SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
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TM Century, Inc.
(Name of Registrant as Specified In Its Charter)
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( ) Check box if any part of the fee is offset as provided by Exchange Act
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TM CENTURY, INC.
2002 ACADEMY
DALLAS, TX 75234
2001 INFORMATION STATEMENT
TO OUR STOCKHOLDERS:
The accompanying information is being provided by the Board of Directors of TM
Century, Inc., a Delaware corporation (the "Company"), in connection with the
election by the stockholders of the Company of five directors to serve one-year
terms and until their successors are elected and qualified.
It is anticipated that the holders of 69.5% of the outstanding Common Stock of
the Company will execute a written consent (i) approving the election as
directors of the five nominees of the Board of Directors, (ii) ratifying the
Board's anticipated appointment of King Griffin & Adamson P.C. as independent
public accountants of the Company for the fiscal year ending September 30, 2001
and (iii) ratifying the TM Century, Inc. 2000 Stock Option Plan (the "Plan").
Under Delaware law, such shares represent a sufficient number of shares to
ensure the election of such nominees and such ratification without the vote or
consent of any other stockholder of the Company. Delaware statutes provide that
any action that is required to be taken, or that may be taken, at any annual or
special meeting of stockholders of a Delaware corporation may be taken, without
a meeting, without prior notice and without a vote, if a written consent,
setting forth the action taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes necessary to authorize such
action.
Based on the foregoing, the Board of Directors of the Company has determined not
to call an annual meeting of stockholders, and no annual meeting of stockholders
of the Company will be held in 2001. Because the election of the five nominees
and ratification of the Plan is assured, the Board believes it would not be in
the best interests of the Company and its stockholders to incur the costs of
holding an annual meeting or of soliciting proxies or consents from additional
stockholders in connection with the election of directors. Stockholder
ratification of the appointment of independent public accountants is not
required by law or the Company's bylaws.
It is anticipated that the written consent of stockholders referred to above
will be executed on or around April 30, 2001. The Board of Directors and
management of the Company are not aware of any other action that will be
authorized in such consent.
This information statement is expected to be mailed to shareholders on or about
February 10, 2001.
/s/ R David Graupner
Dallas, Texas -----------------------------------------------
January 29, 2001 R David Graupner
President, Chief Executive Officer and Director
WE ARE NOT ASKING YOU FOR A PROXY OR WRITTEN CONSENT, AND YOU ARE REQUESTED NOT
TO SEND US A PROXY OR CONSENT.
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
General
- -------
Certain information regarding the directors and executive officers of the
Company is set forth below. The Company's bylaws provide that the number of
directors shall be fixed from time to time by the Board of Directors or by the
stockholders. The Board of Directors currently consists of five directors. All
directors hold office until the next annual meeting of the stockholders and
until their successors have been elected and qualified. Vacancies existing in
the Board may be filled by a majority vote of the remaining directors. Officers
of the Company serve at the discretion of the Board of Directors.
Officer/Director
Name Age Position Since
- --------------------------------------------------------------------------------
Marjorie L. McIntyre 75 Chairman of the Board of August 1990
Directors /Consultant
A. Ann Armstrong 67 Director August 1990
Carol M. Long 51 Director March 1999
Michael E. Cope 53 Director August 1999
Robert D. Graupner 43 President & CEO and Director May 1996
Marcus D. Hill 38 Vice President of Operations April 1999
Teri R.S. James 45 Vice President of Finance & CFO September 1999
John E. Kuykendoll 54 Vice President of Facilities August 2000
Election of Directors
- ---------------------
Under the Company's bylaws, the nominees for election as directors who receive a
plurality of the votes cast by stockholders are elected as directors of the
Company. Cumulative voting with respect to the election of directors is not
permitted.
Section 228(a) of the Delaware General Corporation Law permits any action that
is required to be taken, or that may be taken, at any annual or special meeting
of stockholders of a Delaware corporation to be taken without a meeting, without
prior notice and without a vote, if a written consent, setting forth the action
taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes necessary to authorize such action.
Each of the five current directors of the Company, Marjorie L. McIntyre, A. Ann
Armstrong, Carol M. Long, Michael E Cope and R. David Graupner, has been
nominated by the Board of Directors for re-election. Each nominee is expected to
be elected by written consent of the holders of a majority of the outstanding
Common Stock of the Company. It is anticipated that Carol M. Long and A. Ann
Armstrong, who collectively hold 69.5% of the outstanding Common Stock of the
Company in their capacities as co-trustees of the Marjorie McIntyre Trust, will
execute such written consent on or about April 30, 2001. See "Voting Securities
and Principal Stockholders". Under Delaware law, such shares represent a
sufficient number of shares to ensure the election of all nominees without the
vote or consent of any other stockholder of the Company. Pursuant to such
consent, the directors will be elected to serve until the next annual meeting of
stockholders, and until their successors have been elected and qualified. Each
director has consented to serve if elected.
No record date will be established, nor will the vote or consent of any other
stockholder be solicited, in connection with the execution of such written
consent.
2
Board of Directors and Committees
- ---------------------------------
The Board of Directors held 11 meetings during fiscal 2000. Each director
attended at least 75% of the total number of meetings held (during his or her
term as a director) by the Board and each committee on which such director
served.
The Company presently has a standing Audit Committee, of which Ms. Armstrong and
Mr. Cope are members. The Audit Committee is responsible for reviewing all
financial information distributed by the Company and coordinating with the
outside independent accounting firm as to the establishment of fees for services
and review of financial information and audit procedures.
The Compensation Committee, consisting of Ms. Long and Mr. Cope, met on October
30, 2000 to consider and approve changes to the compensation package for David
Graupner for fiscal 2001.
Business Experience of Directors and Executive Officers
- -------------------------------------------------------
Marjorie L. McIntyre was a founder of Century 21 Programming, Inc. ("Century
21"), a company with which the Company merged in 1990, and served as its
Chairman of the Board of Directors from 1972 to 1990. Mrs. McIntyre served as a
consultant to Century 21 from July 1990 until its October 1990 merger with the
Company, and has served as a consultant to the Company since the merger. She was
elected Chairman of the Board of Directors of the Company in 1992. She is
co-founder of Home Interiors and Gifts, a Dallas-based home furnishings and
accessories firm, having served as an officer and director of that firm from
1958 to 1973.
A. Ann Armstrong is a practicing attorney and has been admitted to the State
Bars in California in 1990, New York in 1980, and Texas in 1984. Prior to
establishing her private law practice in California in 1990, she practiced law
in New York from 1979 to 1981 with Donovan, Leisure, Newton & Irvine and from
1981 through 1983 with Skadden, Arps, Slate, Meagher & Flom, and in Texas from
1983 through 1989. Ms. Armstrong is co-founder of Home Interiors and Gifts, a
Dallas-based home furnishings and accessories firm, and served as a director of
that firm from 1958 through 1963. Ms. Armstrong holds a Bachelors of Science in
Accounting from New York University magna cum laude, 1976, a Masters in Business
Administration in Finance from New York University with distinction, 1977, and a
Juris Doctorate from Yale Law School, 1979.
Carol M. Long is the owner of Lightcatcher Productions, a film and video
production company which has operated in Dallas, Texas since 1996. She also
serves as Director and Secretary for Vendyl Jones Research Institute, a non
profit organization based in Arlington, Texas which is dedicated to Biblical
Archaeology in the Middle East. Ms. Long was a director of TM Century, Inc. from
1990 to 1995 and served as a consultant to the Company from 1995 to 1998. Ms.
Long is the daughter of Marjorie McIntyre.
Michael Cope was President, CEO and Chairman of Interphase Corporation, a Dallas
based publicly owned computer technology manufacturer, from 1974 through 1994.
Following his retirement from Interphase Corporation he served on the board of
directors for that company until 1996. Mr. Cope was a member of the board of
directors for XLNT, Inc., a San Diego based Networking technology supplier from
1996 until the company was bought by Intel in 1999. He currently serves as CEO
and member of the board of directors of Phoenix Ventures, LTD, a Turks and
Caicos based off-shore corporation involved in establishing a government
sponsored and licensed lottery in the Caribbean and Latin America. He is also a
member of the board of directors for Liaison, Inc., a Dallas based health care
management company, and Hi-Line Electric, Inc., a Dallas based distributor of
electronic goods. Mr. Cope also sits on the advisory boards of several Dallas
based private companies and has recently agreed to join the board of directors
for NexTrend, Inc., a Dallas based private on-line trading company.
R. David Graupner was elected to the board of directors in March, 1999 and named
President and CEO effective May 1, 1999. Mr. Graupner joined the Company as
Executive Vice President in May 1996. From 1990 to 1996 he was employed as Vice
President and General Manager of Midcontinent Media in Madison, Wisconsin where
he was responsible for the day-to-day operations of several radio stations. Mr.
Graupner has over 25 years experience in network radio and program syndication,
radio programming and managing radio stations.
3
Marcus Hill joined the Company as Operations Manager in August, 1998 and was
named Vice President of Operations in July 1999. Before joining the Company he
spent ten years running studio operations for a Dallas based corporation
specializing in musical advertising campaigns as well as other broadcast
services. Mr. Hill began his career as a recording engineer with Omega Audio and
brings many years experience as producer, engineer and musician to his position,
which encompasses all aspects of the acquisition, production, and distribution
of TM Century products. He has a Bachelor of Fine Arts Degree in cinematography
from Stephen F. Austin State University.
Teri James joined TM Century in April 1997 as Accounting Manager until September
1999 when she was named Vice President of Finance. The Board of Directors named
Ms. James to the position of Chief Financial Officer effective October 1, 2000.
From 1995 until 1997 she served as Controller for Digital Data Systems, Inc., an
Irving, Texas based company which produced Homescope, multiple listing service
on cd-rom. Prior to 1995 she acted as Controller for Hawaii Properties, Inc., a
Dallas based real estate management company. Ms. James has a Bachelor of Science
degree in Accounting from Southwest Missouri State University and has been a
C.P.A. since 1981.
John Kuykendoll joined TM Century, then known as TM Communications, in October
1989 as Shipping Manager as a result of the acquisition of Media General
Broadcast Services. Mr. Kuykendoll has devoted his career to providing timely
and cost effective shipping methods, inventory management, and facilities
management. In August, 2000 the Board of Directors named Mr. Kuykendoll to the
position of Vice President of Facilities.
Compliance with Section 16(a) of the Securities Exchange Act
- ------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of
the Company's Common Stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in their ownership in the
Company's Common Stock. Executive officers, directors and greater than
ten-percent stockholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on a review of
the copies of such reports furnished to the Company and written representations
that no other reports were required, the Company believes that, during the last
fiscal year, all of the Company's officers, directors, and greater than
ten-percent beneficial owners were in compliance with the Section 16(a) filing
requirements.
EXECUTIVE COMPENSATION
The following tables present (1) compensation paid or accrued for services
rendered in all capacities to the Company by its Chief Executive Officers (no
other executive officers met the minimum compensation threshold of $100,000 for
inclusion in the tables) (the "Named Executive Officers") for the last three
years, (2) certain information regarding option values. No options were granted
under the Company's long term performance incentive plan to the Named Executive
Officers in the year ended September 30, 2000.
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
------------------- Securities
Name and Principal Underlying All Other
Position Year Salary ($) Bonus ($) Options (#) Compensation
- ------------------ ---- ----------- -------- ---------- ------------
Neil W. Sargent 1999 (1) 91,000 - 0 -
President & CEO 1998 178,882 - 15,000 -
Robert D. Graupner 2000 150,000 20,000 0 (3) 1,275
President & CEO 1999 (2) 132,500 - 0 -
Executive Vice
President 1998 108,333 - 0 -
(1) Salary through retirement on June 30, 1999.
(2) Executive Vice President through 4/99, President and CEO 5/99-9/00
(3) Company matching of 401(k) contributions.
4
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
- --------------------------------------------------------------------------------
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options
Shares Value Options at FY-End at FY-End (1)
Acquired on Realized ----------------- ----------------
Name Exercise (#) ($) (#) Exercisable/ ($) Exercisable/
Unexercisable Unexercisable
- --------------------------------------------------------------------------------
Neil W. Sargent - - 107,500/7,500 $6,225/$6,225
Robert D. Graupner - - 20,000/5,000 -
(1) Options are "in the money" if the fair market value of the underlying
securities exceeds the exercise price of the option. The option to purchase
15,000 shares issued to Mr. Sargent in August 1998 was the only "in the
money" option at the end of fiscal year 2000. The exercise price of such
option is $.355 per share and 7,500 shares may be exercised as of September
30, 2000. The fair market value of the Company's Common Stock was $.83 per
share on September 30, 2000. The Company applies APB Opinion No. 25,
"Accounting for Stock Issued to Employees" in accounting for its stock
option and award plan. No compensation expense is recorded during fiscal
2000 since the exercise price of each option granted was greater than or
equal to the market price of the Company's stock on the date of grant.
Compensation of Directors and Employment Contracts
- --------------------------------------------------
In July 1999, the Company renewed, for an additional three-year term, a
consulting agreement with Mrs. McIntyre, which provides for annual compensation
of $60,000 and the performance by Mrs. McIntyre of up to 60 hours per month of
consulting services to management. Pursuant to this agreement, as renewed, Mrs.
McIntyre agreed not to compete with the Company during the term of the
agreement.
Ms. Armstrong and Ms. Long, as nonemployee directors, receive monthly fees of
$1,500 and $2,000, respectively, for their attendance at Board of Directors' and
committee meetings and for consulting services to the Company on an as-needed
basis. For the fiscal year ended September 30, 2000, Ms. Armstrong and Ms. Long
received total fees of $18,000 and $24,000 respectively.
For a period of five years beginning in December 1991, a Nonqualified Stock
Option covering 2,500 shares of Common Stock was granted each December at an
exercise price of $1.20 per share (the fair market value of the Common Stock on
December 3, 1991) under the Company's 1991 Long Term Performance Incentive Plan
to each director who at the time of grant was a member of the Compensation
Committee and who was not an employee or consultant of the Company. Ms.
Armstrong received such options each year commencing 1991 through 1995. Each
such option has a term of ten years and vests with respect to 20% of the shares
covered thereby on the date of grant, cumulatively with respect to an additional
30% of such shares on the first anniversary of the grant date, and cumulatively
with respect to the remaining 50% of such shares on the second anniversary of
the grant date. Directors who are not members of the Compensation Committee are
eligible to be granted Incentive Stock Options or Nonqualified Stock Options
under the Plan at the discretion of the Committee.
Mr. Cope, the third nonemployee director, receives no cash compensation but was
granted an Incentive Stock Option under the Plan covering 100,000 shares of
Common Stock upon his election as a director in August 1999.
The Company entered into a three year employment contract with Neil Sargent to
serve as President and CEO in April, 1995. That agreement was amended on August
10, 1998, retroactive to April 1998, to provide for employment of Mr. Sargent
through April 16, 2000, however, Mr. Sargent resigned as President and CEO to
allow the appointment of Mr. Graupner to that position effective May 1999.
Effective June 30, 1999 Mr. Sargent resigned his employment with the Company and
entered into a five year consulting agreement which provides for the payments of
$21,600 annually and retention of the options for 100,000 shares of common stock
granted by the Board of Directors on March 13, 1995 and the options for 15,000
shares granted by the Board of Directors on November 4, 1998 for the term of the
agreement.
5
Effective May 1999, the Company entered into a thirty-eight month employment
contract with R. David Graupner, the President and CEO of the Company which
provides for a base annual salary of $150,000 and eligibility to participate in
the Company's Bonus Plan. At the end of each fiscal year and at such other times
as the Board of Directors or the Compensation Committee of the Board of
Directors will review the Employee's salary and other compensation and determine
whether any salary increase or increase in other compensation is appropriate.
INDEPENDENT PUBLIC ACCOUNTANTS
It is anticipated that King Griffin & Adamson P.C. will be appointed by the
Board of Directors to serve as the Company's independent public accountants for
the fiscal year ending September 30, 2001. It is anticipated that such
appointment will be ratified pursuant to the written consent to be executed by
certain stockholders, as described on the first page of this Information
Statement and under the heading "Information Concerning the Directors and
Executive Officers - Election of Directors."
AUDIT COMMITTEE REPORT
The Audit Committee met with members of the Company's management and independent
auditors, King Griffin & Adamson P.C. on December 18, 2000 to review and discuss
the audit performed for the year ended September 30, 2000 and the financial
statements as of September 30, 2000 and 1999 and for each of the fiscal periods
ended September 30, 2000 and 1999.
Subsequently, the Audit Committee met exclusively with King Griffin & Adamson to
discuss matters required to be discussed by SAS 61. Written disclosures and the
letter from King Griffin & Adamson required by the Independent Standards Board
Standard No. 1 were provided to the Audit Committee.
Based on the review and discussions by the Audit Committee and the independent
auditors the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-KSB for the year ended September 30, 2000 for filing with the Commission.
Audit Committee Members:
A. Ann Armstrong
Michael Cope
TM CENTURY, INC. 2000 STOCK OPTION PLAN
On March 20, 2000 the Board of Directors approved the 2000 Stock Option Plan
(the "Plan") which provides for grants of Incentive Stock Options to selected
employees and for grants of Nonqualified Stock Options to any persons who, in
the opinion of the Board of Directors, perform significant services on behalf of
the Company. The maximum number of shares which may be issued under the Plan is
350,000 shares. No shares have been granted under this Plan as of September 30,
2000.
It is anticipated that the Plan will be ratified pursuant to the written consent
to be executed by certain stockholders, as described on the first page of this
Information Statement and under the heading "Information Concerning the
Directors and Executive Officers - Election of Directors."
6
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The following table sets forth (a) beneficial ownership of the Common Stock of
each director of the Company, the Named Executive Officers, all officers and
directors as a group and each person known by the Company to own beneficially
more than 5% of the Common Stock of the Company and (b) the percentage of
outstanding Common Stock of the Company owned by each of the foregoing as of
December 31, 2000 except as otherwise noted. Unless otherwise indicated, each
person and the members of the group have sole voting and investment power with
respect to the shares shown. As of December 31, 2000 there were 2,483,193 shares
of Common Stock outstanding.
Name and Address Number of Beneficially Percent
Owned Shares of Class
---------------------------------------------------------------------------
Marjorie L. McIntyre 1,755,000 (1)(2) 70.7
2002 Academy
Dallas, TX 75234
Carol M. Long 1,725,750 (1)(2) 69.5
2002 Academy
Dallas, TX 75234
A. Ann Armstrong 1,738,250 (1)(2)(3) 69.6
21500 Armstrong Road
Grass Valley, CA 95949
Neil W. Sargent 148,250 (4) 5.7
9531 E. Chuckwagon Lane
Scottsdale, AZ 85262
Michael E. Cope 30,000 (5) 1.2
3550 Carmel Court
Southlake, TX 76092
Robert D. Graupner 20,000 (6) 0.8
2002 Academy
Dallas, TX 75234
Marcus Hill 3,000 (7) 0.1
2002 Academy
Dallas, TX 75234
Teri James 3,500 (8) 0.1
2002 Academy
Dallas, TX 75234
John Kuykendoll 3,025 (9) 0.1
2002 Academy
Dallas, TX 75234
A group, composed of Mrs. McIntyre 1,755,000 (1)(2)(10) 70.7
(individually), and Ms. Long and
Ms. Armstrong, as Co-Trustees of the
Marjorie McIntyre Trust (the "Trust")
created by instrument dated November
18, 1984 by Marjorie L. McIntyre, as
Settlor
All officers and directors as 1,827,025 (11) 71.5
a group (8 persons)
(1) Includes 1,725,750 shares held by the Trust, which is irrevocable, of which
Ms. Long and Ms. Long's children are co-income beneficiaries; Ms. Long's
descendants are remainder beneficiaries; and Ms. Long and Ms. Armstrong are
co-Trustees. Ms. Long and Ms. Armstrong must act unanimously to vote or dispose
of shares held by the Trust. Disclosures in this Information Statement regarding
the Trust and its holdings are based on information provided to the Company by
the trustees.
7
(2) For purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, Mrs. McIntyre disclaims beneficial ownership of the shares held by Ms.
Armstrong and the Trust, respectively; Ms. Long disclaims beneficial ownership
of the shares held by Mrs. McIntyre, Ms. Armstrong, and the Trust, respectively,
except to the extent of her indirect beneficial interest, as co-beneficiary of
the Trust, in the shares held by the Trust; and Ms. Armstrong disclaims
beneficial ownership of the shares held by Mrs. McIntyre and the Trust,
respectively.
(3) Includes 12,500 shares that Ms. Armstrong has the right to acquire pursuant
to presently exercisable nonqualified stock options.
(4) Includes107,500 shares that Mr. Sargent has the right to acquire pursuant to
presently exercisable incentive stock options.
(5) Includes 30,000 shares that Mr. Cope has the right to acquire pursuant to
presently exercisable incentive stock options.
(6) Includes 20,000 shares that Mr. Graupner has the right to acquire pursuant
to presently exercisable incentive stock options.
(7) Includes 3,000 shares that Mr. Hill has the right to acquire pursuant to
presently exercisable incentive stock options.
(8) Includes 3,500 shares that Ms. James has the right to acquire pursuant to
presently exercisable incentive stock options.
(9) Includes 2,000 shares that Mr. Kuykendoll has the right to acquire pursuant
to presently exercisable incentive stock options.
(10) Ms. Long and Ms. Armstrong, as co-Trustees of the Trust, and Mrs. McIntyre
have informally agreed to consult with one another from time to time to
determine, on a case-by-case basis, whether they will act as a group with
respect to voting or disposing of the shares respectively held by them. See
"Information Concerning the Directors and Executive Officers - Election of
Directors" for a discussion of an agreement relating to the election of
directors to which this Information Statement relates.
(11) Includes 29,300 shares and 42,500 shares that the officers and directors,
respectively, have the right to acquire pursuant to presently exercisable
incentive stock options and nonqualified stock options.
Each share of Common Stock is entitled to one vote on each matter presented to
the stockholders of the Company.
8
A copy of the Company's Annual Report to Stockholders is being mailed to the
stockholders with this Information Statement. The Company's Annual Report to
Stockholders contains financial statements as of September 30, 2000 and 1999 and
for each of the fiscal periods ended September 30, 2000 and 1999.
A copy of the Company's 2000 Annual Report on Form 10-KSB is available to each
stockholder without charge by writing to Shareholder Relations, TM Century,
Inc., 2002 Academy, Dallas, TX 75234.
By Order of the Board of Directors,
/s/ R. David Graupner
-------------------------------------
R. David Graupner
President and Chief Executive Officer
Dallas, Texas
February 10, 2001
9