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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
SAFETY 1(ST), INC.
(Name of Registrant as Specified In Its Charter)
SAFETY 1(ST), INC.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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SAFETY 1ST, INC. LOGO
April 27, 1999
To Safety 1st Stockholders:
The Board of Directors of Safety 1st, Inc. joins me in extending a cordial
invitation to attend our 1999 Annual Meeting of Stockholders. The meeting will
be held at the Hotel Meridien, 250 Franklin Street, Boston, MA 02110 at 9:00 am,
local time, on Thursday, May 27, 1999.
In addition to voting on the matters described in the accompanying Proxy
Statement, we will review Safety 1st's business and discuss our direction for
the coming years. There will also be an opportunity to discuss matters of
interest to you as a Stockholder.
It is important that your shares be represented at the meeting whether or
not you plan to attend in person. Therefore, please sign and return the enclosed
Proxy Card in the envelope provided. If you do attend the meeting and desire to
vote in person, you may do so even though you have previously sent in a proxy.
We hope that you will be able to attend the meeting, and we look forward to
seeing you.
Sincerely,
/s/ Michael Lerner
Michael Lerner
Chairman & Chief Executive Officer
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SAFETY 1ST, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 27, 1999
------------------------
Notice is hereby given that the Annual Meeting of Stockholders of Safety
1st, Inc. (the "Company") will be held on May 27, 1999, at 9:00 a.m., Eastern
Time, at the Hotel Meridien, 250 Franklin Street, Boston, Massachusetts 02110,
to consider and act upon each of the following matters:
1. To elect five members of the Board of Directors to serve until the next
annual meeting of the Company's stockholders and thereafter until their
successors are chosen and qualified;
2. To ratify the appointment of Grant Thornton LLP as independent
accountants for the Company for the fiscal year ending January 1, 2000;
and
3. To consider and act upon any other matters that may properly come
before the meeting or any adjournment(s) thereof.
All holders of Common Stock whose names appear of record on the Company's
books at the close of business on April 7, 1999 will be entitled to receive
notice of and to vote at the meeting and any adjournments thereof.
WHETHER OR NOT YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. IF YOU LATER DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT
ANY TIME BEFORE IT IS EXERCISED.
By Order of the Board of Directors,
/s/ Joseph S. Driscoll
Joseph S. Driscoll
Corporate Clerk
Boston, Massachusetts
April 27, 1999
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SAFETY 1ST, INC.
210 BOYLSTON STREET
CHESTNUT HILL, MASSACHUSETTS 02467
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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 1999
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INTRODUCTION
The Board of Directors of Safety 1st, Inc., a Massachusetts corporation
(the "Company"), is furnishing this Proxy Statement to holders of shares of
common stock, $.01 par value, of the Company (the "Common Stock"), in connection
with the solicitation of the enclosed Proxy Card for use at the Annual Meeting
of Stockholders of the Company to be held on May 27, 1999 at 9:00 A.M. at the
Hotel Meridien, 250 Franklin Street, Boston, Massachusetts 02110 and any
adjournments thereof (the "Annual Meeting"), for the purposes set forth in the
Notice of Annual Meeting of Stockholders.
Shares of Common Stock represented by proxies in the form solicited will be
voted in the manner directed by a stockholder. If no direction is given, the
proxy will be voted FOR the election of the nominees for director named in this
Proxy Statement and the proposals set forth in Item 2. Proxies may be revoked at
any time prior to their being voted by giving written notice of revocation or by
giving a duly executed Proxy Card bearing a later date to the Clerk of the
Company. In addition, a stockholder of record may revoke a previously submitted
Proxy Card by voting in person at the Annual Meeting and requesting that the
previously submitted Proxy Card not be used.
Expenses in connection with the solicitation of proxies will be paid by the
Company. Proxies are being solicited primarily by mail, but, in addition,
officers and regular employees of the Company who will receive no extra
compensation for their services may solicit proxies by telephone, telecopy,
telegraph, or personal calls.
The Board of Directors is not aware of any matters other than those
described in this Proxy Statement that will be acted upon at the Annual Meeting.
In the event that any other matters properly come before the meeting for a vote
of stockholders, the persons named as proxies in the enclosed Proxy Card will
vote in accordance with their best judgment on such other matters.
It is anticipated that this Proxy Statement and accompanying Proxy Card
will be first mailed to stockholders on or about April 27, 1999. Certain
additional information regarding the Company contained in the Company's Annual
Report to Stockholders is being furnished to each stockholder with the mailing
of this Proxy Statement but is not part of the Proxy Statement.
VOTING RIGHTS, QUORUM AND METHOD OF TABULATION
Only stockholders of record at the close of business on April 7, 1999 will
be entitled to vote at the Annual Meeting. At the close of business on such
date, a total of 7,231,122 shares of Common Stock were outstanding. Each share
of Common Stock is entitled to one vote. Cumulative voting is not permitted.
Pursuant to the Company's By-laws, a majority of the shares of the Common
Stock outstanding and entitled to vote constitutes a quorum for the transaction
of business. Votes cast by proxy or in person at the Annual Meeting will be
counted by persons appointed by the Company to act as election inspectors for
the meeting.
The Company's By-laws require the affirmative vote of a plurality of the
votes cast at the Annual Meeting for the election of directors, and the
affirmative vote of a majority of the votes cast at the Annual Meeting for the
approval of the other proposals.
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Abstentions and broker non-votes are not treated as votes cast, and will
therefore have no effect on the outcome of the election of directors and the
approval of the other proposals, although abstentions and broker non-votes will
be counted in the determination of a quorum.
MATTERS TO BE VOTED UPON
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
NOMINEES
The number of directors to be elected to the Board of Directors has been
set at five. Curt R. Feuer resigned from the Board as of January 25, 1999. In
addition, Robert J. Drummond and Laurence S. Levy, whose terms expire at the
Annual Meeting, are not standing for re-election and will resign from the Board
as of the Annual Meeting. Each director elected at the Annual Meeting of
Stockholders shall be elected for a term of one year and thereafter until his
successor is chosen and qualified. The Board of Directors recommends that the
stockholders elect the five nominees named below as directors of the Company for
the ensuing year, and the persons named as proxies in the enclosed Proxy Card
will vote the proxies received by them for the election as directors of the
nominees named below unless otherwise indicated.
Michael Lerner
Michael S. Bernstein
Michael J. Batal, III
Mark Owens
John D. Howard
Each nominee has indicated a willingness to serve, but in case any nominee
is not a candidate at the Annual Meeting for reasons not now known to the
Company, the proxies named in the enclosed Proxy Card may vote for a substitute
nominee at their discretion. Certain information regarding the nominees is set
forth below in the MANAGEMENT Section under the heading "Business Experience of
Directors and Executive Officers."
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the stockholders vote "FOR" each of
the five nominees named above.
VOTE REQUIRED
The nominees for election as director at the Annual Meeting who receive the
five largest pluralities of votes properly cast for the election of directors
shall be elected the directors of the Company. Proxies cannot be voted for a
greater number of persons than the number of nominees named. Cumulative voting
is not permitted.
PROPOSAL NO. 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Grant Thornton LLP as independent
accountants for the Company to examine the Company's financial statements for
the current fiscal year ending January 1, 2000, and recommends that the
stockholders of the Company ratify that appointment. Grant Thornton LLP has
served as the Company's independent accountants for all fiscal years since the
fiscal year ended December 31, 1990 and has no relationship with the Company
other than that arising from its employment as independent accountants.
Representatives of Grant Thornton LLP are expected to be present at the Annual
Meeting. They will have an opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions from stockholders.
It is intended that the proxies will be voted for the ratification of the
appointment of such firm unless otherwise indicated. If the appointment is not
ratified by the stockholders, the Board of Directors is not obligated to appoint
other auditors, but the Board of Directors will give consideration to such
unfavorable vote.
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RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the stockholders vote "FOR"
ratification of the appointment of Grant Thornton LLP as independent accountants
for the Company.
VOTE REQUIRED
The affirmative vote of at least a majority of the votes cast on the matter
is required to ratify the appointment of Grant Thornton LLP as independent
accountants for the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 7, 1999, certain information
with respect to the shares of Common Stock "beneficially owned", as that term is
defined by Rule 13d-3 under the Exchange Act, by (a) each person who is known by
the Company to be the beneficial owner of 5% or more of the outstanding Common
Stock, (b) each director of the Company, (c) each of the "Named Executive
Officers" of the Company who are listed in the Summary Compensation Table below
and (d) all directors and executive officers of the Company as a group. Except
as otherwise indicated in the footnotes to the table, to the knowledge of the
Company, the beneficial owners listed have sole voting and investment power as
to all of the shares beneficially owned by them.
SHARES OF
COMMON
NAME AND ADDRESS STOCK PERCENT OF
BENEFICIAL OWNER OWNED(1) OUTSTANDING
---------------- --------- -----------
Michael Lerner(2)........................................... 3,010,667 34.0%
c/o Safety 1st, Inc.
210 Boylston Street
Chestnut Hill, MA 02167
Michael S. Bernstein(3)..................................... 744,901 8.4%
c/o Safety 1st, Inc.
210 Boylston Street
Chestnut Hill, MA 02167
Wynnfield Capital.(8)....................................... 711,050 8.0%
One Penn Plaza, Suite 4720
New York, NY 10119
BT Capital Partners, Inc.(4)................................ 638,039 7.2%
130 Liberty Street
New York, NY 10006
Bear, Stearns & Co., Inc.(5)................................ 638,039 7.2%
245 Park Avenue
New York, NY 10167
The Capital Group Companies, Inc.(6)........................ 460,000 5.2%
333 South Hope Street
Los Angeles, CA 90071
Dimensional Fund Advisors, Inc.(7).......................... 377,900 4.3%
1299 Ocean Avenue
Santa Monica, CA 90401
Richard E. Wenz............................................. 200,000 2.3%
Joseph S. Driscoll.......................................... 25,667 *
Stephen R. Orleans.......................................... 47,417 *
Robert J. Drummond.......................................... 27,500 *
Laurence S. Levy............................................ 22,500 *
Mark Owens.................................................. 418,000 4.7%
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SHARES OF
COMMON
NAME AND ADDRESS STOCK PERCENT OF
BENEFICIAL OWNER OWNED(1) OUTSTANDING
---------------- --------- -----------
Michael J. Batal, III(9).................................... 638,039 7.2%
John D. Howard(10).......................................... 638,039 7.2%
All directors and officers as a group (10 persons)(11)...... 5,772,730 65.2%
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* Represents beneficial ownership of less than 1%.
(1) Includes or represents, as the case may be, shares of Common Stock which
the following named individuals have the right to acquire from the Company
currently or within 60 days after April 7, 1999 pursuant to outstanding
stock options, as follows: Mr. Lerner -- 20,000; Mr. Wenz -- 200,000; Mr.
Driscoll -- 25,667; Mr. Orleans -- 47,417; Mr. Drummond -- 27,500; Mr.
Levy -- 22,500; Mr. Owens -- 8,000.
(2) Mr. Lerner has shared investment powers with respect to 27,043 of such
shares, which are pledged to certain parties to secure obligations of Mr.
Lerner, as described under "Certain Relationships and Related
Transactions".
(3) Mr. Bernstein has shared investment powers with respect to 6,761 of such
shares, which are pledged to certain parties to secure obligations of Mr.
Bernstein, as described under "Certain Relationships and Related
Transactions".
(4) Represents shares of Common Stock which such holder has the right to
acquire from the Company pursuant to outstanding warrants; as parent of BT
Capital Partners, Inc., Bankers Trust New York Corporation may be deemed to
be the indirect beneficial owner of such shares of Common Stock.
(5) Represents shares of Common Stock which such holder has the right to
acquire from the Company pursuant to outstanding warrants.
(6) Information is based on a Schedule 13G filing dated February 8, 1999 filed
by The Capital Group Companies, Inc. and a group of investment management
companies whose parent holding company is Capital Group Companies, Inc.
(7) Information is based on a Schedule 13G filing dated February 12, 1999,
filed by Dimensional Fund Advisors, Inc. Persons who are officers of
Dimensional Fund Advisors, Inc. also serve as officers of certain open-end
management investment companies affiliated with Dimensional Fund Advisors,
Inc., and in such capacities have sole voting power as to 377,900 of such
shares.
(8) Information is based on a Schedule 13G/A filing dated February 3, 1999,
filed by Wynnfield Partners Small Cap Value, L.P.
(9) Mr. Batal is a Managing Director of BT Capital Partners, Inc. and, as a
result, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned by BT Capital Partners, Inc. set forth in footnote
(4). Mr. Batal disclaims beneficial ownership of such shares.
(10) Mr. Howard is a Senior Managing Director of Bear, Stearns & Co., Inc. and,
as a result, may be deemed to be beneficial owner the shares of Common
Stock beneficially owned by Bear, Stearns & Co., Inc. set forth in footnote
(5). Mr. Howard disclaims beneficial ownership of such shares.
(11) Includes shares of Common Stock which all executive officers and directors,
as a group, have a right to acquire from the Company within 60 days after
April 7,1999 pursuant to outstanding stock options, namely: (i) those
shares referred to in footnote (1). Also includes shares of Common Stock
which may be deemed beneficially owned by Messrs. Batal and Howard as set
forth in footnotes (9) and (10).
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MANAGEMENT
NAME POSITION AGE
---- -------- ---
Michael Lerner.................................. Chairman of the Board of Directors and Chief
Executive Officer 45
Richard E. Wenz................................. President and Chief Operating Officer 49
Michael S. Bernstein............................ Executive Vice President and Director 56
Stephen R. Orleans.............................. President of Safety 1st Home Products Canada,
Inc. 40
Joseph S. Driscoll.............................. Chief Financial Officer and Treasurer 34
Mark Owens...................................... Director 49
Michael J. Batal, III........................... Director 38
John D. Howard.................................. Director 47
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
Michael Lerner, a co-founder of the Company, has served as Chief Executive
Officer and Chairman of the Board of Directors of the Company since its
organization in 1984 and as its President until 1997. From 1976 to 1984, Mr.
Lerner served as Executive Vice President of Career Management Services, Inc.,
an executive placement service.
Richard E. Wenz became the Company's President and Chief Operating Officer
in February 1997. During 1995 and 1996, Mr. Wenz was a Partner with the Lucas
Group, a strategy consulting firm in Boston, Mass. From 1992 to 1994, Mr. Wenz
served as President and Chief Executive Officer of Professional Golf
Corporation.
Michael S. Bernstein has served as Executive Vice President of the Company
since November 1992 and as a Director since March 1996. Mr. Bernstein joined the
Company in 1986 as Vice President of Marketing. From 1984 to 1986, Mr. Bernstein
served as Executive Vice President of Monterey Labs, an infant feeding
manufacturer. From 1975 to 1984, he served in various capacities, including Vice
President, with Sanitoy, Inc., a baby products manufacturer.
Stephen R. Orleans, President of Safety 1st Home Products Canada Inc. (the
Company's wholly owned subsidiary located in Montreal, Canada), founded Orleans
Juvenile Products Inc. in 1989 and as its President developed it into one of the
leading distributors of juvenile products in Canada. Orleans Juvenile Products
Inc. was acquired by the Company effective February 1996.
Joseph S. Driscoll joined the Company in April 1997 as Controller, and was
named the Company's Chief Financial Officer in September 1998. From 1993 to
1997, Mr. Driscoll served in various capacities, including Assistant Corporate
Controller, for Staples, Inc., a retailer of office supplies and equipment.
Mark Owens, a Director of the Company since May 1997, is President of Haja
Capital Corporation, a private investment firm which he founded in 1997. From
1972 to 1997 Mr. Owens was President of Medo Industries, Inc., a manufacturer of
consumer goods. Mr. Owens had also been serving as Vice President of Quaker
State Oil Corporation from October 1996, when it acquired Medo Industries, Inc.,
until October 1997.
Michael J. Batal, III, a Director of the Company since July 1998, is a
Managing Director and Partner of BT Catpital Partners and has been an investment
banker with Bankers Trust Corporation since 1987. Mr. Batal is also a Director
of Bulova Technologies L.L.C. and Jet Plastica Industries, Inc.
John D. Howard, a Director of the Company since July 1997, has been a
Senior Managing Director in the Merchant Banking Division of Bear, Stearns &
Co., Inc., an investment banking firm, since March 1997. Prior to joining Bear,
Stearns & Co., Inc., Mr. Howard served as the Chief Executive Officer of Gryphon
Capital Partners, a private investment firm, from June 1996 to March 1997 and as
Co-Chief Executive Officer of Vestar Capital Partners, Inc., a private
investment firm, from 1990 to 1996. Mr. Howard is a director of Dyersburg Corp.
and Celestial Seasonings, Inc.
On July 30, 1997 in connection with purchase by BT Capital Partners, Inc.
("BT Capital") and Bear, Stearns & Co., Inc. ("Bear Stearns") of shares of the
Company's preferred stock and of warrants to purchase
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the Company's Common Stock, Bear Stearns and BT Capital entered into a Voting
Agreement with the Company, Michael Lerner and Michael Bernstein pursuant to
which each party to the Agreement (with the exception of the Company) agreed to
vote all of their respective holdings of Common Stock to elect one person
designated by Bear Stearns (subject to the satisfaction of a minimum percentage
holding of Common Stock equivalents by Bear Stearns) and one person designated
by BT Capital (subject to the satisfaction of a minimum percentage holding of
Common Stock equivalents by BT Capital) to the Company's Board of Directors. In
addition, under the terms of the Voting Agreement, the Company agreed to use its
best efforts to cause the persons designated by BT Capital and Bear Stearns to
be nominated to the Company's Board of Directors. Messrs. Michael Batal and John
Howard are the persons designated by BT Capital and Bear Stearns, respectively.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held a total of 18 meetings during 1998 (including 9
which were conducted by written consent). All incumbent directors attended at
least 75 percent of those meetings, and of the committees of which they were
members, that were held while they were serving on the board or such committee.
The Audit Committee of the Board of Directors, which consisted of Jim Rita
of Grant Thornton, LLP and Messrs. Drummond, Levy and Howard had one meeting
during 1998. The Audit Committee recommends engagement of the Company's
independent accountants and is primarily responsible for reviewing their
performance and their fees and for reviewing and evaluating with the independent
auditors and management the Company's accounting policies and its system of
internal accounting controls.
The Compensation Committee of the Board of Directors, which consisted of
Messrs. Feuer (who resigned from the Board in January 1999) Drummond, Levy and
Batal, met once during 1998. The Compensation Committee recommends to the Board
of Directors the compensation of executive officers of the Company.
The Stock Option Committee met 2 times during 1998 (in each case by written
consent). The members of the Stock Option Committee are Messrs. Lerner and
Bernstein. The Stock Option Committee has in the past administered and made
awards under the Company's 1993 Incentive and Non-Qualified Stock Option Plan
and the 1993-A Employee and Director Stock Option Plan. It is expected that the
Stock Option Committee will continue to administer and make awards to persons
(except those who are executive officers, directors or 10% shareholders) under
the Company's 1996 Employee and Director Stock Option Plan and the Company's
1996 Nonqualified Stock Option Plan.
The Company has no nominating committee.
TERMS OF OFFICE OF DIRECTORS AND OFFICERS
All directors hold office until the next annual meeting of stockholders and
the election and qualification of their successors. Officers of the Company hold
office until the first meeting of directors following the next annual meeting of
stockholders, and in the case of the President, Treasurer and Clerk, until their
successors are chosen and qualified.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, the Company's directors, its
executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their ownership of the Company's
Common Stock and any changes in that ownership to the Securities and Exchange
Commission (the "SEC"). Such persons are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Specific due dates
for these reports have been established, and the Company is required to report
in this Proxy Statement any failure to file by these dates during or with
respect to 1998.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that all of these filing requirements were satisfied by its directors,
executive officers and ten percent holders with respect to transactions during
its 1998 fiscal year.
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EXECUTIVE COMPENSATION;
BOARD OF DIRECTORS COMPENSATION; CERTAIN ARRANGEMENTS
EXECUTIVE COMPENSATION
The following table sets forth the compensation earned for services
rendered to the Company and its subsidiaries for each of the last three fiscal
years by: the Company's Chief Executive Officer; the four executive officers
whose salary and bonus earned during the 1998 fiscal year were in excess of
$100,000 and who were serving as executive officers at the end of the 1998
fiscal year. The individuals included in the table are collectively referred to
as the "Named Executive Officers".
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
AWARDS
--------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
-------------------- OPTIONS/ COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) SAR(S)(#) SATION($)
--------------------------- ---- --------- -------- ---------- ---------
Michael Lerner................................ 1998 330,288 0 0 --
Chairman and Chief Executive Officer 1997 230,769 0 0 --
1996 300,000 0 20,000 --
Richard E. Wenz(1)............................ 1998 320,481 45,000 75,000 --
President and Chief Operating Officer 1997 252,692 60,000 250,000 --
1996 N/A N/A N/A N/A
Michael S. Bernstein.......................... 1998 195,663 0 0 --
Executive Vice President 1997 134,616 0 0 --
1996 175,000 0 0 --
Joseph Driscoll(2)............................ 1998 139,489 12,500 50,000 --
Chief Financial Officer and Treasurer 1997 90,465 20,000 12,000 --
1996 N/A N/A N/A N/A
Stephen R. Orleans(3)......................... 1998 124,112 5,000 5,000 --
President Safety 1st 1997 109,711 7,500 25,000 --
Home Products Canada, Inc. 1996 95,456 0 (4) 20,000 --
- ---------------
(1) Mr. Wenz became employed by the Company in 1997.
(2) Mr. Driscoll became employed by the Company in 1997 and became an executive
officer of the Company in 1998.
(3) Mr. Orleans became an executive officer of the Company in 1996. Amounts
exclude consideration received in connection with the Company's acquisition
of Orleans Juvenile Products Inc. See "Certain Relationships and Related
Transactions".
(4) In lieu of a guaranteed minimum bonus of approximately $25,000 due Mr.
Orleans under his employment agreement in respect of 1996, Mr. Orleans
agreed to accept options to acquire 25,000 shares of Common Stock, which
were awarded to him on April 1, 1997 at an exercise price of $6.00 per share
(the fair market value of the Common Stock on the date of grant).
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The following table sets forth information with respect to the stock option
grants made during the last completed fiscal year to each of the named executive
officers.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS(1) POTENTIAL REALIZED
-------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES PERCENT OF TOTAL STOCK APPRECIATION
UNDERLYING OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------------
NAME GRANTED(#) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ---------- ------------------ --------- ---------- -------- --------
Michael Lerner.......... 0 -- -- -- -- --
Richard E. Wenz......... 75,000 20.7% 7.25 05/27/2008 $341,961 $866,597
Michael S. Bernstein.... 0 -- -- -- -- --
Joseph S. Driscoll...... 50,000 13.8% 4.75 10/15/2008 $149,362 $378,514
Stephen R. Orleans...... 5,000 1.4% 8.63 04/01/2008 $ 27,137 $ 68,770
- ---------------
(1) When granted, each option had a term of ten years and vests as follows:
33.3% of the options vest 6 months after the grant date, an additional 33.3%
vest 18 months after the grant date, and the final 33.3% vest 30 months
after the grant date. The exercise price for each option is the fair market
value of the Common Stock on the date of grant. The option exercise period
may be reduced in the event of death, disability or other termination of
service to the Company, and such period may also be reduced, and the time at
which options become exercisable may be accelerated, upon changes in control
or other fundamental corporate changes.
(2) There is no assurance provided to any executive officer or any other holder
of the Common Stock that the actual stock price appreciation over any term
will be the assumed 5% or 10% rates of compounded stock price appreciation
or at any other defined level. Unless the market price of the Common Stock
appreciates over the exercise price during the option term, no value will be
realized from the option grants made to the executive officers.
The following table sets forth each exercise of stock options during the
last completed fiscal year by each of the Named Executive Officers, the number
of unexercised options at year-end and the fiscal year-end value of unexercised
options:
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END VALUES
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ON VALUE OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END($)(1)
EXERCISE REALIZED ---------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
Michael Lerner.............. 0 0 20,000 0 $ 0 $ 0
Richard E. Wenz............. 0 0 225,000 100,000 $ 0 $ 0
Michael S. Bernstein........ 0 0 0 0 $ 0 $ 0
Joseph S. Driscoll.......... 0 0 25,667 36,333 $ 0 $ 0
Stephen R. Orleans.......... 0 0 47,417 3,333 $ 0 $ 0
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(1) Based upon the market price of $3.50 per share, which was the closing
selling price per share of the Common Stock on the Nasdaq Stock Market on
the last day of the 1998 fiscal year, less the option exercise price payable
per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Laurence S. Levy, Michael J. Batal, III, and Robert J. Drummond
served as members of the Company's Compensation Committee during 1998, and Mr.
Curt R. Feuer served as a member of the Company's Compensation Committee in 1998
until his resignation from the positions of Clerk and Director of the Company on
January 25, 1999. Mr Feuer is a member of the law firm of Kassler & Feuer, P.C.
in Boston,
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Massachusetts, which was corporate counsel to the Company until January 25,
1999. Kassler & Feuer, P.C. was paid approximately $484,000 during 1998 in fees
for services rendered to the Company. Mr. Batal is a Managing Director with BT
Capital, with which the Company has entered into certain transactions described
under the heading "Certain Relationships and Related Transactions" for which BT
Capital received a closing fee of $150,000 in 1997 and an additional fee in the
amount of $225,000 payable (under certain conditions) over four years. In
addition, BT Commercial Corporation, an affiliate of BT Capital, has and will be
receiving fees, as the Company's lender, and as agent for a group of lenders
providing the Company's credit facility, as discussed under the heading "Certain
Relationships and Related Transactions".
EMPLOYMENT AGREEMENTS AND ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
In April 1993, the Company entered into five-year employment agreements
with each of Michael Lerner and Michael S. Bernstein, pursuant to which Messrs.
Lerner and Bernstein are employed as Chief Executive Officer and Executive Vice
President, respectively, and have agreed to devote their full time and efforts
to the Company. Under the agreements, the Company agreed to pay Messrs. Lerner
and Bernstein base salaries of $275,000 and $135,000, respectively, subject to
increase in future years at the discretion of the Board of Directors. The
employment agreements further provide for bonuses to Messrs. Lerner and
Bernstein in each year of such amounts as may be determined at the discretion of
the Board of Directors, but not to exceed the amount of the respective
employee's base salary for such year. Each agreement also prohibits the employee
from competing with the Company for a period of three years after termination of
employment. The agreements expired in April 1998.
On February 19, 1997, the Company entered into a three year employment
agreement with Mr. Richard E. Wenz, pursuant to which Mr. Wenz became employed
as the Company's President and Chief Operating Officer and has agreed to devote
his full time and efforts to the Company. Under the agreement, Mr. Wenz is
entitled to receive an annual base salary of $300,000, subject to annual
increases at the discretion of the Company's Board of Directors or Compensation
Committee. Mr. Wenz is also entitled to receive incentive compensation, based on
performance of Mr. Wenz and the Company, not to exceed 35% of base salary and,
in the case of the first year of employment, not to be less than 20% of base
salary. The employment agreement also provided for the grant of the 250,000
options in 1997. The agreement further provides that the Company may terminate
the agreement without cause upon either one year's prior written notice or a
payment of base salary for one year from the date of termination. The agreement
prohibits Mr. Wenz from competing with the Company for a period of two years
after termination of employment for any reason.
On February 1, 1996, the Company's subsidiary, Safety 1st Home Products
Canada Inc. ("Safety 1st Canada"), entered into a five-year employment agreement
with Mr. Stephen R. Orleans, pursuant to which Mr. Orleans is employed as the
Chief Executive Officer of Safety 1st Canada, and has agreed to devote his full
time and efforts to Safety 1st Canada. Under the agreement, Safety 1st Canada
has agreed to pay Mr. Orleans a base salary of Canadian $135,000, subject to
increase in future years at the discretion of Safety 1st Canada's Board of
Directors. The employment agreement further provides for bonuses to Mr. Orleans
in each year in such amounts as may be determined at the discretion of Safety
1st Canada's Board of Directors (with a guaranteed minimum bonus of Canadian
$35,000 in 1996), but not to exceed the amount of his base salary for such year.
The agreement further provides for Mr. Orleans to receive a severance payment
upon termination of his employment without cause, as follows: (i) if terminated
during the first year of the agreement, continued payment of 100% of his base
salary for the remainder of the first year, and 50% of his base salary for the
remaining term of the agreement; or (ii) if terminated on or after February 1,
1997, continued payment of 50% of his base salary for the remaining term of the
agreement.
BOARD OF DIRECTORS COMPENSATION
Directors who are not full-time employees of the Company receive a fee of
$500 for each Board meeting attended and $250 for each Committee meeting not
held on the same day as a Board meeting. Directors are entitled to receive
reimbursement for traveling costs and other out-of-pocket expenses incurred in
attending Board and Committee meetings. No options were granted to non-employee
directors during the 1998 fiscal year.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Michael J. Batal, III, a director of the Company, is a Managing Director
with BT Capital, and John D. Howard, a director of the Company, is a Senior
Managing Director of Bear Stearns. BT Capital and Bear Stearns are each
beneficial owners of more than 5% of the Company's Common Stock and have engaged
in the following transactions with the Company. On July 30, 1997, the Company
entered into a $55 million refinancing of its then existing credit facility. The
refinancing consisted of a $15 million equity investment by BT Capital and Bear
Stearns and a $40 million credit facility (which has since been increased to a
$47.5 million credit facility) provided in part by an affiliate of BT Capital.
The equity investment consisted of a $15 million private placement of
15,000 shares of the Company's redeemable preferred stock, $1.00 par value per
share (the "Preferred Shares") and warrants to purchase 1,268,346 shares of the
Company's Common Stock (the "Warrants"). The investment was made 50% by BT
Capital and 50% by Bear Stearns. At the closing, the Company paid BT Capital and
Bear Stearns each a closing fee of $150,000 and agreed to pay additional fees in
the amount of $225,000 to each (under certain conditions) over four years.
Dividends on the Preferred Shares are payable, at the option of the Company,
either in cash at the annual rate of 10%, compounded quarterly, or in the form
of an increase in the liquidation value of the Preferred Shares at an annual
rate of 13.25%, compounded quarterly. The Preferred Shares have a liquidation
preference of $1,000 per share, plus all accrued but unpaid dividends. The
holders of the Preferred Shares have no voting rights except as required by law.
The Warrants are exercisable through July 30, 2007 at an exercise price of $.01
per share of Common Stock to be acquired, and contain provisions which adjust
the number of shares of Common Stock underlying the Warrants to protect BT
Capital and Bear Stearns from dilution arising from certain events as defined in
the Warrants. BT Capital and Bear Stearns have each been granted one demand
registration right for the Common Stock underlying the Warrants (subject to
customary timing limitations) as well as piggyback registration rights. Pursuant
to the equity investment, BT Capital and Bear Stearns is each entitled to
designate one person to be nominated to the Company's Board of Directors so long
as each such investor owns Common Stock (or Warrants to purchase Common Stock)
which, in the aggregate, represents 5% or more of the Common Stock Equivalents
(as defined) outstanding at July 30, 1997; and as long as either BT Capital or
Bear Stearns has a right to designate one person to the Board of Directors, the
Board of Directors shall not exceed 10 members. Pursuant to a Voting Agreement,
Mr. Michael Lerner, Chief Executive Officer and a director of the Company, and
Mr. Michael Bernstein, Executive Vice President and a director of the Company,
have agreed to vote in favor of the persons designated by BT Capital or Bear
Stearns to the extent such investor is entitled to designate a person to the
Board of Directors.
An affiliate of BT Capital, BT Commercial Corporation ("BTCC"), acted as
lender and as agent for a group of lenders which provided the credit facility.
BTCC's participation in the credit facility is approximately 20%. The annual
rate of interest for the revolving credit portion of the facility ($35 million
maximum) is, at the Company's option, either prime plus 1.75% or LIBOR plus
2.75%. The annual rate of interest for the term loan portion of the facility
($12.5 million maximum) is, at the Company's option, either prime plus 2.00% or
LIBOR plus 3.00%. The credit facility is secured primarily by all corporate
assets of the Company and contains certain financial covenants. The credit
agreement requires the Company to pay certain fees to BTCC, as agent, including
a monthly unused line fee equal to 0.50% per annum of the average unused
commitment during the preceding month and letter of credit fees in an amount
equal to 2.50% per annum of the daily average amount of standby letter of credit
obligations outstanding during the previous month and 1.375% per annum of the
daily average amount of documentary letter of credit obligations outstanding
during the previous month. The Company and BTCC have also entered into a
separate letter agreement pursuant to which the Company paid to BTCC a fee of
$1,000,000 and is required to pay BTCC an annual agent's fee of $75,000 and
letter of credit facing fees equal to 0.25% per annum on the undrawn amount of
each letter of credit. Bankers Trust Company, an affiliate of BT Capital and
BTCC, provides services under the credit facility as issuer of letters of credit
for the Company, and receives customary fees for such services.
The transactions with BT Capital (and its affiliates) and Bear Stearns
described above were entered into in arms-length negotiations at a time when
neither party had a representative on the Company's Board of Directors.
Mr. Lerner and Mr. Bernstein have agreed to pay in the aggregate $300,000
to former lenders of the Company as part of the consideration for such former
lenders' agreement to sell at discount their loans with
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the Company to a successor lender. The obligations of Messrs. Lerner and
Bernstein to the Company's former lenders are payable over five years and are
secured by a pledge of 27,043 shares and 6,761 shares, respectively, of their
stock in the Company.
Stephen R. Orleans, President of the Company's wholly owned subsidiary
Safety 1st Home Products Canada, Inc., was sole stockholder of Orleans Juvenile
Products Inc. when it was acquired by the Company effective February 1, 1996.
Mr. Orleans received an aggregate consideration of $2,750,000 for the sale of
his business, of which amount, $1,100,000 was paid in cash at the closing, and
the balance of $1,650,000 was paid by promissory notes as follows: $825,000 was
paid on March 15, 1997; and the balance was paid in March and April 1998. Prior
to the acquisition, Orleans Juvenile Products Inc. was the Company's exclusive
distributor in Canada.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has the responsibility for recommending to the
Board of Directors the compensation of the executive officers of the Company.
The Compensation Committee believes that the compensation provided to executive
officers of the Company must be competitive for the Company to attract and
retain highly qualified and experienced employees. Compensation of the Company's
executive officers has historically consisted of three components: based salary,
annual bonuses and stock option grants. Generally, the Committee believes that
the Company's salaries and annual bonuses for executive officers should be
positioned within the range of compensation levels for comparable positions and
responsibilities in the market, taking into account the Company's performance,
including the level of Company revenues and earnings, rate of shareholder return
and return on equity, and that the individual salaries and bonuses may be higher
or lower based on the qualifications and experience of the individual. Base
salary levels have been developed in order to attract and retain executives
based on their level of responsibility within the Company. Annual bonuses link
executive pay with performance in areas that are directly related to the
Company's short-term operating success.
Stock option grants are intended to create incentives for retaining
qualified and competent employees and maximizing long-term stockholder values.
The Company's stock option plans are long-term incentive plans for executive
officers, pursuant to which options are awarded to the executive officers by the
entire Board of Directors. Stock option grants are intended to provide long-term
incentives for the achievement of the Company's strategic business plan and to
align the executive officers' interests with those of the Company's
stockholders. Under the stock option plans, the stock options may be awarded to
executives for terms not to exceed ten years at an exercise price which is no
less than the fair market value of Company Common Stock on the date of grant.
The size of any stock option grant is related principally to the Company's
performance and to the individual's performance and level of responsibility
within the organization.
The compensation of the Company's Chairman of the Board of Directors and
Chief Executive Officer, Mr. Lerner, was established pursuant to a five year
employment agreement which expired in April 1998. See "Employment Agreements and
Arrangements with Named Executive Officers." Mr. Lerner's employment agreement
provided that his base salary, specified at $275,000, is subject to increase
each year at the discretion of the Board of Directors and that annual bonuses
maybe paid at the discretion of the Board of Directors, but limited to the
amounts of Mr. Lerner's base salary for such year. Based upon the Committee's
review of the criteria described above, the Committee recommended an increase in
Mr. Lerner's salary to $325,000 in 1998 from $300,000 in 1997. Mr. Lerner
received no bonus in 1998. In addition, the Compensation Committee recommended
an increase in the salary of Mr. Wenz to $315,000 in 1998 from $300,000 in 1997
and an increase in the salary of Mr. Bernstein to $192,500 in 1998 from $175,000
in 1997.
The Compensation Committee will continue to examine and evaluate the
performance of the Company's executive officers, through discussions with senior
management and otherwise, and will make recommendations to the Board of
Directors with respect to base salary, annual bonuses and any other elements of
compensation in light of an overriding Company philosophy linking pay and
performance.
COMPENSATION COMMITTEE
Robert J. Drummond
Lawrence S. Levy
Michael J. Batal, III
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PERFORMANCE GRAPH
Set forth below is a graph comparing cumulative total stockholder returns
of the Company; the CRSP Total Return Index for The Nasdaq Stock Market (US),
comprising all domestic common shares traded on the Nasdaq National Market and
the Nasdaq Small Cap Market; and a self-determined peer group of 9 companies.
The graph assumes $100 invested in the Company on December 31, 1993 and in each
of the indices and assumes that any dividends were reinvested.
NASDAQ STOCK MARKET (US SELF-DETERMINED PEER
SAFETY 1ST, INC. COMPANIES) GROUP
---------------- ----------------------- --------------------
12/1993 100.00 100.00 100.00
12/1994 90.00 97.80 95.90
12/1995 45.40 138.30 112.10
12/1996 31.50 170.00 127.60
12/1997 19.20 209.70 167.50
12/1998 10.80 293.50 149.00
COMPANIES IN THE SELF-DETERMINED PEER GROUP
FIRST YEARS INC.
HASBRO INC.
MATTEL INC.
RUBBERMAID INC.
PLAYCORE INC.
GYMBOREE CORP.
HUFFY CORP.
NEWELL COMPANY
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/93.
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FINANCIAL STATEMENTS
The Company's audited financial statements for the fiscal year ended
January 2, 1999 and certain other related financial and business information of
the Company are contained in the Annual Report to Stockholders mailed with this
Proxy Statement.
PROPOSALS FOR THE NEXT ANNUAL MEETING
Proposals of Stockholders intended to be presented at the Company's 2000
Annual Meeting of Stockholders must be received by the Company at its principal
executive offices (210 Boylston Street, Chestnut Hill, Massachusetts 02467,
Attn: Corporate Clerk) not later than December 28, 1999, and must comply with
the rules of the SEC governing the form and content of proposals, in order to be
considered for inclusion in the Company's proxy statement and form of proxy. A
stockholder who wishes to present a proposal at the Company's 2000 Annual
Meeting of Stockholders, other than a proposal to be considered for inclusion in
the Company's proxy statement described above, must be received by the Company
at its principal executive offices (210 Boylston Street, Chestnut Hill,
Massachusetts 02467, Attn: Corporate Clerk) not later than December 29, 1999.
The proposal must also comply with other requirements contained in the Company's
By-laws, including supporting documentation and other information. Proxies
solicited by the Board of Directors will confer discretionary voting authority
with respect to the proposals, subject to SEC rules governing the exercise of
this authority.
Your cooperation in giving this matter your immediate attention and in
returning your Proxy Card promptly will be appreciated.
/s/ Joseph S. Driscoll
Joseph S. Driscoll
Corporate Clerk
April 27, 1999
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SATYN-PS-99
18
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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SAFETY 1ST, INC.
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Mark box at right if you will attend the Annual Meeting. [ ]
Mark box at right if an address change or comment has been [ ]
noted on the reverse side of this card.
CONTROL NUMBER:
RECORD DATE SHARES:
-----------------------
Please be sure to sign and date this Proxy. Date
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- ----Stockholder sign here-------------------------------Co-owner sign here-----
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH PROPOSAL.
1. Election of Directors. For All With- For All
Nominees held Except
Michael Lerner John D. Howard [ ] [ ] [ ]
Michael S. Bernstein Michael J. Batal, III
Mark Owens
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE,
MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE(S)
NAME(S). YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
For Against Abstain
2. To approve the appointment of Grant Thornton [ ] [ ] [ ]
LLP as independent accountants for the current
fiscal year.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments
thereof. Receipt is hereby acknowledged of the Notice of Annual Meeting
of Stockholders and the Proxy Statement and Annual Statement and Annual
Report furnished herewith.
DETACH CARD DETACH CARD
SAFETY 1ST, INC.
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, May
27, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Safety 1st, Inc.
19
SAFETY 1ST, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Safety 1st, Inc., a Massachusetts corporation
(the "Company") hereby constitutes and appoints Michael Lerner and Joseph S.
Driscoll, and each of them, his/her Attorneys and Proxies (with full power of
substitution in each), and hereby authorizes them to represent the undersigned
and to vote, as designated on the reverse, all the shares of Common Stock of the
Company held of record by the undersigned on April 7, 1999 at the Annual Meeting
of Stockholders of the Company to be held on Thursday, May 27, 1999, and at any
adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED HOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF THE DIRECTORS AS SET FORTH IN THE PROXY STATEMENT AND FOR
PROPOSAL 2.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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