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 (Amendment No. )
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
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|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
BOSTON COMMUNICATIONS GROUP, INC.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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|_| Check box if any part of the fee is offset as provided by Exchange Act
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the Form or Schedule and the date of its filing.
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Notice of Annual Meeting of Shareholders
to be Held On Thursday, May 25, 2000
The Annual Meeting of Shareholders of Boston Communications Group, Inc.
(the "Company") will be held on Thursday, May 25, 2000, at the Company, 100
Sylvan Road, Woburn, Massachusetts at 9:00 a.m., local time, to consider and act
upon the following matters:
1. To elect Gerald Segel, Mark Kington and Rajendra Singh as Class I
Directors, to serve for a three-year term.
2. To ratify the selection of Ernst & Young LLP by the Board of Directors
as the Company's independent auditors for the current fiscal year.
3. To ratify and approve the adoption of the Company's 2000 Stock Option
Plan.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has no knowledge of any other business to be
transacted at the meeting.
Shareholders of record at the close of business on April 18, 2000 will be
entitled to notice of and to vote at the meeting or any adjournment thereof. The
stock transfer books of the Company will remain open.
By Order of the Board of Directors,
Alan J. Bouffard,
Clerk
Woburn, Massachusetts
April 21, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY
IS MAILED IN THE UNITED STATES.
Boston Communications Group, Inc.
100 Sylvan Road
Woburn, Massachusetts 01801
Proxy Statement for the Annual Meeting of Shareholders
to be Held on May 25, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Boston Communications Group, Inc. (the
"Company") for use at the Annual Meeting of Shareholders to be held on May 25,
2000 and at any adjournments of that meeting (the "Annual Meeting"). All proxies
will be voted in accordance with the shareholders' instructions, and if no
choice is specified, the proxies will be voted in favor of the matters set forth
in the accompanying Notice of Meeting. Any proxy may be revoked by a shareholder
at any time before its exercise by delivery of written revocation or a
subsequently dated proxy to the Clerk of the Company or by voting in person at
the Annual Meeting. Attendance at the Annual Meeting will not be deemed to
revoke a proxy unless the stockholder gives affirmative notice at the Annual
Meeting that the stockholder intends to revoke the proxy and vote in person.
The Company's Annual Report to Shareholders for 1999 is being mailed to
shareholders concurrently with this Proxy Statement on or about April 21, 2000.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, as filed with the Securities and Exchange Commission,
except for exhibits, will be furnished, without charge to any shareholder upon
written request to the Company, Boston Communications Group, Inc., 100 Sylvan
Road, Woburn, Massachusetts 01801.
Voting Securities and Votes Required
At the close of business on April 18, 2000, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting, there were outstanding and entitled to vote an aggregate of 16,687,159
shares of common stock, $.01 par value per share, of the Company (the "Common
Stock"), constituting all of the voting stock of the Company. Holders of Common
Stock are entitled to one vote per share.
The presence or representation by proxy of the holders of a majority of
the number of shares of Common Stock issued, outstanding and entitled to vote at
the Annual Meeting constitutes a quorum for the transaction of business at the
Annual Meeting. Shares of Common Stock represented in person or by proxy
(including shares which abstain or do not vote with respect to one or more of
the matters presented for shareholder approval) will be counted for purposes of
determining whether a quorum is present.
The affirmative vote of the holders of a plurality of the shares of Common
Stock present or represented and voting at the Annual Meeting is required for
the election of directors and the affirmative vote of the holders of a majority
of the shares of Common Stock present or represented and voting at the Annual
Meeting is required for the ratification of the selection of Ernst & Young LLP
as the Company's independent auditors for the current fiscal year and the
approval of the 2000 Stock Option Plan.
Shares that abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter and will also not
be counted as votes cast or shares voting on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on matters,
such as the ones presented for shareholder approval at this Annual Meeting, that
require the affirmative vote of a certain percentage of the shares voting on the
matter.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of February 28,
2000, with respect to the beneficial ownership of the Company's Common Stock by
(i) each person known by the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) each director and each person nominated
to become a director of the Company, (iii) each executive officer of the Company
named in the Summary Compensation Table set forth under the caption "Executive
Compensation" below and (iv) all current directors and executive officers of the
Company as a group:
Percentage of
Number of Shares Common Stock
Beneficial Owner Beneficially Owned(1) Outstanding(2)
---------------- --------------------- --------------
Capital Group International (3) 1,900,000 11.4%
Lord Abbett & Co. (4) 1,848,556 11.1%
Kern Capital Management (5) 1,254,900 7.5%
Dimensional Fund Advisors (6) 880,300 5.3%
Paul J. Tobin (7) 672,331 4.0%
E.Y. Snowden (8) 260,000 1.5%
Frederick von Mering (9) 513,464 3.1%
Brian E. Boyle (10) 325,750 2.0%
Karen Walker (11) 42,076 *
Kevin Thigpen (12) 23,298 *
Jerry Confer (13) 6,000 *
Robert Sullivan 368,035 2.2%
Craig L. Burr (14) 166,514 1%
Mark J. Kington (15) 458,500 2.8%
Jerrold D. Adams (16) 56,000 *
Paul R. Gudonis (17) 17,000 *
Gerald Segel (18) 27,500 *
All current directors and executive officers
as a group (12 persons) (19) 2,913,170 17.5%
- ----------
* Less than 1%
(1) Each person has sole investment and voting power with respect to the
shares indicated, except as otherwise noted. The number of shares of
Common Stock beneficially owned is determined under the rules of the
Securities and Exchange Commission and is not necessarily indicative of
beneficial ownership for any other purpose. The inclusion herein of any
shares of Common Stock deemed beneficially owned does not constitute an
admission of beneficial ownership of such shares. Any reference in the
footnotes below to stock options held by the person in question relates to
stock options which are currently exercisable or exercisable within 60
days after February 28, 2000.
(2) The number of shares deemed outstanding with respect to a named person
includes 16,622,154 shares outstanding as of February 28, 2000 plus any
shares subject to options held by the person in question that are
currently exercisable or exercisable within 60 days after February 28,
2000.
(3) Based solely upon a Schedule 13G filed on February 8, 2000.
(4) Based solely upon a Schedule 13G filed on January 25, 2000.
(5) Based solely upon a Schedule 13G filed on February 8, 2000.
(6) Based solely upon a Schedule 13G filed on February 4, 2000.
2
(7) Includes 323,331 shares held by the Paul J. Tobin 1988 Trust, 337,000
shares held by the Margaret M. Tobin 1988 Trust, and 12,000 shares held by
The Tobin Children's Trust. Mr. Tobin is the trustee of the Paul J. Tobin
1988 Trust. Margaret M. Tobin, the spouse of Paul J. Tobin, is trustee of
the Margaret M. Tobin 1988 Trust.
(8) Includes 240,000 shares issuable pursuant to stock options. Of these,
108,000 are held in trust for the benefit of Mr. Snowden's children.
(9) Includes 75,000 shares held by Mr. von Mering's wife, 9,000 shares held in
accounts for the benefit of Mr. von Mering's children, and 130,654 shares
issuable pursuant to stock options.
(10) Includes 250,750 shares owned by Sand Drift, Ltd. of which Mr. Boyle is a
limited partner. Mr. Boyle disclaims beneficial ownership of these shares,
except to the extent of his direct pecuniary interest therein. Also
includes 75,000 shares issuable pursuant to stock options.
(11) Includes 15,000 shares issuable pursuant to stock options.
(12) Includes 22,000 shares issuable pursuant to stock options. Mr. Thigpen was
an executive officer of the Company in 1999 but is not currently.
(13) Includes 6,000 shares issuable pursuant to stock options.
(14) Includes 55,549 shares owned by Craig L. Burr 1981 Children's Trust, a
trust for the benefit of Mr. Burr's children, of which Mr. Burr is not a
trustee; 55,549 shares owned by William P. Egan 1981 Children's Trust, a
trust of which Mr. Burr is a trustee; and 877 shares owned by Golden Coins
N.V. Mr. Burr is a Managing General Partner of Burr, Egan, Deleage & Co.,
which is an advisor to Golden Coins N.V. Mr. Burr disclaims beneficial
ownership of such shares, except to the extent of his direct pecuniary
interest therein. Also includes 9,000 shares issuable pursuant to stock
options.
(15) Includes 6,000 shares issuable pursuant to stock options.
(16) Includes 50,000 shares issuable pursuant to stock options.
(17) Includes 15,000 shares issuable pursuant to stock options.
(18) Includes 15,000 shares issuable pursuant to stock options.
(19) Includes an aggregate of 561,654 shares issuable pursuant to options.
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes, with
members of each class holding office for staggered three-year terms. The Board
currently consists of three Class I Directors, whose terms expire at the 2000
Annual Meeting of Shareholders, three Class II Directors, whose terms expire at
the 2001 Annual Meeting of Shareholders, and three Class III Directors whose
terms expire at the 2002 Annual Meeting of Shareholders (in all cases subject to
the election of their successors and to their earlier death, resignation or
removal).
3
The persons named in the enclosed proxy will vote to elect Gerald Segel,
Mark Kington and Rajendra Singh as Class I Directors to serve for a three-year
term expiring at the 2003 Annual Meeting of Shareholders, unless authority to
vote for the election of the nominees is withheld by marking the proxy to that
effect. The Company has no nominating committee, and all nominations are made by
the Board of Directors. Each nominee has indicated his willingness to serve, if
elected, but if any nominee should be unable to stand for election, proxies may
be voted for a substitute nominee designated by the Board of Directors.
Set forth below are the name, age and certain other information with
respect to each director and nominee for director of the Company.
Nominees for Class I Directors
Gerald Segel, 79, has served as a Director of the Company since October
1996. Prior to his retirement in May 1990, Mr. Segel was Chairman of Tucker
Anthony Incorporated from January 1987 to May 1990. From 1983 to January 1987 he
served as President of Tucker Anthony Incorporated. Mr. Segel is also a director
of Hologic, Inc. Mr. Segel received his B.A. from Harvard University. Mr. Segel
is a nominee for re-election to the Board of Directors as a Class I Director.
Mark Kington, 41, has served as a Director of the Company since January
1998. Mr. Kington is a Managing Director of Columbia Capital LLC, a private
equity management firm, which he joined in March 1990. Mr. Kington received his
B.S. from the University of Tennessee and his M.B.A. from the University of
Virginia. Mr. Kington is a nominee for re-election to the Board of Directors as
a Class I Director.
Rajendra Singh, 45, has served as Chairman and Chief Executive Officer of
Telcom Ventures, L.L.C a private investment firm focused on the wireless
communications and information technology industries, since January 1994. Dr.
Singh is also on the Board of Directors of LCC International, Inc. where he
previously served as President from 1983 until September 1994, and as Chief
Executive Officer from January 1994 until January 1995. Dr. Singh also serves on
the Board of Teligent, Inc., Aether Systems, Inc. and XM Satellite Radio
Holdings, Inc. Dr. Singh received his Doctorate degree in Electrical Engineering
from Southern Methodist University. Dr. Singh is a nominee for election to the
Board of Directors as a Class I Director.
Class I Director
Craig L. Burr, 54, has served as a Director of the Company since April
1993. Mr. Burr has been a Managing General Partner of Burr, Egan, Deleage & Co.,
a venture capital firm, since 1979. Mr. Burr received his B.A. from Harvard
College and his M.B.A. from Harvard Graduate School of Business Administration.
Mr. Burr is a Director of several privately-held companies affiliated with Burr,
Egan, Deleage & Co. Mr. Burr has declined to stand for re-election to the Board
of Directors.
Class II Directors
Jerrold D. Adams, 60, has served as a Director of the Company since April
1996. From July 1999 to March of 2000 Mr. Adams was Acting General Manager of
the Company's Systems Division. From March, 1997 to March, 1999. Mr. Adams was
President and Chief Executive Officer of AirNet Communications Corp., which
designs, develops and manufactures wireless infrastructure for the U.S. and
international PCS markets. Previously, Mr. Adams was President and Chief
Operating Officer of Iridium, Inc., an international consortium developing a
worldwide communications system for portable hand-held telephones, from 1991
until March 1997. Prior to that, Mr. Adams served as Director of PCN Operations
in Europe of Motorola from 1990 to 1991, Senior Vice President of McCaw
Cellular, a national non-wireline cellular company, from 1988 to 1990 and
General Manager of Metro One, a New York non-wireline cellular carrier, from
1986 to 1988. Mr. Adams received his B.A. from Coe College and attended the
Wharton School of Business and the University of Illinois.
4
Paul R. Gudonis, 46, has served as a Director of the Company since April
1996. Mr. Gudonis is President of GTE Internetworking, a division of GTE
Corporation which provides business Internet services. Mr. Gudonis assumed this
position in July 1997, when GTE acquired BBN Corporation, the parent company of
BBN Planet, of which he had been President since November 1994. Mr. Gudonis
previously served from 1991 to November 1994 as General Manager of the
Communications Industry Group International division of EDS Corporation, and as
Senior Vice President and General Manager of APPEX Corp. from January 1989 until
it was acquired by EDS Corporation in October 1990. Mr. Gudonis received his
B.S. from Northwestern University and his M.B.A. from Harvard Graduate School of
Business Administration.
Frederick E. von Mering, 47, has served as a Director of the Company and
as its Vice President since 1989. Prior to joining the Company, Mr. von Mering
served as Regional Vice President and General Manager for the paging division of
Metromedia, Inc., a communications company, from 1980 to 1986. From 1975 to
1979, Mr. von Mering was employed at Coopers & Lybrand LLP. Mr. von Mering
earned his B.A. in accounting from Boston College and his M.B.A. from Babson
College.
Class III Directors
Paul J. Tobin, 57, has served as Chairman of the Board of Directors since
February 1996 and served as the Company's President and Chief Executive Officer
from 1990 until February 1996, and from April 1997 to February 1998. Prior to
joining the Company, Mr. Tobin served as President of Cellular One
Boston/Worcester from July 1984 to January 1990 and as a Regional Marketing
Manager for Satellite Business Systems, a joint venture of IBM, Comsat Corp. and
Aetna Life & Casualty from April 1980 to June 1984. Mr. Tobin received his B.S.
in economics from Stonehill College and his M.B.A. in marketing and finance from
Northeastern University. Mr. Tobin also serves as a member of the Board of
Trustees at Stonehill College.
Edward H. ("E.Y.") Snowden, 45, has served as a Director of the Company
and served as its President and Chief Executive Officer since February 1998.
Prior to joining the Company, Mr. Snowden served as President and Chief
Operating Officer of American Personal Communications, L.P. d/b/a Sprint
Spectrum, a telecommunications company, from February 1994 to December 1997.
From June 1990 until February 1994, Mr. Snowden was an Area Vice President at
Pacific Bell, Inc., a telecommunications company. Mr. Snowden was the Chief
Executive Officer at Universal Optical Company, Inc. from March 1986 to March
1988. Mr. Snowden received his B.S. from Stanford University and his M.B.A. from
Harvard Graduate School of Business Administration.
Brian E. Boyle, 52, has served as Vice Chairman of the Company since
February 1996 and served as Chairman, New Wireless Services of the Company from
January 1994 to February 1996. From July 1990 to September 1993, Mr. Boyle
served as Chairman and Chief Executive Officer of Credit Technologies, Inc., a
supplier of customer application software for the cellular telephone industry.
Prior to 1990, Mr. Boyle founded and operated a number of ventures servicing the
telecommunications industry, including APPEX Corp. (now EDS Personal
Communications Division of EDS Corporation, a global telecommunications service
company) and Leasecomm Corp., a micro-ticket leasing company. Mr. Boyle earned
his B.A. in mathematics from Amherst College and his B.S., M.S. and Ph.D. in
electrical engineering and operations research from M.I.T. Mr. Boyle is also a
Director of MicroFinancial Incorporated, as well as of several private
companies.
5
Board and Committee Meetings
The Company has a standing Audit Committee of the Board of Directors,
which reviews the Company's internal accounting control policies and procedures,
the performance of the Company's independent auditors in the annual audit and
auditors' fees; considers and recommends the selection of the Company's
independent auditors; reviews and approves any major accounting policy changes
affecting the Company's operating results; and provides the opportunity for
direct contact between the Company's independent auditors and the Board of
Directors. The Company's consolidated financial statements are currently audited
by Ernst & Young LLP. The Audit Committee met four times during 1999. The
current members of the Audit Committee are Messrs. Gudonis, Kington and Segel.
The Company has a standing Compensation Committee of the Board of
Directors, which provides recommendations to the Board of Directors regarding
compensation programs of the Company. The Compensation Committee administers and
has authority to grant stock options under the Company's 1996 Stock Option Plan
(the "1996 Option Plan"), the 1998 Stock Incentive Plan (the "1998 Stock Plan")
and the 2000 Stock Option Plan (the "2000 Option Plan") to all employees,
directors and officers of the Company, including those persons who are required
to file reports ("Reporting Persons") pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Compensation Committee also administers the Company's 1996 Employee Stock
Purchase Plan (the "1996 Purchase Plan"). The Compensation Committee met five
times during 1999. The current members of the Compensation Committee are Messrs.
Burr, Gudonis, Kington and Segel.
The Board of Directors held five meetings during 1999. Each director
attended at least 75% of the aggregate number of Board meetings and meetings
held by all committees on which he then served.
Director Compensation and Stock Options
Non-employee directors (which consist of Messrs. Adams, Burr, Gudonis,
Kington and Segel) receive $1,000 per meeting attended for their services as
members of the Board of Directors and are reimbursed for their expenses incurred
in connection with attending Board and committee meetings. Directors who serve
on the Audit Committee or Compensation Committee receive $500 for each such
committee meeting attended.
Under the terms of the 1996 Option Plan, 1998 Option Plan and the 2000
Option Plan, options to purchase shares of Common Stock may be granted to
members of the Board of Directors. On February 3, 1999, the Company granted to
each of Messrs. Burr, Gudonis, Segel, Adams and Kington an option to purchase
3,000 shares of the Company's Common Stock at an exercise price of $8.625 per
share (the fair market value on the date of grant). Also on February 3, 1999 the
Company granted to Mr. Tobin an option to purchase 20,000 shares of the
Company's Common Stock at an exercise price of $8.625 per share (the fair market
value on the date of grant). On July 6, 1999 the Company granted to Mr. Adams an
option to purchase 25,000 shares of the Company's Common Stock at an exercise
price of $13.125 per share (the fair market value on the date of grant). On
August 13, 1999 the Company granted to Mr. Adams an option to purchase 10,000
shares of the Company's Common Stock at an exercise price of $8.4375 per share
(the fair market value on the date of grant).
6
Executive Compensation
Summary Compensation
The following table sets forth certain compensation information, for the
fiscal years indicated, of the Company's Chief Executive Officer during the year
ended December 31, 1999 and four executive officers in 1999 (collectively, the
"Named Executive Officers"):
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation Compensation
------------ ------------
(1) Securities
Fiscal Salary Bonus Underlying All Other
Name and Principal Occupation Year ($) ($) Options Compensation
----------------------------- ---- --- --- ------- ------------
Paul J. Tobin (2) 1999 162,604 20,000
Chairman of the Board of Directors 1998 160,000 10,000
1997 160,000
Edward H. Snowden (3) 1999 262,788 11,750 10,000
President, Chief Executive Officer, 1998 215,385 50,000 400,000 140,770
Director
Frederick E. von Mering 1999 152,476 6,750 10,000
Vice President, Corporate Development 1998 150,000 22,188
Director 1997 150,000
Jerry Confer 1999 144,231 16,672 10,000
Vice President and General Manager
Teleservices Division
Kevin Thigpen 1999 172,180 30,203 10,000
Vice President and General Manager
Prepaid Services Division
(1) In accordance with the rules of the Securities and Exchange Commission,
except as otherwise indicated, other compensation in the form of
perquisites and other personal benefits has been omitted because such
perquisites and other personal benefits constitute less than the lesser of
$50,000 or ten percent of the total salary and bonus reported for the
executive officer during the years ended December 31, 1997, 1998 and 1999.
(2) In February, 1999, Mr. Tobin surrendered his options to purchase 10,000
shares of the Company's Common Stock which were granted in 1998. This
surrender freed these shares for the granting of stock options to other
employees from the Company's existing stock option plans.
(3) Mr. Snowden was elected President and Chief Executive Officer of the
Company effective February 10, 1998. Mr. Snowden received $140,770 as
relocation payments in 1998. He also received a bonus of $50,000 in March,
1999 for performance during 1998.
7
Option Grants
The following table sets forth certain information concerning option
grants during the fiscal year ended December 31, 1999 to the Named Executive
Officers and the number and value of the unexercised options held by such
persons on December 31, 1999.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
Potential Realizable Value
Number of Percent of at Assumed Rates of
Securities Total Options Stock Price Appreciation
Underlying Granted to ------------------------
Options Employees in Exercise Expiration for Option Term(3)
Name Granted(1) Fiscal Year Price($/Sh)(2) Date 5% 10%
---- ---------- ----------- -------------- ------ ---- ----
Paul J. Tobin 20,000 2.9% $8.625 2/3/09 $108,484 $274,921
Brian E. Boyle -- -- -- -- -- --
Edward H. Snowden 10,000 1.5% $8.625 2/3/09 $54,242 $137,460
Frederick E. von Mering 10,000 1.5% $8.625 2/3/09 $54,242 $137,460
Karen Walker 10,000 1.5% $8.625 2/3/09 $54,242 $137,460
19,000 2.7% $8.625 2/3/09 $103,060 $261,174
Jerry Confer 10,000 1.5% $8.625 2/3/09 $54,242 $137,460
Robert Sullivan 10,000 1.5% $8.625 2/3/09 $54,242 $137,460
Kevin Thigpen 10,000 1.5% $8.625 2/3/09 $54,242 $137,460
- ----------
(1) Option grants for Messrs. Tobin, Snowden, von Mering, Confer, Sullivan,
Thigpen vest on 2/3/07. Ms. Walker's grant of 10,000 shares vests on
2/3/07, her grant of 19,000 shares vests in three equal annual
installments.
(2) The exercise price is equal to the fair market value of the Company's
Common Stock on the date of grant.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date. The assumed rates of appreciation are mandated by the
rules of the Securities and Exchange Commission and do not represent the
Company's estimate or projection of future stock prices. This table does
not take into account any appreciation or depreciation in the price of the
Common Stock to date. Actual gain, if any, on stock option exercises will
depend on future performance of the Common Stock and the date on which the
options are exercised. Values shown are net of the option exercise price,
but do not include deductions for tax or other expenses associated with
the exercise.
(4) No restricted stock or stock appreciation rights were granted in 1999.
8
Option Exercises and Holdings
The following table sets forth certain information concerning each
exercise of a stock option during the year ended December 31, 1999 by each of
the Named Executive Officers, and the number and value of unexercised options
held by each of the Named Executive Officers on December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities Value of
Underlying Unexercised
Unexercised Options In-the-Money
at Fiscal Options at Fiscal
Year-End Year-End($)(1)
Shares -------- --------------
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized($) Unexercisable Unexercisable
---- -------- ----------- ------------- -------------
Paul J. Tobin -- -- 0 20,000 -- 0
Brian E. Boyle -- -- 75,000 50,000 0 0
Edward H. Snowden -- -- 160,000 250,000 0 0
Frederick E. von Mering -- -- 130,654 10,000 0 0
Karen Walker -- -- 11,200 39,800 $2,100 $2,025
Jerry Confer (2) 3,000 $17,343.75 7,000 32,000 $563 $1,125
Robert Sullivan -- -- 10,000 0 0 --
Kevin Thigpen -- -- 18,000 42,000 $3,250 $4,875
(1) The per share value of unexercised in-the-money options is calculated by
subtracting the per share option exercise price from the last per share
sale price of the Company's Common Stock on the Nasdaq National Market on
December 31, 1999 ($5.25).
(2) Represents gain on two same day transactions conducted in 1999.
Employment Agreements with Named Executive Officers
On February 10, 1998 the Company entered into an employment letter
agreement with E.Y. Snowden, pursuant to which Mr. Snowden was made the
President and Chief Executive Officer and a Director of the Company. The
agreement provides for an initial base salary of $250,000 plus an annual
performance-based bonus of up to 40% of base salary. Mr. Snowden was paid a
$50,000 bonus in March, 1999 for performance during 1998. Mr. Snowden was paid a
$6,750 bonus in August, 1999 and $5,000 bonus in February, 2000 for performance
in 1999. In addition, pursuant to the agreement, Mr. Snowden was granted a
non-qualified stock option to purchase 400,000 shares of Common Stock at an
exercise price of $7.0625 per share, vesting in five equal annual installments
commencing on February 10, 1998. In the event of a change in control of the
Company (as defined in the agreement), 100% of the options will vest on the date
of such transaction. If Mr. Snowden's employment is terminated without cause, or
if there is a change of control which results in his demotion, diminution in
responsibilities, or removal from the Board, then the Company will pay, as
severance, his base salary until such time as he is otherwise employed, up to a
maximum of twelve months.
9
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the "Compensation
Committee") is currently composed of four non-employee directors, Craig L. Burr,
Paul R. Gudonis, Mark J. Kington and Gerald Segel. The Compensation Committee is
responsible for establishing and administering the policies which govern both
annual compensation and performance-based equity ownership of the Company's
employees, including its executive officers.
This report is submitted by the Compensation Committee and addresses the
Company's policies for 1999 as they apply to the Company's executive officers.
Policies and Philosophy
The Company's executive compensation program is structured and
administered to achieve three broad goals in a manner consistent with
shareholder interests. First, the Compensation Committee structures executive
compensation programs and decisions regarding individual compensation in a
manner that the Compensation Committee believes will enable the Company to
attract and retain key executives. Second, the Compensation Committee
establishes compensation programs that are designed to reward executives for the
achievement of specified business objectives of the Company. Finally, the
Compensation Committee designs the Company's executive compensation programs to
provide executives with long-term equity ownership opportunities in the Company
in an attempt to align executive and shareholder interests.
In evaluating both individual and corporate performance for purposes of
determining salary and bonus levels and stock option grants, the Compensation
Committee places significant emphasis on the extent to which strategic and
business plan goals are met, including the progress and success of the Company
with respect to matters such as achieving operating budgets, establishing
strategic marketing, distribution and development alliances, product development
and enhancement of the Company's strategic position, as well as on the Company's
overall financial performance.
Executive Compensation in Fiscal 1999
The compensation programs for the Company's executives established by the
Compensation Committee consist of three elements based upon the foregoing
objectives: (i) base salary and benefits competitive with the marketplace, (ii)
bonus grants, and (iii) stock-based equity incentives in the form of
participation in the Company's stock plans. The Compensation Committee believes
that providing a base salary and benefits to its executive officers that are
competitive with the marketplace enables the Company to attract and retain key
executives. In addition, the Compensation Committee believes that bonuses based
on both corporate and individual performance provide incentives to its executive
officers that align their interests with those of the Company as a whole. The
Compensation Committee generally provides executive officers discretionary stock
option awards to reward them for achieving specified business objectives and to
provide them with long-term ownership opportunities that are aligned with the
ownership interests of the Company's shareholders. In evaluating the salary
level, bonuses and equity incentives to award to each current executive officer,
the Compensation Committee examines the progress which the Company has made in
areas under the particular executive officer's supervision, such as development
or sales, and the overall performance of the Company.
In determining the salary and bonus targets of each executive officer,
including the Named Executive Officers, the Compensation Committee and the Board
of Directors consider numerous factors such as (i) the individual's performance,
including the expected contribution of the executive officer to the Company's
goals, (ii) the Company's long-term needs and goals, including attracting and
retaining key management personnel, and (iii) the Company's competitive
position, including the compensation of executive officers at comparable
companies that are familiar to members of the Compensation Committee. The
companies used by the Compensation Committee to compare executive compensation
are not the companies included in the Stock Performance Graph below, are
companies of which the members of the Compensation Committee have specific
knowledge and are considered as of the time those companies were at similar
stages of development as the Company. To the extent
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determined to be appropriate, the Compensation Committee also considers general
economic conditions and the historic compensation levels of the individual. The
Compensation Committee believes that the salary levels of its executive officers
are in the middle third when compared to the compensation levels of companies at
similar stages of development as the Company.
Benefits
The Company's executive officers are entitled to receive medical benefits
and life insurance benefits and to participate in the Company's 401(k) Savings
Plan on the same basis as other full-time employees of the Company. The
Company's 1996 Employee Stock Purchase Plan, which is available to virtually all
employees, including executive officers and directors who are employees, allows
participants to purchase shares at a discount of approximately 15% from the fair
market value at the beginning or end of the applicable purchase period.
Compensation of the Chief Executive Officer in Fiscal 1999
The compensation philosophy applied by the Compensation Committee in
establishing the compensation for the Company's President and Chief Executive
Officer is the same as for the other senior management of the Company -- to
provide a competitive compensation opportunity that rewards performance.
Mr. Snowden served in the positions of President, Chief Executive Officer
and a director of the Company during the year ended December 31, 1999 and he
received a salary of $262,788 for fiscal 1999. The Compensation Committee
established Mr. Snowden's base salary during fiscal 1999 at $275,000, considered
by the Compensation Committee to be in the middle third of the compensation of
Chief Executive Officers at other publicly-traded companies at the same stage of
development as the Company. The Company paid Mr. Snowden a bonus in 1999 of
$50,000 for performance in 1998 and $6,750 for performance in 1999. He also
received a $5,000 bonus in February 2000 for performance during 1999. Mr.
Snowden was granted a non-qualified stock option to purchase 10,000 shares of
Common Stock at an exercise price of $8.625 per share, vesting on February 3,
2007.
Compliance with Section 162(m) of the Code
Section 162(m) of the Code, enacted in 1993, generally disallows tax
deductions to publicly-traded corporations for compensation over $1,000,000 paid
to the corporation's Chief Executive Officer or any of its other four most
highly compensated executive officers. Qualifying performance-based compensation
will not be subject to this disallowance if certain requirements are met. The
Company currently intends to structure the compensation arrangements of its
executive officers in a manner that will avoid disallowances under Section
162(m).
COMPENSATION COMMITTEE
Craig L. Burr
Paul R. Gudonis
Mark J. Kington
Gerald Segel
Reports Under Section 16(a) of the Exchange Act
Based solely on its review of copies of reports filed by persons
("Reporting Persons") required to file such reports pursuant to Section 16(a) of
the Exchange Act, the Company believes that all filings required to be made by
Reporting Persons of the Company were timely made in accordance with the
requirements of the Exchange Act.
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STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
the Common Stock of the Company during the period from June 18, 1996 (the date
on which the Company's Common Stock began trading on the Nasdaq National Market)
to December 31, 1999 with the cumulative total return over the same period of
(i) the Nasdaq National Market (U.S. Companies) (the "Nasdaq Composite Index")
and (ii) a Peer Group Index* selected by the Company. This comparison assumes
the investment of $100 on June 18, 1996 in the Company's Common Stock, the
Nasdaq Composite Index and the Peer Group Index and assumes dividends, if any,
are reinvested.
[PERFORMANCE GRAPH]
6/18/1996 12/31/1996 12/31/1997 12/31/1998 12/31/1999
--------- ---------- ---------- ---------- ----------
Boston Communications Group, Inc. 100 37.41 70.73 84.55 34.15
NASDAQ Stock Market Index - US 100 108.65 133.32 187.34 147.12
Peer Group 100 74.77 76.74 45.4 339.19
* The Peer Group Index reflects stock performance of Lightbridge, Inc.
Metro One Telecommunications and LCC International, Inc.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors, at the recommendation of the Audit Committee, has
selected the firm of Ernst & Young LLP as the Company's independent auditors for
the current fiscal year. Ernst & Young LLP has served as the Company's
independent auditors since 1988. Although shareholder ratification of the Board
of Directors' selection of Ernst & Young LLP is not required by law, the Board
of Directors believes that it is advisable to give shareholders the opportunity
to ratify this selection. If this proposal is not approved at the Annual
Meeting, the Board of Directors may reconsider its selection of Ernst & Young
LLP.
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Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting. They will have the opportunity to make a statement if they
desire to do so and will also be available to respond to appropriate questions
from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2000.
APPROVAL OF 2000 STOCK OPTION PLAN
On February 16, 2000, the Board of Directors of the Company adopted,
subject to shareholder approval, the 2000 Stock Option Plan (the "2000 Option
Plan"). Up to 500,000 shares of Common Stock (subject to adjustment in the event
of stock splits and other similar events) may be issued pursuant to awards
granted under the 2000 Option Plan.
The 2000 Option Plan is in addition to the Company's 1996 Stock Option
Plan (the "1996 Option Plan") and the 1998 Stock Incentive Plan (the "1998
Option Plan"). As of February 28, 2000, options have been granted for all but
2,250 shares covered by the 1998 Option Plan and options have been granted for
all but 32,549 shares covered by the 1996 Option Plan. Any shares subject to
unexercised portions of options terminated after February 28, 2000 will again be
available for grant under the 1998 Option Plan or the 1996 Option Plan.
The Board of Directors believes that the continued growth and
profitability of the Company depends, in large part, upon the ability of the
Company to maintain a competitive position in attracting, retaining and
motivating key personnel, and that the adoption of the 2000 Option Plan furthers
these objectives. Accordingly, the Board of Directors believes adoption of the
2000 Option Plan is in the best interests of the Company and its shareholders
and recommends a vote FOR this proposal.
Summary of the 2000 Option Plan
The following is a brief summary of the 2000 Option Plan.
Description of Awards
The 2000 Option Plan provides for the grant of incentive stock options
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and nonstatutory stock options (collectively "Awards").
Incentive Stock Options and Nonstatutory Stock Options.
Optionees receive the right to purchase a specified number of shares of
Common Stock at a specified option price and subject to such other terms and
conditions as are specified in connection with the option grant. Subject to the
limitations described below, options may be granted at an exercise price which
may be less than, equal to or greater than the fair market value of the Common
Stock on the date of grant. Under present law, however, incentive stock options
and options intended to qualify as performance-based compensation under Section
162(m) of the Code may not be granted at an exercise price less than the fair
market value of the Common Stock on the date of grant or less than 110% of the
fair market value in the case of incentive stock options granted to optionees
holding more than 10% of the voting power of the Company. Options may not be
granted for a term in excess of ten years. The 2000 Option Plan permits the
Board to determine the manner of payment of the exercise price of options,
including through payment by cash, by check, in connection with a "cashless
exercise" through a broker, by surrender to the Company of shares of Common
Stock, by delivery to the Company of a promissory note, or by any other lawful
means.
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Eligibility to Receive Awards
Officers, employees and directors of, and consultants and advisors to, the
Company and its subsidiaries are eligible to be granted Awards under the 2000
Option Plan. Under present law, however, incentive stock options may only be
granted to employees. The maximum number of shares with respect to which an
Award may be granted to any participant under the 2000 Option Plan may not
exceed 100,000 shares per calendar year.
As of February 28, 2000, approximately 937 persons were eligible to
receive Awards under the 2000 Option Plan, including the Company's seven
executive officers and five non-employee directors. The granting of Awards under
the 2000 Option Plan is discretionary, and the Company cannot now determine the
number or type of Awards to be granted in the future to any particular person or
group.
On December 31, 1999, the last reported sale price of the Company Common
Stock on the Nasdaq National Market was $5.25.
Administration
The 2000 Option Plan is administered by the Board of Directors. The Board
has the authority to adopt, amend and repeal the administrative rules,
guidelines and practices relating to the 2000 Option Plan and to interpret the
provisions of the 2000 Option Plan. Pursuant to the terms of the 2000 Option
Plan, the Board of Directors may delegate authority under the 2000 Option Plan
to one or more committees of the Board, and subject to certain limitations, to
one or more executive officers of the Company. The Board has authorized the
Compensation Committee to administer certain aspects of the 2000 Option Plan,
including the granting of Awards to executive officers. Subject to any
applicable limitations contained in the 2000 Option Plan, the Board of
Directors, the Compensation Committee, or any other committee or executive
officer to whom the Board delegates authority, as the case may be, selects the
recipients of Awards and determines (i) the number of shares of Common Stock
covered by options and the dates upon which such options become exercisable,
(ii) the exercise price of options, and (iii) the duration of options.
The Board of Directors is required to make appropriate adjustments in
connection with the 2000 Option Plan and any outstanding Awards to reflect stock
dividends, stock splits and certain other events. In the event of a merger,
liquidation or other Acquisition Event (as defined in the 2000 Option Plan), the
Board of Directors is authorized to provide for outstanding Options or other
stock-based Awards to be assumed or substituted for, to accelerate the Awards to
make them fully exercisable prior to consummation of the Acquisition Event or to
provide for a cash out of the value of any outstanding options. If any Award
expires or is terminated, surrendered, canceled or forfeited, the unused shares
of Common Stock covered by such Award will again be available for grant under
the 2000 Option Plan. The 2000 Option Plan expressly prohibits repricing of
options.
Amendment or Termination
No Award may be made under the 2000 Option Plan after February 16, 2010,
but Awards previously granted may extend beyond that date. The Board of
Directors may at any time amend, suspend or terminate the 2000 Option Plan,
except that no Award designated as subject to Section 162(m) of the Code by the
Board of Directors after the date of such amendment shall become exercisable,
realizable or vested (to the extent such amendment was required to grant such
Award) unless and until such amendment shall have been approved by the Company's
shareholders.
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Federal Income Tax Consequences
The following is a summary of the United States federal income tax
consequences that generally will arise with respect to Awards granted under the
2000 Option Plan and with respect to the sale of Common Stock acquired under the
2000 Option Plan.
Incentive Stock Options
In general, a participant will not recognize taxable income upon the grant
or exercise of an incentive stock option. Instead, a participant will recognize
taxable income with respect to an incentive stock option only upon the sale of
Common Stock acquired through the exercise of the option ("ISO Stock"). The
exercise of an incentive stock option, however, may subject the participant to
the alternative minimum tax.
Generally, the tax consequences of selling ISO Stock will vary with the
length of time that the participant has owned the ISO Stock at the time it is
sold. If the participant sells ISO Stock after having owned it for at least two
years from the date the option was granted (the "Grant Date") and one year from
the date the option was exercised (the "Exercise Date"), then the participant
will recognize long-term capital gain in an amount equal to the excess of the
sale price of the ISO Stock over the exercise price.
If the participant sells ISO Stock for more than the exercise price prior
to having owned it for at least two years from the Grant Date and one year from
the Exercise Date (a "Disqualifying Disposition"), then all or a portion of the
gain recognized by the participant will be ordinary compensation income.
If a participant sells ISO Stock for less than the exercise price, then
the participant will recognize capital loss equal to the excess of the exercise
price over the sale price of the ISO Stock. This capital loss will be a
long-term capital loss if the participant has held the ISO Stock for more than
one year prior to the date of sale.
Nonstatutory Stock Options
As in the case of an incentive stock option, a participant will not
recognize taxable income upon the grant of a nonstatutory stock option. Unlike
the case of an incentive stock option, however, a participant who exercises a
nonstatutory stock option generally will recognize ordinary compensation income
in an amount equal to the excess of the fair market value of the Common Stock
acquired through the exercise of the option ("NSO Stock") on the Exercise Date
over the exercise price.
With respect to any NSO Stock, a participant will have a tax basis equal
to the exercise price plus any income recognized upon the exercise of the
option. Upon selling NSO Stock, a participant generally will recognize capital
gain or loss in an amount equal to the excess of the sale price of the NSO Stock
over the participant's tax basis in the NSO Stock. This capital gain or loss
will be a long-term gain or loss if the participant has held the NSO Stock for
more than one year prior to the date of the sale.
Tax Consequences to the Company
The grant of an Award under the 2000 Option Plan will have no tax
consequences to the Company. Moreover, in general, neither the exercise of an
incentive stock option nor the sale of any Common Stock acquired under the 2000
Option Plan will have any tax consequences to the Company. The Company generally
will be entitled to a business-expense deduction, however, with respect to any
ordinary compensation income recognized by a participant under the 2000 Option
Plan, including as a result of the exercise of a nonstatutory stock option or a
Disqualifying Disposition. Any such deduction will be subject to the limitations
of Section 162(m) of the Code. The Company will have a withholding obligation
with respect to any ordinary compensation income recognized by participants
under the 2000 Option Plan who are employees or otherwise subject to withholding
in connection with the exercise of a nonstatutory stock option.
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OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly presented
to the Annual Meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with their judgment
on such matters.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph and personal interviews, and the Company reserves the right to retain
outside agencies for the purpose of soliciting proxies. Brokers, custodians and
fiduciaries will be requested to forward proxy soliciting material to the owners
of shares held in their names, and the Company will reimburse them for
out-of-pocket expenses incurred on behalf of the Company.
Proposals of shareholders intended to be presented at the 2001 Annual
Meeting of Shareholders must be received by the Company at its principal office
in Woburn, Massachusetts not later than December 18, 2000 for inclusion in the
proxy statement for that meeting.
If a shareholder of the Company wishes to present a proposal before the
2001 Annual Meeting of Shareholders and the Company has not received notice of
such matter prior to March 6, 2001, the Company shall have discretionary
authority to vote on such matter, if the Company includes a specific statement
in the proxy statement or form of proxy, to the effect that it has not received
such notice in a timely fashion.
By Order of the Board of Directors,
Alan J. Bouffard,
Clerk
April 21, 2000
THE BOARD OF DIRECTORS HOPES THAT SHAREHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT SHAREHOLDERS PLAN TO ATTEND, SHAREHOLDERS ARE URGED TO COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
SHAREHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR SHARES PERSONALLY EVEN THOUGH
THEY HAVE SENT IN THEIR PROXIES.
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DETACH HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BOSTON COMMUNICATIONS GROUP, INC.
2000 ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 2000
The undersigned shareholder of BOSTON COMMUNICATIONS GROUP, INC. hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement, dated April 21, 2000, and hereby appoints Alan J. Bouffard and
Frederick von Mering, and each of them, proxies and attorneys-in-fact, with full
power of substitution, on behalf and in the name of the undesigned, to represent
the undersigned at the 2000 Annual Meeting of Shareholdes of BOSTON
COMMUNICATIONS GROUP, INC., to be held on May 25, 2000 at 9:00 a.m., local time,
at the Company at 100 Sylvan Road, Woburn, Massachusetts, and at any
adjournments thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth on the reserve side.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL. THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL. WITH RESPECT TO ANY OTHER MATTERS WHICH MAY ARISE. THIS
PROXY WILL BE VOTED IN THE DISCRETION OF THE PERSON(S) NAMED ABOVE.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
DETACH HERE
|X| Please mark
votes as in
this example
The Board Directors recommends a vote "FOR all nominees" in Item 1, and "FOR"
Items 2 and 3.
1. Election of Directors.
Nominees: (01) Mark Kington, (02) Gerald Segel.
(03) Rajendra Singh
FOR WITHHELD
|_| |_|
|_| ______________________________________
For all nominees except as noted above
2. To ratify the appointment of Ernst & Young LLP by the Board of Directors
as the Company's independent auditors for the current year.
FOR AGAINST ABSTAIN
|_| |_| |_|
3. To ratify and approve the adoption of the Company's 2000 Stock Option
Plan.
FOR AGAINST ABSTAIN
|_| |_| |_|
4. To transact such other business as may properly come before the meeting or
any adjournment thereof.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING |_|
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT |_|
Please sign exactly as your name appears hereon. Joint owners should each
sign Executors, administrators, trustees, guardians, or other fiduciary should
give full title as such. If signing for a corporation, please sign in full
corporate name by a duly authorized officer.
Signature: ___________________________________ Date: _________________________
Signature: ___________________________________ Date: _________________________