SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant
Check the appropriate box: [ ]
Preliminary proxy statement
Definitive proxy statement [ ]
Confidential, for use of the Commission only as permitted by Rule 14a-6(e)(2)
Definitive Additional Materials [X]
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Coldwater Creek Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee previously paid 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing party:
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4) Date filed:
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[LOGO OF COLDWATER CREEK]
NOTICE OF RECONVENED ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 31, 2000
To our Stockholders:
The Annual Meeting of Stockholders of COLDWATER CREEK INC. (the "Company"),
called pursuant to the requirements of the Delaware General Corporation Law,
was convened on Saturday, July 15, 2000 at 1:00 p.m. Pacific Daylight Savings
Time at the Company's corporate headquarters in Sandpoint, Idaho, and was
adjourned until Monday, July 31, 2000 at 1:00 p.m. Pacific Daylight Savings
Time to permit dissemination of supplemental proxy materials to the Company's
stockholders (the "Supplemental Proxy Statement"). As announced at the July 15
session of the Annual Meeting, the reconvened Annual Meeting session will be
at the Company's corporate headquarters in Sandpoint, Idaho solely for the
following purposes:
1. To approve an amendment to the Company's amended and restated
certificate of incorporation to increase the number of shares of Common
Stock authorized for issuance thereunder by an additional 45,000,000
shares to a total of 60,000,000 shares of Common Stock; and
2. To act upon such other business as may properly come before the meeting
or any adjournment or postponement thereof.
These matters are more fully described in the Supplemental Proxy Statement
accompanying this Notice.
The Board of Directors has fixed the close of business on May 26, 2000 as
the record date for determining those stockholders who will be entitled to
vote at the Annual Meeting. The record date for the Annual Meeting will remain
the record date for the reconvened Annual Meeting session. The stock transfer
books will not be closed between the record date and the date of the meeting.
Representation of at least a majority of the shares of Common Stock of
Coldwater Creek Inc. entitled to vote, whether present in person or
represented by proxy, is required to constitute a quorum. A quorum was
established when the meeting was originally convened on July 15, 2000. It is
important that your shares be represented at the reconvened Annual Meeting
session. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED SUPPLEMENTAL PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE. Your supplemental proxy may be revoked at any time prior to the time
it is voted.
Please read this supplemental proxy material carefully. Your vote is
important and the Company appreciates your cooperation in considering and
acting on the matters presented.
Very truly yours,
Dennis C. Pence
/s/ Dennis C. Pence
Chairman of the Board of
Directors,
President, Chief Executive
Officer
and Secretary
Sandpoint, Idaho
July 21, 2000
ONE COLDWATER CREEK DRIVE . SANDPOINT, IDAHO 83864
Stockholders Should Read the Entire Supplemental Proxy Statement
Carefully Prior to Returning Their Proxies
SUPPLEMENTAL PROXY STATEMENT
FOR THE RECONVENED
ANNUAL MEETING OF STOCKHOLDERS OF
COLDWATER CREEK INC.
To Be Held July 31, 2000
The Annual Meeting of Stockholders of COLDWATER CREEK INC. ("Coldwater
Creek" or the "Company"), called pursuant to the requirements of the Delaware
General Corporation Law, was convened on Saturday, July 15, 2000 at 1:00 p.m.
Pacific Daylight Savings Time, and was adjourned until Monday, July 31, 2000
at 1:00 p.m. Pacific Daylight Savings Time at the Company's corporate
headquarters in Sandpoint, Idaho to permit dissemination of supplemental proxy
materials to the Company's stockholders (the "Supplemental Proxy Statement").
This Supplemental Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Coldwater Creek of proxies to be
voted at the reconvened session of the Annual Meeting of Stockholders which
will be held at 1:00 p.m. Pacific Daylight Savings Time on July 31, 2000 at
the Company's corporate headquarters in Sandpoint, Idaho 83864 or at any
adjournments or postponements thereof, for the purposes set forth in the
accompanying Notice of Reconvened Annual Meeting of Stockholders. This
Supplemental Proxy Statement and the Supplemental Proxy Card were first mailed
to stockholders on or about July 21, 2000. THIS SUPPLEMENTAL PROXY STATEMENT
AND ACCOMPANYING PINK PROXY CARD (THE "SUPPLEMENTAL PROXY MATERIALS") AMEND
AND MODIFY, AND SHOULD BE READ IN CONJUNCTION WITH, THE COMPANY'S PROXY
STATEMENT DATED MAY 26, 2000 (THE "INITIAL PROXY STATEMENT") THAT WAS MAILED
TO THE COMPANY'S SHAREHOLDERS ON OR ABOUT JUNE 1, 2000. The proposals
described in the Initial Proxy Statement were approved and the nominees for
director described in the Initial Proxy Statement were elected at the July 15,
2000 Annual Meeting session.
VOTING RIGHTS AND SOLICITATION
The close of business on May 26, 2000 was the record date for stockholders
entitled to notice of and to vote at the Annual Meeting. As of that date,
10,371,620 shares of the Company's common stock, $.01 par value per share (the
"Common Stock"), were issued and outstanding. All of the shares of the
Company's Common Stock outstanding on the record date are entitled to vote at
the Annual Meeting, and stockholders of record entitled to vote at the Annual
Meeting will have one (1) vote for each share so held on the matters to be
voted upon.
Shares of the Company's Common Stock represented by proxies in the
accompanying form which are properly executed and returned to Coldwater Creek
will be voted at the reconvened Annual Meeting of Stockholders in accordance
with the stockholders' instructions contained therein. In the absence of
contrary instructions, shares represented by such proxies will be voted FOR
the increase in the number of authorized shares of common stock as described
herein under "Proposal 1 Approval of Amendment of the Amended and Restated
Certificate of Incorporation". Management does not know of any matters to be
presented at this reconvened Annual Meeting other than those set forth in this
Supplemental Proxy Statement and in the Notice accompanying this Supplemental
Proxy Statement. If other matters should properly come before the meeting, the
proxy holders will vote on such matters in accordance with their best
judgment. Any stockholder has the right to revoke his or her proxy at any time
before it is voted by (i) delivering to the Company at its principal executive
office at One Coldwater Creek Drive, Sandpoint, Idaho 83864, Attention: Chief
Financial Officer, a written notice of revocation or duly executed proxy
bearing a later date, or (ii) attending the meeting and voting
in person. Abstentions and broker non-votes will have the effect of votes
against the amendment of the Amended and Restated Certificate of
Incorporation. All votes will be tabulated by the inspector of election
appointed for the meeting, who will separately tabulate affirmative and
negative votes, abstentions and broker non-votes.
The entire cost of soliciting proxies will be borne by Coldwater Creek.
Proxies will be solicited principally through the use of the mails, but, if
deemed desirable, may be solicited personally or by telephone, telegraph or
special letter by officers and regular Coldwater Creek employees for no
additional compensation. Arrangements may be made with brokerage houses and
other custodians, nominees and fiduciaries to send proxies and proxy material
to the beneficial owners of the Company's Common Stock, and such persons may
be reimbursed for their expenses.
PROPOSAL 1
APPROVAL OF AMENDMENT OF
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The present capital structure of the Company authorizes 15,000,000 shares of
Common Stock and 1,000,000 shares of preferred stock each having a par value
of $.01 per share. The Board of Directors believes this capital structure is
inadequate for the present and future needs of the Company. Therefore, the
Board of Directors has unanimously approved the amendment of the Company's
Amended and Restated Certificate of Incorporation (the "Certificate") to
increase the authorized number of shares of Common Stock from 15,000,000
shares to 60,000,000 shares. The Board believes this capital structure more
appropriately reflects the present and future needs of the Company and
recommends such amendment to the Company's stockholders for adoption. The
undesignated preferred stock may be issued from time to time in one or more
series with such rights, preferences and privileges as may be determined by
the Board of Directors. On May 26, 2000, 10,371,620 shares of Common Stock
were outstanding and no shares of preferred stock were outstanding.
Purpose of Authorizing Additional Common Stock
Authorizing an additional 45,000,000 shares of Common Stock would give the
Board of Directors the express authority, without further action of the
stockholders, to issue such Common Stock from time to time as the Board of
Directors deems necessary. The Board of Directors believes it is necessary to
have the ability to issue such additional shares of Common Stock for general
corporate purposes. Potential uses of the additional authorized shares may
include acquisition transactions, equity financings, stock dividends or
distributions, issuance of options without further action by the stockholders,
unless such action was specifically required by applicable law or rules of any
stock exchange on which the Company's securities may then be listed.
The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders depending upon
the exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable
law) in one or more transactions that could make a change in control or
takeover of the Company more difficult. For example, additional shares could
be issued by the Company so as to dilute the stock ownership or voting rights
of persons seeking to obtain control of the Company. Similarly, the issuance
of additional shares to certain persons allied with the Company's management
could have the effect of making it more difficult to remove the Company's
current management by diluting the stock ownership or voting rights of persons
seeking to cause such removal. In addition, an issuance of additional shares
by the Company could have an effect on the potential realizable value of a
stockholder's investment. In the
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absence of a proportionate increase in the Company's earnings and book value,
an increase in the aggregate number of outstanding shares of the Company
caused by the issuance of the additional shares would dilute the earnings per
share and book value per share of all outstanding shares of the Company's
Common Stock. If such factors were reflected in the price per share of Common
Stock, the potential realizable value of a stockholder's investment could be
adversely affected. The Common Stock carries no preemptive rights to purchase
additional shares.
The proposed amendment of the Company's Amended and Restated Certificate of
Incorporation was approved by unanimous written consent of the directors of
the Company in July 2000.
Stockholder Approval
The affirmative vote of a majority of the Company's outstanding voting
shares is required for approval of the amendment of the Company's Certificate
authorizing 45,000,000 additional shares of Common Stock.
Recommendation of the Board of Directors
The Board of Directors recommends a vote FOR the amendment of the Company's
Certificate authorizing 45,000,000 additional shares of Common Stock.
OTHER MATTERS
Management does not know of any matters to be presented at this reconvened
Annual Meeting session other than those set forth herein and in the Notice
accompanying this Supplemental Proxy Statement. If any other matters properly
come before the reconvened Annual Meeting session, it is the intention of the
persons named in the enclosed form of proxy to vote the shares they represent
as the Board of Directors may recommend. Discretionary authority with respect
to such other matters is granted by the execution of the enclosed proxy.
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. YOU ARE, THEREFORE, URGED TO EXECUTE
PROMPTLY AND RETURN THE ACCOMPANYING SUPPLEMENTAL PROXY IN THE ENVELOPE WHICH
HAS BEEN ENCLOSED FOR YOUR CONVENIENCE. Stockholders who are present at the
meeting may revoke their proxies and vote in person or, if they prefer, may
abstain from voting in person and allow their proxies to be voted.
By Order of the Board of Directors,
/s/ Dennis C. Pence
Dennis C. Pence
Secretary
July 21, 2000
Sandpoint, Idaho
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COLDWATER CREEK INC.
PROXY FOR RECONVENED
ANNUAL MEETING OF STOCKHOLDERS
JULY 31, 2000
THIS SUPPLEMENTAL PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of the Reconvened Annual
Meeting of Stockholders to be held on July 31, 2000 and the Supplemental Proxy
Statement and appoints Dennis C. Pence and Donald Robson, and each or either of
them, as Proxies of the undersigned, with full power of substitution, and hereby
authorizes them to represent and to vote, as designated on the reverse side, all
shares of Common Stock of Coldwater Creek Inc.(the "Company") which the
undersigned is entitled to vote, either on his or her own behalf or on behalf of
any entity or entities, at the Reconvened Annual Meeting of Stockholders of the
Company to be held July 31, 2000 at 1:00 p.m. local time and at any adjournment
or postponement thereof.
(Continued and to be marked, dated and signed on other side)
The Board of Directors recommends a vote FOR proposal No. 1. This Supplemental
Proxy, when properly executed, will be voted as specified hereon. This
Supplemental Proxy will be voted FOR proposal No. 1 if no specification is made.
1. To approve the amendment of the Amended and Restated Certificate of
Incorporation
FOR ____ AGAINST ____ ABSTAIN ____
Please sign exactly as your name(s) is
(are) shown on the share certificate to
which the Proxy applies. When shares are
held by joint tenants, both should sign.
When signing as an attorney, executor,
administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Signature: Date:
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PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE