes cast.
Approval of the adoption of an Employee Requires the affirmative vote of a majority of the
Stock Purchase Plan. shares present in person or represented by proxy at
the meeting and entitled to vote on the proposal.
Ratification of the appointment of Requires the affirmative vote of a majority of the
PricewaterhouseCoopers LLP as our shares present in person or represented by proxy at
independent auditor for our fiscal year the meeting and entitled to vote on the proposal.
ending December 31, 2001.
APPROVAL:
Pearson DBC Holdings Inc., which as of April 23, 2001 owned approximately
60% of the outstanding shares of common stock, has informed us that it intends
to vote its shares in favor of the proposals set forth in this proxy statement.
These votes will be sufficient to assume the approval of the amendment, the
election of the nominees for director named herein, the approval of the adoption
of the Employee Stock Purchase Plan and the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent auditors for our fiscal year
ending December 31, 2001.
VOTING OF PROXIES
All properly executed proxies, and all proxies properly submitted by
telephone or via the Internet, received before the vote at the annual meeting,
and not revoked, will be voted in accordance with the instructions indicated on
the proxies or indicated by telephone or Internet, as applicable. If no
instructions are indicated on a returned proxy, such proxies will be voted FOR
the amendment of our certificate of incorporation to change the name of our
corporation to Interactive Data Corporation, FOR the election of the nominated
slate of directors, FOR the approval of the adoption of the Employee Stock
Purchase Plan and FOR the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent auditor for our fiscal year ending
December 31, 2001.
A stockholder who has given a proxy solicited by our board of directors may
revoke it by
- delivering a signed notice of revocation to our corporate secretary;
- delivering a signed later dated proxy;
- submitting a new proxy by telephone or via the Internet; or
- attending the annual meeting and voting in person.
Any written notice of revocation must be sent to Data Broadcasting
Corporation, 22 Crosby Drive, Bedford, Massachusetts 01730, Attention: Corporate
Secretary so as to be delivered at or before the taking of the vote at the
annual meeting. Attendance at the annual meeting will not, by itself, revoke a
proxy.
SOLICITATION OF PROXIES
In addition to solicitation by mail, our directors, officers, and employees
may solicit proxies from stockholders by telephone or in person. These persons
will not receive additional compensation for soliciting proxies but may be
reimbursed reasonable out-of-pocket expenses. Arrangements will also be made
with brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation material to our stockholders. We may reimburse these custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses incurred.
We will pay for all of the expenses of the solicitation of proxies for the
annual meeting.
RIGHTS OF DISSENTING STOCKHOLDERS
Under Delaware law, our stockholders have no dissenters' rights or
appraisal rights with respect to any of the actions proposed to be taken at our
Annual Meeting.
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PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION
TO CHANGE OUR NAME TO INTERACTIVE DATA CORPORATION
The board of directors has unanimously approved, and recommends to our
stockholders, the change of the name of our corporation to Interactive Data
Corporation. Our board of directors believes that it is in our best interests to
change our name to Interactive Data Corporation to more accurately reflect our
core mission and to avoid misunderstandings of our business. For these reasons
our board of directors believes that the name change will bring us enhanced
value. This name change will allow us to benefit from the strong brand
recognition enjoyed by the institutional side of our business, which has been
trading as Interactive Data since 1968. It also distances our company from older
technologies (i.e., broadcasting) that are in decline within the target segment
of our retail business.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE
"FOR" THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO CHANGE OUR NAME TO
INTERACTIVE DATA CORPORATION.
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ELECTION OF DIRECTORS
At our annual meeting, 10 directors are to be elected, each to hold office
(subject to our by-laws) until the next annual meeting of our stockholders and
until a respective successor has been elected and qualified or until the
respective director's earlier death, resignation or removal. Stuart Clark, John
Fallon, Donald P. Greenberg, Stephen Hill, Alan J. Hirschfield, Philip J.
Hoffman and Allan R. Tessler were elected to serve as directors at our last
annual meeting. Following the resignations of two directors, our board of
directors appointed Gloria Samuels and Giles Spackman to serve as directors on
October 23, 2000. Carl Spielvogel was elected to serve as a director at our last
annual meeting. As a result of his appointment to serve as the United States
Ambassador to the Slovak Republic, Mr. Spielvogel subsequently resigned from our
board of directors. Upon the completion of his responsibilities as a United
States Ambassador, Mr. Spielvogel was reappointed to our board of directors on
April 16, 2001. If any nominee should become unavailable for any reason, which
management does not anticipate, the proxies will be voted for any substitute
nominee or nominees who may be selected by the board of directors prior to or at
the annual meeting or, if no substitute is selected by the board of directors
prior to or at the annual meeting, for a motion to reduce the membership of the
board to the number of nominees available. Each person nominated for election
has agreed to serve if elected, and we have no reason to believe that any
nominee will be unable to serve.
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the 10 nominees named below. Shares may not
be voted cumulatively. Pursuant to our by-laws, the 10 candidates receiving the
greatest number of votes shall be elected as directors.
NOMINEES
Our nominees for director are as follows:
Stuart Clark (53) has been president and chief executive officer of our
company since February 29, 2000, and has been employed in the financial
information industry since 1968. Prior to his current position with the company
he had been president of the original Interactive Data Corporation since 1995.
From 1993 to 1995, Mr. Clark was a director of UK based Financial Times
Information, with specific management responsibility for the Market Data
Division. Prior to 1993, Mr. Clark had led the Market Data Division of Extel
Financial Limited, which was acquired by Pearson's Financial Times Group in
December 1993.
John Fallon (38) has served as president of Pearson Inc. since January 1,
2001. From October 1997 through December 31, 2000, Mr. Fallon served as
communications director for Pearson and was responsible for that company's
global investor relations, media relations, employee communications and
strategic positioning. Prior thereto he served as communications director for
PowerGen plc, an international energy group.
Donald P. Greenberg (67) has been a professor at Cornell University,
Ithaca, New York, for the past 32 years. He is the Jacob Gould Sherman professor
of computer graphics and the director of the computer graphics program at
Cornell University. In 1987, Dr. Greenberg received the ACM SIGGRAPH Steven A.
Coons award for outstanding creative contributions to computer graphics and in
1991 was named a member of the National Academy of Engineering. He is the
founding director of the National Science Foundation's Science and Technology
Center for Computer Graphics and Scientific Visualization. Dr. Greenberg
currently serves on the board of directors of Chyron Corporation, a designer and
manufacturer of digital equipment for the broadcast industry.
Stephen Hill (40) has been chairman of the board of directors of our
company since February 29, 2000. He has also served as chief executive officer
of Pearson's Financial Times Group since 1998 and he is a member of Pearson's
management board. From 1996 to 1998, Mr. Hill was chief executive officer of The
Financial Times, and from 1995 to 1996 he was chief executive officer of the
Westminster Press Ltd, a newspaper publishing subsidiary of Pearson. Mr. Hill
joined Pearson in 1987 as head of strategy, and was heavily involved in
Pearson's expansion into satellite television broadcasting. Mr. Hill currently
serves on the boards of MarketWatch.com, Inc. and Royal & Sun Alliance Insurance
Group plc.
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Alan J. Hirschfield (65) is a private investor. Mr. Hirschfield served as
co-chairman of our board of directors from June 1992 until February 29, 2000 and
served as our co-chief executive officer from 1992 to November 29, 1999. Prior
to becoming our co-chief executive officer, Mr. Hirschfield served as a managing
director of Schroder Wertheim & Co. Inc. and as a consultant to the
entertainment and media industry. He formerly served as chief executive officer
of Twentieth Century Fox Film Corp. and Columbia Pictures Inc. from 1980 to 1985
and 1973 to 1978, respectively. Mr. Hirschfield currently serves on the boards
of J Net Enterprises, Inc., a technology holding company, Cantel Industries,
Inc., a distributor of medical and scientific equipment and Chyron Corporation,
a designer and manufacturer of digital equipment for the broadcast industry.
Philip J. Hoffman (42) is chief executive officer of Learning Network Inc.,
Pearson's internet based education business. From January 1, 1998 through
December 31, 2000, Mr. Hoffman was president of Pearson Inc. From January 1,
1997 to December 31, 1998, Mr. Hoffman was executive vice president, chief
financial and administrative officer for Pearson's Penguin Group. Prior thereto,
Mr. Hoffman held various executive positions at Pearson Inc., including vice
president -- finance from June 1, 1995 to December 31, 1996, and as vice
president, company secretary and director of taxation from January 1, 1995 to
June 1, 1995.
Gloria Samuels (39) has been chief executive officer of Pearson Technology
Centre, a division of Pearson, since December 1998. From 1996 until 1998, Ms.
Samuels was senior vice president for program management at Simon & Schuster.
Prior thereto, Ms. Samuels was the director for information technology at
PepsiCo.
Giles Spackman (36) has been finance director of Pearson's Financial Times
Group since July 2000. From August 1999 until July 2000, Mr. Spackman was the
group strategy director for Pearson. From April 1996 until July 1999, Mr.
Spackman was chief financial officer and then chief operating officer of Time
Inc. Atlantic, the division of Time Inc. responsible for Europe, the Middle East
and Africa. Prior thereto, Mr. Spackman was a consultant at McKinsey & Company.
Mr. Spackman also serves on the board of MarketWatch.com, Inc.
Carl Spielvogel (72) is chairman and chief executive officer of Carl
Spielvogel Associates, Inc. Mr. Spielvogel served as the United States
Ambassador to the Slovak Republic from August 2000 to April 2001. Mr. Spielvogel
served as chairman and chief executive officer of the United Auto Group, Inc. a
publicly traded operator of multiple-franchise auto dealerships until April 1997
and as a consultant to the United Auto Group, Inc. from April 1997 until
December 2000. Mr. Spielvogel was associated with Backer Spielvogel Bates
Worldwide, Inc., an advertising and marketing communications company, from July
1987 until January 1, 1994. He served in various positions with Backer
Spielvogel Bates Worldwide, including chairman and chief executive officer. He
was vice chairman and a member of the board of directors of Interpublic Group of
Companies, Inc. for approximately 20 years. Mr. Spielvogel also served on The
Financial Times' outside advisory committee on business matters until he took a
leave of absence from the committee to become the United States Ambassador to
the Slovak Republic.
Allan R. Tessler (64) served as co-chairman of our board of directors from
June 1992 until February 29, 2000 and served as our co-chief executive officer
from June 1992 to November 29, 1999. Mr. Tessler has been chairman of the board
and chief executive officer of International Financial Group, Inc., an
international merchant banking firm, since 1987. He is also chairman of the
board and chief executive officer of J Net Enterprises, Inc., a technology
holding company, and chairman of the board of InterWorld Corporation, a provider
of sell-side e-commerce software. He was chairman of the board of Enhance
Financial Services Group Inc., a municipal bond reinsurer from 1984 to February
2001. From 1989 to 1996 he was chairman of the board of Great Dane Holdings,
Inc., a diversified holding company. Since January 1997, Mr. Tessler has also
served as chairman of Checking Holdings Corp. IV, a private holding company.
From December 1991 through September 1993, Mr. Tessler was chairman of the board
and chief executive officer of Ameriscribe, Inc., a national provider of
facilities management services. Mr. Tessler also serves on the boards of The
Limited, Inc., a specialty retailer, and Allis-Chalmers Corporation, a machine
repair business.
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These individuals will be placed in nomination for election to the board of
directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE NOMINEES FOR DIRECTOR.
The shares represented by the proxy cards returned will be voted FOR
election of these nominees unless an instruction to the contrary is indicated on
the proxy card.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 2000, our board of directors held
nine meetings and took one action by written consent. Our board of directors has
an audit committee, a compensation committee and an independent committee. Our
board of directors does not have a nominating committee, such matters are
discussed by our board as a whole. Other than Mr. Fallon, each of the current
directors attended over 75% of the meetings of the board of directors and of the
committees of the board of directors on which they served during the fiscal year
ended December 31, 2000.
The audit committee is currently composed of Messrs. Hirschfield and
Tessler with Mr. Tessler serving as its chairman. Mr. Spielvogel served as a
member of the audit committee for a portion of the year until he resigned from
the board of directors as a result of his appointment as the United States
Ambassador to the Slovak Republic. The audit committee is currently composed of
independent directors, as defined under the applicable Nasdaq listing rule
currently in effect. Messrs. Hirschfield and Tessler will not be deemed
independent under the applicable Nasdaq listing rule that takes effect on June
14, 2001. Therefore, following the annual meeting, the audit committee's
composition will be modified. This may require the addition of one or two new
directors who meet the definition of independence. No potential new directors
have been identified as of the date of this proxy statement. If a new director
candidate is identified in sufficient time prior to the annual meeting, he or
she will stand for election and the company will distribute a supplement to this
proxy statement. Otherwise, any additional directors will be appointed by the
Board and will stand for election at the next annual meeting.
The audit committee functions pursuant to a written charter which was
adopted by the Board during the past year and is attached hereto as Appendix A.
The audit committee is currently charged with, among other things, recommending
to the board of directors the engagement or discharge of the independent
auditors, reviewing the plan and results of the auditing engagement with the
independent auditors of our company and with the officers of our company,
reviewing with the officers of our company the scope and nature of our company's
internal accounting controls and reporting to the board of directors on the
audit committee's activities, conclusions and recommendations, including a
recommendation as to whether our company's audited financial statements should
be included in our company's Annual Report on Form 10-K. During our 2000 fiscal
year, the audit committee met on five occasions and acted by written consent on
one occasion.
The compensation committee is currently composed of Messrs. Greenberg, Hill
and Hoffman, with Mr. Hill as its chairman. The committee may take (but has
historically recommended to the full board of directors) any and all actions
which may be taken by our board of directors to review and approve executive and
senior management compensation. During our 2000 fiscal year, the compensation
committee met on two occasions and acted by written consent on one occasion.
The independent committee is currently composed of Messrs. Greenberg,
Hirschfield and Tessler, with Mr. Tessler as its chairman. The committee was
formed on February 14, 2001. The committee is delegated all authority of our
board of directors to consider, negotiate and approve on behalf of our company
all transactions and agreements between our company and Pearson or any of
Pearson's affiliates.
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SECURITY OWNERSHIP OF NOMINEES AND MANAGEMENT(1)
The following table sets forth as of April 23, 2001, certain information
regarding the shares of our common stock beneficially owned by (i) each
beneficial holder of more than 5% of the outstanding shares of our common stock,
(ii) each named director, (iii) each named director nominee, (iv) our chief
executive officer, our former chief executive officer, the other executive
officers and former chief executive officer named in the compensation tables
below and (v) all of our directors, nominees for director and executive officers
as a group.
BENEFICIAL OWNERSHIP
-------------------------------------
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP TOTAL
- ---------------- ----------------------- ----------
Pearson DBC Holdings Inc.(2).............................. 56,423,949 -- Direct 59.88%
c/o Pearson Inc.
1330 Avenue of the Americas
New York, NY 10014
Stuart Clark.............................................. 60,000 -- Direct *
President, Chief Executive Officer and Director
Steven G. Crane........................................... 40,000 -- Direct(3) *
Executive Vice President and Chief Financial Officer
John Fallon............................................... 0 *
Director
Donald P. Greenberg....................................... 35,000 -- Direct(3) *
Director
Stephen Hill.............................................. 0 *
Chairman of the Board
Alan J. Hirschfield....................................... 1,487,145 -- Indirect(4) 1.58%
Director
Philip J. Hoffman......................................... 0 *
Director
Mark Imperiale............................................ 856,667 -- Direct(5) *
Former President and Chief Executive Officer(6)
John King................................................. 0 *
Chief Operating Officer of FT Interactive Data Division
Andrea H. Loew............................................ 0 *
Vice President, General Counsel and Corporate Secretary
Gloria Samuels............................................ 0 *
Director
Giles Spackman............................................ 0 *
Director
Carl Spielvogel........................................... 72,000 -- Direct(7) *
Director
Allan R. Tessler.......................................... 275,000 -- Direct(8) 1.91%
Director 1,528,545 -- Indirect(9)
All current directors, nominees and executive officers as
a group (13 persons).................................... 3,497,690(10) 3.71%
- ---------------
* Less than 1%
(1) The table is based upon information supplied by officers, directors,
director nominees and principal stockholders of our company and information
set forth on any statements filed with the Securities and Exchange
Commission, pursuant to Sections 13(d) or 13(g) of the Exchange Act. Unless
otherwise indicated in the footnotes to the table and subject to the
community property laws where applicable, each of the stockholders named in
this table has sole voting and investment power with respect to the shares
shown as beneficially owned by him/her.
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(2)On February 29, 2000, Pearson Longman, Inc., an indirect subsidiary of
Pearson, was issued these shares pursuant to the merger between our company
and Interactive Data Corporation, a wholly-owned subsidiary of Pearson
Longman. Since that time, Pearson Longman has transferred such shares to
Pearson DBC Holdings Inc., another indirect subsidiary of Pearson.
(3) Represents shares which may be acquired upon exercise of presently
exercisable options or options which may be exercised within 60 days of
April 23, 2001.
(4) Held of record directly by Alan J. Hirschfield Living Trust. Includes
275,000 shares which may be acquired upon exercise of presently exercisable
options or options which may be exercised within 60 days of April 23, 2001.
(5) Includes 666,667 shares which may be acquired upon exercise of presently
exercisable options or options which may be exercised within 60 days of
April 23, 2001.
(6) Mr. Imperiale served as our company's President and Chief Executive Officer
from October 1, 1999 until February 29, 2000.
(7)Includes 2000 shares which may be acquired upon exercise of presently
exercisable options.
(8) Represents shares which may be acquired upon exercise of presently
exercisable options or options which may be exercised within 60 days of
April 23, 2001.
(9) Includes 983,545 shares held of record by ART/FGT Family Partners Ltd. and
545,000 shares held of record by Tessler Family Limited Partnership.
(10) Includes 627,000 shares which may be acquired upon exercise of presently
exercisable options or options which may be exercised within 60 days of
April 23, 2001.
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EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
compensation paid or accrued to or on behalf of our chief executive officer, our
former chief executive officer and three other executive officers through the
end of the fiscal year ended December 31, 2000. As of December 31, 2000, our
company had no additional executive officers. Our fiscal year was changed in
March 2000 from a July 1 -- June 30 fiscal year to a January 1 -- December 31
fiscal year. Information for 1998 and 1999 is presented for the calendar year.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------- ------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS($) COMPENSATION OPTIONS(#) COMPENSATION($)
- --------------------------- ---- -------- -------- ------------ ------------ ---------------
Stuart Clark(1)................... 2000 $250,000 $216,908 $179,813(2) 36,254 --
President and Chief Executive
Officer
Mark I. Imperiale(3).............. 2000 $100,000 $165,625 -- -- $533,465(4)
Former Chief Executive 1999 $390,632 $375,000 -- 666,667 $ 3,470(4)
Officer, President and 1998 $300,000 $175,000 -- -- $ 3,470(4)
Chief Operating Officer
Steven G. Crane................... 2000 $300,000 $150,000 -- 60,000 $230,174(5)
Chief Financial Officer 1999 $ 27,308 -- -- 120,000 --
John King(6)...................... 2000 $208,333 $120,500 $ 39,234(7) -- $ 2,646(8)
Chief Operating Officer of FT
Interactive Data Division
Andrea H. Loew(9)................. 2000 $149,084 $104,220 -- -- $ 4,400(10)
Vice President, General
Counsel and Corporate
Secretary
- ---------------
(1) Mr. Clark was appointed President and Chief Executive Officer of our
company on February 29, 2000. Information in this table reflects
compensation received by Mr. Clark from February 29, 2000 through December
31, 2000.
(2) Mr. Clark's other annual compensation for 2000 consisted of housing
allowance, car allowance, tuition reimbursement and a tax gross-up.
(3) Mr. Imperiale served as our company's Chief Executive Officer and President
from October 1, 1999 until February 29, 2000. Prior to that time, Mr.
Imperiale served as our company's President, Chief Operating Officer and
Chief Financial Officer. Information in this table for 2000 reflects
compensation received by Mr. Imperiale from January 1, 2000 through
February 29, 2000. On February 29, 2000, Mr. Imperiale entered into a
termination agreement with our company pursuant to which our company paid
Mr. Imperiale $2,700,000 during the 2000 fiscal year.
(4) Mr. Imperiale's other compensation for 2000 consisted of matching
contributions to our company's 401(k) plan and consulting services. Other
compensation for 1998 and 1999 consisted of matching contributions to our
company's 401(k) plan. Mr. Imperiale has also been paid $530,000 in fiscal
year 2000 for certain consulting services he provided our company after the
termination of his employment with our company. In addition, on February
29, 2000 our company loaned Mr. Imperiale $1,000,000 to purchase shares of
our company's common stock. As of December 31, 2000, $742,600 of the
principal amount of this loan was still outstanding.
(5) Mr. Crane's other compensation for 2000 consisted of matching contributions
to our company's 401(k) plan and relocation costs. In addition, in 2000 our
company entered into a $212,000 bridge loan agreement with Mr. Crane to
facilitate the purchase of his principal residence. As of December 31,
2000, this loan had been repaid.
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(6) On February 29, 2000, as a result of the merger between Data Broadcasting
and Interactive Data, the division for which Mr. King is Chief Operating
Officer became a part of our company. Information in this table reflects
compensation received by Mr. King from February 29, 2000 through December
31, 2000.
(7) Mr. King's other annual compensation for 2000 consisted of vacation pay
buyout and a tax gross-up.
(8) Mr. King's other compensation for 2000 consisted of matching contributions
to our company's 401(k) plan.
(9) Ms. Loew was appointed General Counsel, Vice President and Corporate
Secretary of our company on February 29, 2000. Information in this table
reflects compensation received by Ms. Loew from February 29, 2000 through
December 31, 2000.
(10) Ms. Loew's other compensation for 2000 consisted of matching contributions
to our company's 401(k) plan.
OPTION GRANTS LAST FISCAL YEAR
The following table provides information concerning grants of stock options
under our company's 2000 Long Term Incentive Plan for the named executive
officers for the fiscal year ended December 31, 2000. Our company did not grant
any stock appreciation rights during the fiscal year ended December 31, 2000.
INDIVIDUAL GRANTS
-----------------------------
NUMBER OF SHARES % OF TOTAL
OF COMMON STOCK OPTIONS
SUBJECT TO GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION GRANT DATE
NAME GRANTED(#) FISCAL YEAR ($ PER SHARE) DATE PRESENT VALUE($)
- ---- ---------------- ------------ -------------- ---------- ----------------
Stuart Clark.................. 36,254 4% $3.31 12/15/10 $ 84,110
Steven G. Crane............... 60,000 7% $3.00 10/16/10 $126,000
Mark I. Imperiale............. -- -- -- -- --
John King..................... -- -- -- -- --
Andrea H. Loew................ -- -- -- -- --
All options reported above were awarded under our company's stockholder
approved 2000 Long Term Incentive Plan. Pursuant to the terms of the plan, the
exercise price per share for all options is determined by the committee
authorizing such award, our board of directors or any party designated by the
committee or our board of directors. Stock option exercise prices were equal to
the fair market value of our company's common stock on the date of grant.
One-third of the total number of options granted to Mr. Clark (rounded to
the nearest whole number) will vest and become exercisable on the first
anniversary of the date of grant, and the remaining options will vest and become
exercisable in 36 equal installments on the last day of each calendar month,
commencing with the month such first anniversary occurs. One-third of the total
number of options granted to Mr. Crane will vest and become exercisable on each
of the first three anniversaries of the date of grant.
"Grant Date Present Value" has been calculated using the Black-Scholes
pricing model, a widely recognized method of determining the present value of
options. The actual value, if any, an executive officer may realize will depend
on the extent to which the conditions to exercisability of the option are
satisfied and the excess of the stock price over the exercise price on the date
the option is exercised. It is highly unlikely that the value realized by the
above employees will be consistent with the value estimated by Black-Scholes
model. The estimated values under that model are based on assumptions regarding
interest rates, stock price volatility and future dividend yield. The model is
used for valuing market traded options and is not directly applicable to valuing
stock options granted under our company's 2000 Long Term Incentive Plan which
cannot be transferred.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
The following table provides information concerning the exercise of stock
options during the fiscal year ended December 31, 2000 and unexercised stock
options held as of December 31, 2000 by the named executive officers.
NUMBER OF DOLLAR VALUE OF
UNEXERCISED UNEXERCISED IN-THE-MONEY
SHARES DOLLAR OPTIONS AT FY-END OPTIONS AT FY-END
ACQUIRED VALUE ---------------------------- ----------------------------
NAME OR EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
Stuart Clark......... -- -- -- 36,254 -- $0
Steven G. Crane...... -- -- 40,000 140,000 $0 $0
Mark I. Imperiale.... -- -- 666,667 -- $0 --
John King............ -- -- -- -- -- --
Andrea H. Loew....... -- -- -- -- -- --
The exercise price of all unexercised options at fiscal year-end exceeded
the average of the high ask and low bid price for our common stock as reported
by The Nasdaq National Market System for December 29, 2000, the last trading day
of 2000, which was $3.375.
COMPENSATION OF DIRECTORS
The annual fee for non-employee directors is $12,000, with the chairman of
the audit committee receiving a $3,000 premium. During fiscal year 2000, Mr.
Greenberg, Mr. Hirschfield, Mr. Spielvogel and Mr. Tessler each received fees of
$12,000 and reimbursement for travel expenses for service to the board of
directors. The chairman of the audit committee received a $3,000 premium during
fiscal year 2000. Mr. Hill, Mr. Hoffman, Mr. Fallon, Ms. Samuels and Mr.
Spackman, all of whom are affiliated with Pearson, did not receive compensation
for service on the board of directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
We entered into an employment agreement with Mr. Crane, our chief financial
officer, on October 15, 1999. The term of his agreement commenced on November
29, 1999 and continues until June 30, 2003. The agreement provides for a base
salary of a minimum of $300,000 annually through June 30, 2001, and an increase
thereafter to $325,000. Mr. Crane is also entitled to receive a performance
based bonus of up to 100% of his base salary subject to the discretion of the
compensation committee of our board of directors. For fiscal 2000 Mr. Crane was
guaranteed a bonus of 50% of his base salary. In addition, Mr. Crane was granted
an option to acquire 120,000 shares of common stock upon the commencement of the
agreement and an option to purchase an additional 60,000 shares on its first
anniversary, each vesting over a three-year period. Mr. Crane is prohibited from
competing with us during the entire term of the agreement and for two years
after its termination. In the event of certain involuntary terminations (i) Mr.
Crane will receive a lump sum payment equal to 150% of his base salary for a
period of the greater of one year or the balance of his employment term and (ii)
the period under which Mr. Crane is subject to a covenant not to compete with us
will be reduced to one year. In the event of a change of control and the
termination of Mr. Crane, any of Mr. Crane's issued but unvested options will
vest immediately.
We currently have no other compensation plan or arrangement with respect to
any of the executive officers named on the Summary Compensation Table, which is
or will be triggered by the resignation, retirement, or other termination of
such individual's employment with us or by a change in our control or a change
in the individual's responsibilities following a change in control.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16 of the Securities Exchange Act of 1934, as amended, requires our
directors and executive officers, and any person who owns more than 10% of a
registered class of our equity securities, to file with the SEC, initial reports
of ownership and reports of changes in ownership of common stock and our other
equity
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securities. Based upon the information supplied to us by such persons, we are
required to report any known failure to file these reports within the period
specified by the instructions to the reporting forms. To our knowledge, based
upon a review of the Section 16(a) reports furnished to us and the written
representations of officers and directors, all these filing requirements were
satisfied by our directors and executive officers, except that Steven G. Crane,
Gloria Samuels and Giles Spackman filed late their respective Initial Statements
of Beneficial Ownership of Securities (related to the commencement of their
employment with our company or appointment as a director of our company), Stuart
Clark and Steven Crane did not timely file their respective statements
pertaining to option grants in 2000 and Carl Spielvogel did not timely file a
statement pertaining to certain shares issued to him in connection with the
merger of Data Broadcasting and Interactive Data.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The audit committee has provided the following report to our stockholders:
The audit committee of the board of directors is currently composed of two
directors who are independent directors under the applicable Nasdaq listing
standards. The audit committee consists of Messrs. Hirschfield and Tessler. Mr.
Spielvogel served as a member of the audit committee for a portion of the year
until he resigned from the board of directors due to his appointment as the
United States Ambassador to the Slovak Republic. Mr. Spielvogel did not
participate in the preparation of this report. The purpose of the audit
committee is to review our company's financial reporting process on behalf of
the board of directors. The audit committee operates under a written charter
which is included as Appendix A to the proxy statement. Management has the
primary responsibility for the financial statements and the reporting process.
Our company's independent auditors are responsible for expressing an opinion on
the conformity of our company's audited financial statements to accounting
principles generally accepted in the United States of America.
The audit committee has reviewed and discussed with the independent
auditors and management the plan and results of the auditing engagement and the
audited financial statements. The audit committee has reviewed with management
the scope and nature of our company's internal auditing controls and has
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61, COMMUNICATION WITH AUDIT COMMITTEES. In
addition, the audit committee has received from the independent auditors the
written disclosures required by Independence Standards Board No. 1, INDEPENDENCE
DISCUSSIONS WITH AUDIT COMMITTEES and discussed with them their independence
from our company and its management and whether the provision of tax consulting,
systems review and acquisition related services by the independent auditors is
compatible with maintaining the independent auditors' independence.
The audit committee has also reported to the board of directors its
activities, conclusions and recommendations. Specifically, in reliance on the
reviews and discussions referred to above, the audit committee recommended to
the board of directors, and the board has approved, that the audited financial
statements be included in our company's Annual Report on Form 10-K for the year
ended December 31, 2000, as filed with the Securities and Exchange Commission on
March 28, 2001. The audit committee has also recommended to the board of
directors, and the board has approved, the reappointment of
PricewaterhouseCoopers LLP as our company's independent auditors for the fiscal
year ending December 31, 2001.
Respectfully submitted,
AUDIT COMMITTEE
Allan R Tessler, Chairman
Alan J. Hirschfield
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has provided the following report to our
stockholders:
The Compensation Committee of the board of directors makes recommendations
regarding compensation of our executive officers. During 2000, the Compensation
Committee consisted of Messrs. Greenberg, Hill and Hoffman, with Mr. Hill
serving as Chairman. Messrs. Hill and Hoffman are employees of Pearson. No
member of the Committee was an employee of our company or any of its
subsidiaries.
COMPENSATION POLICIES AND PROCEDURES FOR EXECUTIVE OFFICERS
The Compensation Committee seeks to set compensation at levels and through
arrangements that will attract and retain qualified executive managerial talent.
The Committee ties the compensation to both the individual's and our company's
performance by rewarding employees for past contributions, and by setting goals
that encourage managerial efforts consistent with corporate growth, strategic
progress and the creation of stockholder value. After consultation with outside
compensation consultants, the Compensation Committee has concluded that a mix of
salary, performance-based incentive bonus and stock options will achieve those
objectives.
Generally, base salaries for executive officers are reviewed annually.
Calendar year 2000 salary increases were based upon a review of compensation
levels for comparable executive positions using data assembled and analyzed by
outside compensation consultants. In assessing compensation levels for
individual executive officers, consideration was given to the executive's
relative and absolute performance, experience and scope of responsibilities.
This assessment was not subject to specific weightings or formulas and gave
consideration to the executive's level of compensation relative to survey data
provided by the consultants as well as the overall salary budget established by
our company. Because the base salary levels and bonus for Messrs. Crane and
Imperiale for the 2000 fiscal year were set by the terms of their employment
agreements, the Committee did not evaluate or adjust these amounts in 2000.
In addition to base salary, executive officers are eligible to participate
in our company's Key Manager Bonus Plan. This plan provides the executive
officers with the opportunity to receive an incentive bonus equal to a
percentage of their base salary. The executive officers earn such incentive pay
if our company achieves specified financial targets.
Under our company's 2000 Long Term Incentive Plan, the Committee may grant
stock option awards. Options tie a portion of compensation directly to our
company's stock performance. Option grant levels take into consideration various
surveys conducted by the compensation consultants, prevailing labor market
practices and an employee's individual position and ability to impact corporate
financial performance.
BASIS FOR THE COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The compensation for Mr. Clark for the 2000 fiscal year was set at a level
consistent with other chief executives of companies in similar businesses using
data compiled and analyzed by the compensation consultants. Mr. Clark's bonus
arrangement provided for a payment based upon our company's attainment of
certain financial targets and Mr. Clark's individual performance. If performance
targets were not attained, no bonus would be payable; if targets were exceeded
an additional amount could be awarded. In addition, Mr. Clark was granted
options to purchase shares of our company's common stock. Stock options granted
under the 2000 Long Term Incentive Plan will deliver value to Mr. Clark in
direct proportion to our company's stock price appreciation. No specific formula
or weighting was used to determine the distribution of compensation between base
salary and long term incentives.
Respectfully submitted,
COMPENSATION COMMITTEE
Stephen G. Hill, Chairman
Philip J. Hoffman
Donald P. Greenberg
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STOCK PERFORMANCE GRAPH
The graph presented below compares annual cumulative total stockholder
return, assuming dividend reinvestment, for the five year period ended December
31, 2000, on an assumed investment of $100 on January 1, 1996, in our company,
the NASDAQ National Market Composite Index, the NASDAQ 100 Index and the NASDAQ
Financial-100 Market Index. Stockholder return is measured by dividing (a) the
sum of (i) the cumulative amount of dividends and (ii) the difference between
the issuer's share price at the end and at the beginning of the measurement
period by (b) the share price at the beginning of the measurement period.
Due to the changed nature of our company's business that resulted from the
merger of Data Broadcasting and Interactive Data, our company has adopted a new
peer group index, the NASDAQ Financial-100 Market Index. The Stock Performance
Graph below compares our company's stock performance with this index, as well as
with the NASDAQ 100 Index, the former peer group index. The graph also compares
our company's stock with the NASDAQ National Market Composite Index, a broad
market index measuring all domestic NASDAQ companies.
STOCK PERFORMANCE COMPARISON OF DATA
BROADCASTING CORPORATION'S COMMON STOCK (DBC), WITH
THE NASDAQ NATIONAL MARKET COMPOSITE INDEX (NASDAQ US), THE
NASDAQ 100 INDEX (NASDAQ 100) AND THE NASDAQ FINANCIAL-100
MARKET INDEX (NASDAQ FINANCIAL-100)
[GRAPH]
- ------------------------------------------------------------------------------------------------------------------------------
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
------------ ------------ ------------ ------------ ------------ ------------
- ------------------------------------------------------------------------------------------------------------------------------
DBC 100.000 56.566 45.455 144.444 66.667 25.283
NASDAQ US 100.000 122.706 149.254 208.405 386.769 234.811
NASDAQ 100 100.000 142.540 171.945 318.625 643.464 406.383
NASDAQ FINANCIAL-100 100.000 127.884 200.391 194.843 177.383 196.908
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TRANSACTIONS WITH PEARSON
Beginning on February 29, 2000, Pearson and certain of its subsidiaries
began to provide certain services to our company and our company began providing
certain services to Pearson. The services provided by Pearson to our company
include administering the 401(k) and employee health benefit plans, insurance,
and billing, accounts payable, accounts receivable, computer and accounting
system support, financial accounting and tax and payroll services related to
certain subsidiaries of the company. A majority of these services are related to
our company's operation in England and certain of these services, including
401(k) administration, health insurance and certain tax consulting, are billed
to our company at Pearson's cost. The services provided by our company to
Pearson include editorial, information technology and property services. Our
company has been invoiced $9,551,800 for such services provided by Pearson in
our 2000 fiscal year and invoiced Pearson $6,262,000 for services provided by
our company in our 2000 fiscal year. Pearson and our company, through our
independent committee, are currently negotiating a Master Services Agreement
relating to the provision of these services. We anticipate the terms of that
agreement, once approved, will be applied retrospectively to all services
provided after February 29, 2000, and that any required payment adjustments will
be applied to offset future charges. Management believes that any such
adjustments would not be material.
In May 2000, the Company borrowed $15,000,000 from an affiliate of Pearson
to enable the Company to purchase additional shares of MarketWatch.com, Inc.
This borrowing has been repaid. On January 8, 2001, the Company sold its 34.4%
ownership in MarketWatch.com,Inc. to an affiliate of Pearson for $26,888,000.
On March 7, 2001, Pearson's Financial Times Group entered into a trademark
license agreement with our company authorizing our company to use the "FT" and
"Financial Times" trademarks and logos in our business. The license grants our
company the right to use the FT and Financial Times brands for a five-year
period for one British Pound with an automatic annual renewal thereafter, unless
terminated. The license is subject to quality control standards, restrictions on
sublicensing the trademarks to third parties and certain other restrictions. The
agreement was approved by the independent committee.
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PROPOSAL TO APPROVE THE ADOPTION OF THE EMPLOYEE STOCK PURCHASE PLAN
We are proposing the adoption of an Employee Stock Purchase Plan. Our board
of directors, acting on the recommendation of management, has approved the
adoption of the Employee Stock Purchase Plan, subject to shareholder approval.
The Employee Stock Purchase Plan is intended to constitute an "employee stock
purchase plan" within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended.
The purpose of the Employee Stock Purchase Plan is to provide an
opportunity for all eligible employees to purchase shares of common stock
through voluntary, systematic payroll deductions. By this means employees are
provided with an opportunity to acquire an interest in our company's economic
progress and a further incentive to promote our best interests.
The Employee Stock Purchase Plan will authorize 2,000,000 shares of common
stock to be sold under it. Our board of directors believes the number of shares
reserved under the Employee Stock Purchase Plan should be sufficient for several
offerings and make unlikely the need to request additional shares in the near
future. The Company also intends to adopt stock purchase programs for employees
of its non-United States subsidiaries that are of a type customary for those
jurisdictions. Any shares utilized under those programs will reduce the number
of shares available under the Employee Stock Purchase Plan.
PLAN SUMMARY
The following is a brief description of the material features of the
Employee Stock Purchase Plan. This description is qualified in its entirety by
reference to the full text of the Employee Stock Purchase Plan annexed to this
proxy statement as Appendix B.
The Employee Stock Purchase Plan authorizes our board of directors, or a
committee delegated such authority, from time to time to make offerings of
common stock for sale to eligible employees. Offerings may run consecutively or
may overlap. The duration of any offering, the dates during an offering on which
shares are to be purchased, and the purchase price for the shares, will be set
by our board of directors or the committee, provided that (i) the duration of
any offering cannot exceed 27 months, when the purchase price is set by
reference, in whole or in part, to the market price of a share on the offer
date, or 5 years when the purchase price is set solely by reference to the
market price on the purchase date, and (ii) the purchase price per share cannot
be lower than 85% of the market price on the offer date, or 85% of the market
price on the date of purchase, whichever is less.
All individuals who, on an offer date, are employees of our company or any
subsidiary that has adopted the Employee Stock Purchase Plan with our board of
directors' consent, including officers and employee directors, are eligible to
participate, except for any employee owning 5% or more of the total combined
voting power or value of all classes of the stock of the company or any employee
on an approved leave of absence that has exceeded 90 days and whose right to
re-employment is not guaranteed. In addition, our board of directors or the
committee may exclude from participation certain categories of short-service or
part-time employees as permitted by the Internal Revenue Code.
Payment for shares will generally made through after-tax payroll deductions
elected by employees that accumulate during an offering prior to any purchase
date. The Internal Revenue Code and the Employee Stock Purchase Plan contain
certain limitations relating to the number of shares that may be purchased by
any one employee during an offering.
AMENDMENT
Our board of directors may amend or discontinue the Employee Stock Purchase
Plan at any time, provided that, if required by applicable law or stock exchange
rule or if so determined by the board of directors in its discretion, any such
amendment shall be subject to shareholder approval.
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NEW BENEFITS
Our board of directors has not yet authorized any offerings under the
proposed Employee Stock Purchase Plan. As a result, it is not practicable to
determine the new benefits for any employees under the Employee Stock Purchase
Plan.
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE EMPLOYEE STOCK PURCHASE
PLAN
An employee will not realize taxable income upon the grant of a right to
purchase shares or upon the purchase of shares pursuant to the terms of the
Employee Stock Purchase Plan even though the price paid for the shares is less
than their fair market value at the time of purchase. If an employee disposes of
shares acquired under the Employee Stock Purchase Plan, the amount of ordinary
income, capital gain or capital loss realized will depend on the holding period
of the shares.
If the employee disposes of shares more than one year after the shares were
purchased, and more than 2 years after the offer date, the employee will realize
ordinary income in the year of disposition equal to the lesser of (i) any
offering date discount, or (ii) the amount by which the fair market value of the
shares on the date of disposition exceeds the purchase price. Any additional
gain from the sale will be long-term capital gain.
If the shares are disposed of within the periods described above, the
employee will recognize ordinary income equal the excess of the fair market
value of the shares on the date of purchase over the purchase price. This excess
is taxed as ordinary income even if the shares are sold at a loss. In addition,
the employees will recognize capital gain or loss measured by the difference
between (i) the sale price and (ii) the purchase price plus the amount of
ordinary income recognized.
Our company generally is not entitled to an income tax deduction when an
employee exercises an option to purchase a share under the Employee Stock
Purchase Plan or upon the subsequent disposition of any such share. If the
disposition is within the periods described above, however, the company will be
entitled to an income tax deduction in the year if such disposition in an amount
equal to the amount of ordinary income recognized by the employee.
VOTE REQUIRED AND RECOMMENDATION
Requires the affirmative vote of a majority of the shares present in person
or represented by proxy at the meeting and entitled to vote on the proposal.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy at the annual meeting and entitled to vote on the
proposal is required for approval of the adoption of the Employee Stock Purchase
Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE
"FOR" THE APPROVAL OF THE ADOPTION OF OUR EMPLOYEE STOCK PURCHASE PLAN.
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PROPOSAL TO RATIFY THE APPOINTMENT OF AUDITORS
Our Audit Committee has recommended, and our board of directors has
selected, the firm of PricewaterhouseCoopers LLP, independent public
accountants, to audit our financial statements for the fiscal year ending
December 31, 2001, subject to ratification by the stockholders.
PricewaterhouseCoopers LLP has acted as our independent auditor since fiscal
year 1995. Representatives of PricewaterhouseCoopers LLP, the auditors of our
2000 financial statements, are expected to be present at this annual meeting
with the opportunity to make a statement, if they so desire, and they are
expected to be available to respond to appropriate questions.
AUDIT FEES. The aggregate fees billed by PricewaterhouseCoopers LLP for
professional services rendered for the audit of our company's annual financial
statements for the fiscal year ending December 31, 2000 and the reviews of the
financial statements included in our company's Forms 10-Q was $327,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. No fees were
billed to us by PricewaterhouseCoopers LLP for financial information systems
design and implementation for our fiscal year ending December 31, 2000.
ALL OTHER FEES. Other fees paid to PricewaterhouseCoopers LLP for tax
consulting, systems review and acquisition related services were $719,765.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE
"FOR" THE APPROVAL OF THE RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR.
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STOCKHOLDER NOMINATION OF DIRECTORS
Nominations other than those made by our directors must be in writing and
be delivered to our corporate secretary at our principal executive offices at 22
Crosby Drive, Bedford, Massachusetts, 01730 not less than 10 days after the date
on which notice of the annual or special meeting is first given to the
stockholders, or more than 60 days prior to any annual or special meeting,
whichever is later. Such nominations must include the information regarding the
person advancing the nomination as well as information about the nominee as
required by our bylaws. Nominations not made according to these procedures will
be disregarded.
STOCKHOLDER PROPOSALS
Stockholders who intend to present proposals at the 2002 Annual Meeting
under SEC Rule 14a-8 must insure that such proposals are received by our
corporate secretary not later than December 31, 2001. Such proposals must meet
the requirements of the SEC to be eligible for inclusion in our company's 2001
proxy materials. In order for a proposal to be considered "timely" within the
meaning of SEC Rule 14a-4(c), such proposal must be received prior to March 16,
2002.
By order of the Board of Directors.
/s/ Andrea H. Loew
Andrea H. Loew
Corporate Secretary
April 30, 2001
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APPENDIX A
AUDIT COMMITTEE CHARTER FOR
DATA BROADCASTING CORPORATION (THE "COMPANY")
PURPOSE AND POWERS
The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's conduct and the reliability and integrity of the Company's
financial reporting process, including the review of financial reports and other
financial information provided by the Company to any governmental or regulatory
body, the public or other users thereof, the Company's systems of internal
accounting and financial controls, and the annual independent audit of the
Company's financial statements and the Company's legal compliance and ethics
programs as established by the Company's management and the Board.
In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and the power to retain outside
counsel, auditors or other experts for this purpose.
The outside auditor is ultimately accountable to the Board and the
Committee, as representatives of the stockholders. The Board and the Committee
shall have the ultimate authority and responsibility to select, evaluate and,
where appropriate, replace the outside auditors. The Committee shall be
responsible for overseeing the independence of the outside auditors.
MEMBERSHIP
The Committee shall be comprised of not less than three members of the
Board, selected annually by the Board. The Committee's composition will meet the
independence, experience and other requirements of the Audit Committee Policy of
the National Association of Securities Dealers ("NASD"). Without limiting the
generality of the foregoing:
1. Each member of the Audit Committee must be able to read and
understand fundamental financial statements, including a company's balance
sheet, income statement and cash flow statement.
2. Each member of the Audit Committee will be financially literate
within a reasonable period of time after appointment to the Committee.
In addition, at least one member of the Committee will have past employment
experience in finance or accounting or comparable experience or background.
DUTIES
The Committee's job is one of oversight and it is recognized that the
Company's management is responsible for preparing the Company's financial
statements and that the outside auditors are responsible for auditing those
financial statements. It is not the duty of the Committee to assure compliance
with applicable laws and regulations. Additionally, the Committee recognizes
that financial management, as well as the outside auditors, have more time,
knowledge and more 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 assurance as to the Company's
financial statements or any professional certification as to the outside
auditors work. The Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee.
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.
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- Consider and approve, if appropriate, major changes to the Company's
accounting principles and practices proposed by management. Discuss with
the independent accountants any significant changes in auditing standards
or their audit scope.
- Periodically discuss with management and the outside auditors major
financial risk exposures and the quality of accounting policies and
adequacy of the Company's internal controls and financial reporting.
- Review and reassess the adequacy of this charter on an annual basis and
recommend any proposed changes to the Board for approval.
- Meet with the independent auditors prior to the audit to review the
planning and staffing of the audit.
- Obtain from the independent auditors assurance that they will inform the
Company's management concerning any information that comes to their
attention indicating that an illegal act has or may have occurred that
could have a material affect on the Company's financial statements.
- Review with the independent auditors any problems or difficulties the
independent auditors may have encountered, any management letter provided
by the independent auditors and the Company's response to that letter.
Such review should include any difficulties encountered in the course of
the audit work, including any restrictions on the scope of the activities
or access to required information.
- Review with management and the outside auditors the audited financial
statements to be included in the Company's Annual Report on Form 10-K (or
the Annual Report to Shareholders if distributed prior to the filing of
Form 10-K) and shall review and consider with the outside auditors the
matters required to be discussed by Statement of Auditing Standards
("SAS") No. 61 as amended.
- Request from the outside auditors annually, a formal written statement
delineating all relationships between the auditor and the Company
consistent with Independence Standards Board Standard Number 1, discuss
with the outside auditors any such disclosed relationships and their
impact on the outside auditor's independence, and take or recommend that
the Board take appropriate action to oversee the independence of the
outside auditors.
- Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
- As a whole, or through the Committee chair, review with the outside
auditors, prior to filing with the Securities and Exchange Commission,
the Company's interim financial results to be included in the Company's
quarterly report to be filed with the Securities and Exchange Commission
and the matters required to be discussed by SAS No. 61 as amended; this
review will occur prior to the Company's filing of the Form 10-Q.
- Subject to any action that may be taken by the full Board, possess the
ultimate authority and responsibility to select (or nominate for
shareholder approval), evaluate and, where appropriate, replace the
outside auditors and to approve the fees to be paid to the outside
auditors.
- Review with the Company's counsel, any legal matter that could have a
significant impact on the Company's financial statements.
- Report through its Chairperson to the Board following meetings of the
Committee.
- Maintain minutes or other records of meetings and activities of the
Committee.
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APPENDIX B
DATA BROADCASTING CORPORATION
2001 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Data Broadcasting Corporation 2001 Employee
Stock Purchase Plan (the "Plan") is to encourage and facilitate the ownership of
shares common stock of Data Broadcasting Corporation (the "Company") by eligible
employees of the Company and its Subsidiaries. The Board of Directors of the
Company (the "Board") believes that employee participation in ownership benefit
the employees and the Company. The Plan is intended to constitute an "employee
stock purchase plan" within the meaning of section 423 of the United States
Internal Revenue Code of 1986, as amended (the "Code").
2. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meaning set forth below:
(a) "Committee" means the Board or a committee appointed by the Board
to administer the Plan.
(b) "Compensation" means, with respect to any paycheck, either (i) the
portion thereof representing the gross remuneration paid for services
rendered, or (ii) the portion thereof representing base salary or regular
wages, as determined by the Committee.
(c) "Eligible Employee" means an Employee who is eligible to
participate pursuant to Section 4(a).
(d) "Employee" means each individual who is an employee of the Company
or a Subsidiary for purposes of federal tax withholding; provided, however,
that the term Employee shall not include any individual (i) who for
purposes of section 423(b)(3) of the Code, is deemed to own stock
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company, or (ii) who is on an approved leave of
absence that has exceeded 90 days and whose right to re-employment is not
guaranteed either by statute or by contract.
(e) "Enrollment Form" means the document prescribed by the Committee
pursuant to which an Eligible Employee has enrolled to become a
Participant.
(f) "Market Value" on any date means the closing price of a Share at
the end of regular trading on such date or, if unavailable, the average of
the closing bid and asked prices per Share at the end of regular trading on
such date (or, if there was no trading or quotation in the Shares on such
date, on the next preceding date on which there was trading or quotation)
as provided by the United States national securities exchange or
interdealer quotation system on which the Shares are listed or quoted.
(g) "Offering" means each separate offering of Shares under the Plan
that occurs during each Offering Period.
(h) "Offering Date" means the date on which each Offering Period is to
commence, as determined by the Committee.
(i) "Offering Period" means a period of such duration as determined by
the Committee; provided, however, that the duration of the Offering Period
shall not exceed (i) 27 months, where the Purchase Price is set by
reference, in whole or in part, to the Market Value on the Offering Date,
or (ii) 5 years, where the Purchase Price is set solely by reference to the
Market Value on the Purchase Date. Offering Periods may run consecutively
or may overlap, as determined by the Committee.
(j) "Participant" means each Eligible Employee who elects to
participate in the Plan.
(k) "Purchase Date" means the last day of each Offering Period, and
such interim dates, as determined by the Committee, on which Shares may be
purchased pursuant to the Plan.
(l) "Purchase Price" shall mean the price at which a Share shall be
purchased on each Purchase Date, the method for determining which shall be
set in advance of each Offering by the Committee;
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provided, however, that the Purchase Price shall not be less than 85% of
the Market Value on the (i) Offering Date, or (ii) Purchase Date, whichever
is lower.
(m) "Share" means a share of common stock of the Company.
(n) "Stock Purchase Account" means a noninterest bearing bookkeeping
entry established by the Company or a Subsidiary, which shall record all
amounts deducted from a Participant's Compensation or otherwise contributed
by the Participant for the purpose of purchasing Shares for such
Participant under the Plan, reduced by all amounts applied to the purchase
of Shares for such Participant under the Plan. Neither the Company nor any
Subsidiary shall be required to segregate or set aside any amounts so
deducted or contributed, and such bookkeeping entry shall not represent an
interest in any assets of the Company or a Subsidiary. All deducted or
contributed amounts shall remain part of the general assets of the Company
or a Subsidiary until they are applied to purchase Shares under the Plan,
and until such time may be used for any corporate purpose.
(o) "Subsidiary" shall mean a corporation that is described in section
424(f) of the Code with respect to the Company and that has, with the
permission of the Board, adopted the Plan.
3. Administration.
(a) The Plan shall be administered by the Committee who shall have the
authority and power to adopt, construe, and enforce rules and regulations not
inconsistent with the provisions of the Plan. In administering the Plan, the
Committee shall ensure that all Eligible Employees have the same rights and
privileges, to the extent required under Section 423(b)(5) of the Code. Any
action of the Committee with respect to the Plan shall be final, conclusive and
binding on all persons, including the Company, its Subsidiaries, Participants,
and any person claiming any rights under the Plan from or through any
Participant, except to the extent the Committee may subsequently modify, or take
further action not consistent with, its prior action. The Committee may delegate
to officers or managers of the Company or its Subsidiaries the authority,
subject to such terms as the Committee shall determine, to perform such
functions as the Committee may determine, to the extent permitted under
applicable law.
(b) Each member of the Committee shall be entitled to, in good faith, rely
or act upon any report or other information furnished to such member by any
officer or other employee of the Company, its Subsidiaries, the Company's
independent certified public accountants or any compensation consultant, legal
counsel or other professional retained by the Company to assist in the
administration of the Plan. No member of the Committee, or any officer or
employee of the Company acting on behalf of the Committee, shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan, and all members of the Committee and any officer
or employee of the Company acting on its behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company with respect to any
such action, determination or interpretation.
4. Eligibility and Participation.
(a) During each Offering, each individual who is an Employee on the
Offering Date shall be eligible to participate in the Plan; provided, however,
that with respect to any Offering, the Committee may exclude such Employees who
are described in Section 423(b)(4) of the Code.
(b) Each Eligible Employee may elect to participate in an Offering by
completing an Enrollment Form at such time as determined by the Committee.
(c) Unless otherwise determined by the Committee, the purchase of Shares
under the Plan shall be funded solely through payroll deductions accumulated
during the Offering Period. In an Enrollment Form, an Eligible Employee shall
designate the amount of Compensation to be deducted from each paycheck, subject
to such maximum limit as may be set by the Committee on a uniform basis. Such
payroll deductions shall be credited to the Participant's Stock Purchase
Account. Increases or decreases to a Participant's rate of payroll deduction
during an Offering Period may be permitted in the discretion of the Committee,
based on uniform rules to be established by the Committee.
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(d) Any Participant may voluntarily withdraw from an Offering by filing a
notice of withdrawal with the Committee at such time in advance as the Committee
may specify. Upon such withdrawal, there shall be paid to the Participant the
amount, if any, credited to such Participant's Stock Purchase Account.
(e) Except as otherwise provided by the Committee, if a Participant ceases
to be employed by the Company or a Subsidiary, participation in the Plan shall
cease and the entire amount, if any, credited to such Participant's Stock
Purchase Account shall be refunded to such Participant. To the extent provided
by the Committee, if a Participant remains employed by the Company or a
Subsidiary, but ceases to be an Eligible Employee, such Participant may continue
to participate in the Plan through the end of the Offering Period in which such
cessation occurs, but may participate thereafter only pursuant to Section 4(a).
5. Purchase of Shares. Subject to Section 6, on any Purchase Date, there
shall be purchased on behalf of each Participant that number of Shares which
equals the amount then credited to each Participant's Stock Purchase Account
divided by the Purchase Price (rounded down to the nearest whole Share). Any
amounts not so applied (i.e., that would result in a fractional Share) shall
remain in the Participant's Stock Purchase Account.
6. Limitations.
(a) The aggregate number of Shares that may be purchased under the Plan
shall not exceed 2,000,000, subject to the adjustments set forth in Section 8.
Shares delivered to a Participant upon purchase may, at the Company's
discretion, either be newly issued directly from the Company from its authorized
but unissued Shares or acquired by open market purchase on behalf of the
Participant. If the total number of Shares subscribed for under any Offering
exceeds the number of Shares then available under the Plan, the Committee shall
make a pro rata allocation of the available Shares in a manner as nearly uniform
as practicable, and as it shall determine to be equitable. In that event, the
payroll deductions made or to be made pursuant to authorizations for that
Offering shall be reduced accordingly and the Committee shall give written
notice of such reduction to each affected Participant.
(b) The aggregate number of Shares that may be purchased by any Participant
with respect to any one Offering Period shall not exceed 6,000, subject to the
adjustments set forth in Section 8.
(c) No Eligible Employee shall be granted the right to purchase Shares that
would exceed the limitation set forth in Section 423(b)(8) of the Code.
In order to satisfy the foregoing limitations, the Committee shall have the
right to (i) decrease or suspend a Participant's payroll deductions, (ii) not
apply all or any portion of a Participant's Stock Purchase Account toward the
purchase of Shares, and (iii) repurchase Shares previously purchased by a
Participant at the Purchase Price paid by the Participant. In respect of Section
6(a) above, any such method shall be applied on a uniform basis.
7. Restrictions on Shares. Shares purchased by a Participant shall, for
all purposes, be deemed to have been issued at the close of business on the
relevant Purchase Date. Prior to that time, none of the rights or privileges of
a stockholder of the Company shall inure to the Participant with respect to such
Shares. All Shares purchased under the Plan shall be delivered by the Company in
a manner as determined by the Committee and may consist, in whole or in part, of
authorized and unissued shares, treasury shares or shares acquired in the market
on a Participant's behalf. The Committee shall have the authority to determine
the restrictions, if any, to which Shares shall be subject (including lock-ups
and other transfer restrictions), and may condition the delivery of the Shares
upon the execution by the Participant of any agreement providing for such
restrictions and/or require that the Shares be held in a brokerage or custodial
account established with a broker or other custodian selected by the Committee
in order to enforce such restrictions.
8. Adjustments.
(a) In the event that the Committee shall determine that any
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Shares or other
securities, stock dividend or other special, large and non-recurring dividend or
distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or
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event, affects the Shares such that an adjustment is appropriate in order to
prevent dilution or enlargement of the rights of Participants under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the limitations on the number of Shares that may be purchased under
Sections 6(a) and (b), (ii) the kind of Shares reserved for purchase under the
Plan, and (iii) the calculation of the Purchase Price.
(b) If the Shares shall cease for any reason to be listed on any nationally
recognized stock exchange or quotation system in the United States, the Plan and
any Offering hereunder shall thereupon terminate, and the balance then standing
to the credit in the Stock Purchase Account of each Participant shall be
returned to each such Participant.
9. General Provisions.
(a) Compliance With Laws and Obligations. The Company shall not be
obligated to issue or deliver Shares under the Plan in a transaction subject to
the requirements of any applicable securities law, any requirement under any
listing agreement between the Company and any national securities exchange or
automated quotation system or any other law, regulation or contractual
obligation of the Company until the Company is satisfied that such laws,
regulations, and other obligations of the Company have been complied with in
full. Certificates representing Shares issued under the Plan will be subject to
such stop-transfer orders and other restrictions as may be applicable under such
laws, regulations and other obligations of the Company, including any
requirement that a legend or legends be placed thereon.
(b) Nonalienation. The right to purchase Shares under the Plan is personal
to the Participant, is exercisable only by the Participant during such
Participant's lifetime except as hereinafter set forth, and may not be assigned
or otherwise transferred by the Participant. Notwithstanding the foregoing,
there shall be delivered to the executor, administrator or other personal
representative of a deceased Participant such Shares and such residual balance
as may remain in the Participant's Stock Purchase Account as of the date the
Participant's death occurs. However, such representative shall be bound by the
terms and conditions of the Plan as if such representative were a Participant.
(c) Taxes. The Company or any Subsidiary shall be entitled to require any
Participant to remit, through payroll withholding or otherwise, any tax that it
determines it is so obligated to collect with respect to the purchase or
subsequent sale of Shares, and the Committee shall institute such mechanisms as
shall insure the collection of such taxes. If Shares acquired with respect to an
Offering are sold or otherwise disposed of within two years after the Offering
Date or within one year after the Purchase Date, the holder of the Shares
immediately prior to the disposition shall promptly notify the Company in
writing of the date and terms of the disposition and shall provide such other
information regarding the disposition as the Company may reasonably require in
order to secure any deduction then available against the Company's or any other
corporation's taxable income. The Committee may impose such procedures as it
determines may be necessary to ensure that such notification is made (e.g., by
requiring that Shares be held in a brokerage or custodial account established
with a broker or other custodian selected by the Committee).
(d) No Right to Continued Employment or Service. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee, director or
other person the right to be retained in the employ or service of the Company or
any Subsidiary, nor shall it interfere in any way with the right of the Company
or any Subsidiary to terminate any employee's employment or other person's
service at any time or with the right of the Board or stockholders to remove any
director.
(e) Changes to the Plan. The Board may amend, alter, suspend, discontinue
or terminate the Plan without the consent of stockholders or Participants,
except that any such action shall be subject to the approval of the Company's
stockholders at or before the next annual meeting of stockholders for which the
record date is after such Board action if (i) such stockholder approval is
required by any law or regulation or the rules of any stock exchange or
automated quotation system on which the Shares may then be listed or quoted, or
(ii) the Board, in its discretion, otherwise determines to submit other such
changes to the Plan to stockholders for approval; provided, however, that,
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant with respect to any Shares previously
purchased by
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the Participant. Upon termination of the Plan, any amounts then credited to a
Participant's Stock Purchase Account shall be returned to the Participant.
(f) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor any submission of the Plan or amendments thereto to the stockholders
of the Company for approval shall be construed as creating any limitations on
the power of the Board to adopt such other compensatory arrangements as it may
deem desirable, including, without limitation, the granting of stock options or
purchase rights otherwise than under the Plan, and such arrangements may be
either applicable generally or only in specific cases.
(g) Governing Law. The validity, construction and effect of the Plan, any
rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware, without giving effect to principles of
conflicts of laws, and applicable federal law.
(h) Effective Date. The Plan shall become effective as of the date of its
adoption by the Board, subject to approval of such adoption by the Company's
stockholders within 12 months of the date of such adoption.
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Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
1. Elect the nominees FOR all nominees WITHHOLD Nominees: Stuart Clark
listed at right as listed at right AUTHORITY John Fallon
set forth in the (except as marked to vote for all Donald P. Greenberg
proxy statement to the contrary nominees listed Stephen Hill
at right) at right Alan J. Hirschfield
Philip J. Hoffman
Gloria Samuels
Giles Spackman
Carl Spielvogel
[ ] [ ] Alan R. Tessler
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, PRINT THAT NOMINEE'S
NAME IN THE SPACE PROVIDED BELOW).
________________________________________________
2. Approve the amendment FOR AGAINST ABSTAIN
of our Certificate of
Incorporation to change
the name of our corporation [ ] [ ] [ ]
to Interactive Data Corporation
3. Adopt the 2001 Employee
Stock Purchase Plan
[ ] [ ] [ ]
4. Ratify the appointment of
PricewaterhouseCoopers LLP
as our independent auditors for
the fiscal year ending
December 31, 2001 [ ] [ ] [ ]
5. Approve such other business as may properly come before the meeting or any
adjournment thereof
[ ] Please check this box if you plan to attend the Annual Meeting.
Signatures ___________________________________
Signature if held jointly __________________________________
Dated: _________________, 2001
Note: Please sign above exactly as the shares are issued. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by the
president or other authorized officer. If a partnership, please sign in
partnership name by an authorized person.
34
DATA BROADCASTING CORPORATION
PROXY FOR ANNUAL MEETING
JUNE 15, 2001
The undersigned hereby appoints Steven G. Crane and Andrea H. Loew, or either of
them, attorneys and proxies with full power of substitution in each of them, in
the name and stead of the undersigned to vote as proxy all the stock of the
undersigned in Data Broadcasting Corporation, a Delaware corporation, at the
Annual Meeting of Stockholders scheduled to be held on June 15, 2001 and any
adjournments or postponements thereof.
THE SHARES REPRESENTED HEREBY SHALL BE VOTED BY PROXIES, AND EACH OF THEM, AS
SPECIFIED AND, IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. STOCKHOLDERS MAY WITHHOLD THE VOTE FOR ONE OR MORE
NOMINEE(S) FOR DIRECTOR(S) BY WRITING THE NOMINEE(S) FOR DIRECTOR(S) NAME(S) IN
THE BLANK PROVIDED ON THE REVERSE HEREOF. IF NO SPECIFICATION IS MADE, THE
SHARES REPRESENTED HEREBY WILL BE VOTED FOR THE PROPOSALS SET FORTH ON THE
REVERSE HEREOF.
(Continued and to be signed on the reverse side)