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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
AMENDMENT NO. 1 TO
ANNUAL REPORT ON FORM 10-K/A
PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER: 000-23747
------------------------
GETTY IMAGES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 98-0177556
(State or Jurisdiction of (I.R.S. Employer
Incorporation or Identification No.)
Organization)
2013 FOURTH AVENUE 101 BAYHAM STREET
FOURTH FLOOR LONDON, ENGLAND
SEATTLE, WASHINGTON NW1 0AG
98121
(206) 441-9355 (011 44 171)
544-3456
(Addresses, including zip code, and telephone number,
including area code, of principal executive offices)
------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that registrant
was required to file such reports) and (2) has been subject to such filing
requirements of the past 90 days. Yes X No _
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. __
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $343,948,946 as of April 24, 1998, based upon the
closing price of $23 per share of Getty Images common stock on the Nasdaq
National Market reported on such date. Shares of Common Stock held by each
executive officer and director and by each person who beneficially owns more
than 5% of the outstanding Common Stock have been excluded in that such persons
may under certain circumstances be deemed to be affiliates. This determination
of executive officer and affiliate status is not necessarily a conclusive
determination for other purposes.
As of April 24, 1998, the number of shares of Common Stock outstanding was
30,868,211.
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EXPLANATORY NOTE
This Form 10-K/A amends Items 10, 11, 12 and 13 of the Annual Report on Form
10-K for the year ended December 31, 1997, filed by the Registrant on March 30,
1998. In that report, these items were incorporated by reference from the
Company's proxy statement which was expected to be filed by April 30, 1998.
Since the annual proxy statement will not be finalized by April 30, 1998, Items
10, 11, 12 and 13 of Form 10-K are being filed with the Commission via this Form
10-K/A.
1
GETTY IMAGES, INC.
AMENDMENT NO. 1 TO
ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED DECEMBER 31, 1997
PAGE
-----
PART III
Item 10. Directors and Executive Officers of the Registrant............................................. 3
Item 11. Executive Compensation......................................................................... 8
Item 12. Security Ownership of Certain Beneficial Owners and Management................................. 16
Item 13. Certain Relationships and Related Transactions................................................. 17
2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth certain information about the current directors and
executive officers of Getty Images, Inc., a Delaware corporation ("Getty Images"
or the "Company"):
BUSINESS EXPERIENCE OF DIRECTORS
Set forth below is certain information with respect to each of the directors
of Getty Images:
DIRECTOR
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS SINCE
- ------------------------ --- ----------------------------------------------------------------------- -----------
MARK H. GETTY 37 Mr. Getty has been Co-Chairman and a director since February 1998 and 1998
(Class III) served as Executive Chairman and a director of Getty Communications
plc from April 1996 to February 1998. From March 1995 to April 1996,
Mr. Getty served as the Joint Chairman of Getty Communications plc.
In 1993, Mr. Getty co-founded Getty Investment Holdings LLC
(predecessor to Getty Investments L.L.C.) and from 1993 to 1995,
together with Mr. Klein, formulated and implemented its strategy.
From 1991 to 1993, Mr. Getty worked at Hambros Bank Limited. Mr.
Getty serves on the board of directors of The Conservation
Corporation, in addition to several other organizations and is
Chairman of Getty Investments L.L.C.
MARK TORRANCE 51 Mr. Torrance has been Co-Chairman and a director since February 1998. 1998
(Class III) Mr. Torrance founded PhotoDisc, Inc. in 1992 and served as its
Chairman of the Board and Chief Executive Officer from 1992 to
February 1998. Prior to founding PhotoDisc, Mr. Torrance served as
President of Muzak, Inc. from 1985 to 1987, and as President of Yesco
from 1972 to 1985, both of which are foreground music distribution
companies.
JONATHAN D. KLEIN 37 Mr. Klein has been Chief Executive Officer and a director since 1998
(Class III) February 1998 and served as Chief Executive Officer and a director of
Getty Communications plc from April 1996 to February 1998. From March
1995 to April 1996, Mr. Klein served as the Joint Chairman of Getty
Communications plc. In 1993, Mr. Klein co-founded Getty Investment
Holdings LLC and, from 1993 to 1995, together with Mr. Getty,
formulated and implemented its strategy. From 1983 to 1993, Mr. Klein
held various positions at Hambros Bank Limited and was a director
from 1989 to 1998. Mr. Klein serves on the board of directors of The
Conservation Corporation and Getty Investments L.L.C., in addition to
several other organizations.
3
DIRECTOR
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS SINCE
- ------------------------ --- ----------------------------------------------------------------------- -----------
JAMES N. BAILEY 51 Mr. Bailey has been a director since February 1998 and served as a 1998
(Class I) director of Getty Communications plc from September 1996 to February
1998. Mr. Bailey is a founder of Cambridge Associates, Inc., an
investment consulting firm, and has served as its President since its
formation in May 1973. He also serves on the board of directors of
The Plymouth Rock Company, SAB Company Inc., Direct Response
Corporation, Coolidge Investment Company Inc., South Eastern Capital
Corporation and a number of not-for-profit organizations, including
the New England Medical Center, Inc. and the New England Aquarium.
MANNY FERNANDEZ 51 Mr. Fernandez has been a director since February 1998 and served as a 1998
(Class II) director of Getty Communications plc from February 1997 to February
1998. Mr. Fernandez is Chairman of the Board of Gartner Group, Inc.,
an independent provider of research and analysis on the computer
hardware, software, communications and related information technology
industries. Mr. Fernandez has been Chief Executive Officer of Gartner
Group, Inc. since April 1991. Prior to joining Gartner Group, Inc.,
Mr. Fernandez was President and Chief Executive of Dataquests Inc.,
Gavilan Computer Corporation and Zilog, Incorporated. Mr. Fernandez
is a director of Brunswick Corporation.
ANDREW GARB 55 Mr. Garb has been a director since February 1998, and served as a 1998
(Class I) director of Getty Communications plc from May 1996 to February 1998.
Mr. Garb also has served as a director of Getty Investments L.L.C.
and its predecessor, Getty Investment Holdings LLC, since 1993. Mr.
Garb is a partner in Loeb & Loeb, L.L.P., a U.S. based law firm, and
was the firm's Managing Partner from 1986 to 1992. Getty
Communications plc has retained, and Getty Images may retain during
the current fiscal year, Loeb & Loeb, L.L.P. from time to time.
CHRISTOPHER H. SPORBORG 58 Mr. Sporborg has been a director since February 1998 and served as a 1998
(Class II) director of Getty Communications plc from May 1996 to February 1998.
From its inception in 1993 until April 1996, he served as a Chairman
of Getty Investment Holdings LLC. Mr. Sporborg has held various
positions at Hambros Bank Limited since 1962, becoming Deputy
Chairman of Hambros PLC in 1990. Among other positions, Mr. Sporborg
is Chairman of Hambros Countrywide PLC, Hambros Insurance Services
Group PLC and Atlas Copco PLC; Deputy Chairman of CE Heath PLC; and a
director of Trade Indemnity PLC.
4
DIRECTOR
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS SINCE
- ------------------------ --- ----------------------------------------------------------------------- -----------
ANTHONY STONE 65 Mr. Stone has been a director since February 1998 and served as a 1998
(Class I) director of Getty Communications plc from March 1995 to February
1998. Mr. Stone, the founder of Tony Stone Images, served as Chairman
and Managing Director of Tony Stone Images from 1969 to 1992. From
1992 until the acquisition of Tony Stone Images by Getty
Communications plc in March 1995, he served as its Chairman.
Except as set forth above, none of the directors holds a directorship in any
company with a class of securities registered pursuant to Section 12 of the
Exchange Act, or subject to the requirements of Section 15(d) of the Securities
and Exchange Act, as amended (the "Exchange Act"), or any company registered as
an investment company under the Investment Company Act of 1940, as amended.
The Company's Board of Directors is currently composed of eight members,
divided into three classes, designated Class I, Class II and Class III, each
having a term of three years. Pursuant to the terms of the Company's Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation"), the
term of Class I directors will terminate on the date of the 1998 Annual Meeting
of the Stockholders. The terms of the Class II and Class III directors will
terminate on the date of the Annual Meeting of the Stockholders in 1999 and
2000, respectively.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held ten regular meetings during 1997. Each member of
the Board of Directors attended at least 50% of the aggregate number of meetings
of the Board of Directors and the committees of which he was a member during the
last year.
The Company has an Audit Committee that consists of Messrs. Bailey, Garb and
Sporborg. The Audit Committee reviews the internal control of the Company and
reviews the services performed and to be performed by the independent auditors
of the Company during the year. The members of the Audit Committee also meet
regularly with the independent auditors to review the scope and results of the
annual audit. The Audit Committee met twice during 1997.
The Company also has a Compensation Committee that consists of Messrs.
Bailey, Garb and Sporborg. The Compensation Committee reviews the compensation
of the officers of the Company, including executive bonus plan allocations, and
was responsible for the administration of the Getty Communications Executive
Share Option Plan and is responsible for the administration for the Getty
Images, Inc. 1998 Stock Incentive Plan. The Compensation Committee met once
during 1997.
BUSINESS EXPERIENCE OF OTHER EXECUTIVE OFFICERS
Set forth below is certain information with respect to other executive
officers of Getty Images:
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- ------------------------- --- --------------------------------------------------------------------------------
LAWRENCE J. GOULD 39 Mr. Gould has been the Chief Financial Officer and Senior Vice President,
Finance since February 1998 and served as the Chief Financial Officer of Getty
Communications plc from March 1995 to February 1996. From 1990 to March 1995,
Mr. Gould served as the Finance Director of Tony Stone Images. From 1981 to
1990, Mr. Gould held several positions at Coopers & Lybrand, in both its audit
and corporate finance departments.
5
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- ------------------------- --- --------------------------------------------------------------------------------
NICHOLAS EVANS-LOMBE 31 Mr. Evans-Lombe has been Senior Vice President, Strategy and Corporate
Development since February 1998 and served as the Director of Strategy and
Corporate Development of Getty Communications plc from 1997 to February 1998.
Prior to joining Getty Communications plc in 1996, Mr. Evans-Lombe held
various positions in the corporate finance division at Hambros Bank Limited
from 1989 to December 1995. At Getty Communications plc and the Company, he
has been involved with strategy and development and the management of the
licensee network.
WILLIAM HESTON 38 Mr. Heston has been Senior Vice President, Head of Getty Images On-Line Group
since February 1998 and served as Senior Vice President, Business Development
of PhotoDisc, Inc. from June 1997 to February 1998. Mr. Heston also served as
a director of PhotoDisc, Inc. from February 1994 to August 1996, and as its
Vice President, Business Development from April 1994 to June 1997. From
January 1993 until April 1994, Mr. Heston was a consultant to PhotoDisc, Inc.
From September 1985 to December 1992, Mr. Heston was a general partner of The
Phoenix Partners, a venture capital firm.
HEATHER B. REDMAN 33 Ms. Redman has been Senior Vice President, General Counsel and Secretary since
February 1998 and served as General Counsel to PhotoDisc, Inc. from June 1996
to February 1998, its Vice President from July 1997 to February 1998 and its
Secretary from August 1996 to February 1998. Prior to joining PhotoDisc, Inc.,
Ms. Redman was associated with the law firm of Heller Ehrman White & McAuliffe
from November 1991 until June 1996.
DON P. SMITH 37 Mr. Smith has been Senior Vice President, Services since February 1998 and
served as Group Services Director of Getty Communications plc from February
1997 to February 1998. From 1995 to January 1997, he was Divisional Managing
Director of Wace Corporate Imaging. From 1988 to 1995, Mr. Smith worked in a
number of production roles at RR Donnelley before being appointed Divisional
Director.
WARWICK WOODHOUSE 46 Mr. Woodhouse has been Senior Vice President, Planning since February 1998 and
served as Group Planning Director of Getty Communications plc from October
1996 to February 1998. Prior to joining Getty Communications plc, Mr.
Woodhouse had gained extensive international experience in organizational
design and the management of change, customer service and strategic
development. From 1996 until October 1996, Mr. Woodhouse was Executive
Director of Strategic Development of Rennies Travel Pty, a travel and
travel-related services company. During 1995, he was an Associate Partner at
PA Consulting Group, a London-based international management consulting firm.
From 1990 to 1995, Mr. Woodhouse held various executive positions at The
Thomas Cook Group Ltd., a travel and travel-related services company.
6
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- ------------------------- --- --------------------------------------------------------------------------------
MICHEL G. BERNARD 61 Mr. Bernard has been Managing Director, Gamma Liaison since 1997, following the
acquisition of Liaison Agency by Getty Communications plc. Mr. Bernard founded
Liaison Agency in New York in 1966. From 1966 to 1997, Mr. Bernard was
President of Liaison Agency, and was responsible for the development of Gamma
Liaison into one of the leading news and reportage agencies in North America.
Prior to 1966, Mr. Bernard was the U.S. correspondent for various French
newspapers and broadcasting companies.
ANDREW DUNCOMB 31 Mr. Duncomb has been President, Tony Stone Images/Hulton Getty Americas since
1997. Mr. Duncomb joined Tony Stone Images in 1990 and became Vice President
of Sales at Tony Stone Images/New York in 1994 before returning to London in
1995 to manage Getty Communications plc's network of licensees throughout
Europe, Australia and Japan. In 1996, he became Managing Director of Getty
Communications plc's newly acquired footage division in North America.
JAN ROSS 46 Ms. Ross has been Chief Executive Officer, Energy Film Library since July 1997.
Ms. Ross co-founded Energy Film Library in 1974, serving as its Chief
Executive Officer since 1993, which was acquired by Getty Communications in
1997.
STEPHEN B. WARSHAW 49 Mr. Warshaw has been Managing Director, Tony Stone Images and Hulton Getty since
October 1997. From 1990 until October 1997, he held various divisional Chief
Executive positions at Reed Elsevier plc. Prior to 1990, Mr. Warshaw held
Divisional Managing Director positions at William Collins plc and Oxford
University Press.
ROBERT J. CHAMBERLAIN 44 Mr. Chamberlain has been Co-President, PhotoDisc, Inc. since February 1998 and
served as its Chief Financial Officer and Senior Vice President, Finance from
May 1997 to February 1998. Prior to joining PhotoDisc, Inc., Mr. Chamberlain
served as Executive Vice President and Chief Financial Officer of Midcom
Communications, Inc., a telecommunications reseller, from January 1996 to May
1997. From January 1992 to December 1995, Mr. Chamberlain was Vice President
of Finance and Operations and Chief Financial Officer for ElseWare
Corporation, a font technology software developer.
SALLY VON BARGEN 49 Ms. von Bargen has been Co-President, PhotoDisc, Inc. since February 1998 and
served as its Senior Vice President of Sales and Service from March 1997 to
February 1998. Ms. von Bargen served as a director of PhotoDisc, Inc. from
1992 to August 1996, and as an advisor and consultant to the Chief Executive
Officer and President from September 1995 to March 1997. She was also a senior
management consultant with Satellite Market Resources from September 1992 to
November 1996 and a Seattle public school teacher from September 1993 to June
1994.
STEPHEN M. POWELL 45 Mr. Powell has been Chief Executive Officer, Allsport Photographic plc since
February 1998. Mr. Powell helped establish Allsport Photographic plc in 1971,
which was acquired by Getty Images in February 1998.
7
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND OTHER COMPENSATION
The following table sets forth certain information regarding compensation
paid or earned for all services rendered to Getty Communications plc ("Getty
Communications"), predecessor to Getty Images, in all capacities during the
fiscal years ended December 31, 1997, 1996 and 1995, respectively, by Getty
Images' chief executive officer and the four other most highly compensated
executive officers of Getty Images whose total annual salary and bonus exceeded
$100,000, based on salary and bonuses earned during the fiscal years ended
December 31, 1997, 1996 and 1995, respectively, (collectively, the "Named
Executive Officers"):
SUMMARY COMPENSATION TABLE(1)
LONG TERM
COMPENSATION
-------------
ANNUAL COMPENSATION SECURITIES
----------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR(2) SALARY(3) BONUS(3)(4) OPTIONS(#)(5) COMPENSATION(6)
- ---------------------------------------------- ----------- ---------- ----------- ------------- ----------------
Jonathan D. Klein ............................ 1997 $ 228,677 -- -- $ 16,573(7)
Chief Executive Officer 1996 187,206 $ 20,288 923,985
1995 72,990 -- --
Mark H. Getty ................................ 1997 228,677 -- -- 13,965(8)
Chairman of the Board 1996 187,206 20,288 923,985
1995 72,990 -- --
Lawrence J. Gould ............................ 1997 134,185 -- -- 21,462(9)
Senior Vice President, Finance 1996 128,750 16,737 36,250
1995 89,349 16,037 --
Warwick Woodhouse ............................ 1997 114,177 83,584(10) 30,500 13,180(11)
Senior Vice President, Planning 1996 21,390 -- --
1995 -- -- --
Don P. Smith ................................. 1997 112,674 32,778 30,500 27,707(12)
Senior Vice President, Services 1996 -- -- --
1995 -- -- --
- ------------------------------
(1) The cash compensation paid to the Named Executive Officers was paid in
pounds sterling and has been translated into U.S. dollars on an annual
basis. The exchange rates in U.S. dollars per pound sterling based on the
average of the noon buying rate in the City of New York for cable transfers
in pounds sterling as certified for customs purposes by the Federal Reserve
Bank of New York in effect on each day for the years ended December 31,
1997, 1996 and 1995 were $1.64, $1.56 and $1.58, respectively.
(2) Getty Communications, predecessor to the Company, became a reporting company
under the Securities Exchange Act of 1934, as amended, on July 2, 1996.
(3) The Salary and Bonus information included herein relates to salaries and
bonuses paid to Messrs. Klein, Getty, Gould, Woodhouse, and Smith as
employees of Getty Communications.
(4) The amounts disclosed in the Bonus column were all awarded under the Getty
Communications plc Executive Bonus Plan.
(5) The Securities Underlying Options information reflects options over common
stock, par value $0.01 per share (the "Common Stock"), of Getty Images.
These options were granted over Getty Communications Class A ordinary shares
pursuant to the Getty Communications plc Executive Share Option Plan.
Pursuant to such share option plan, such options are immediately exercisable
until May 17, 1998. As an alternative to exercising such options, the
optionholders may elect to exchange their options for new options over
Common Stock. The new options will be over one share of Common Stock for
each two Getty Communications Class A ordinary shares under option prior to
the exchange, with the exercise price for each share of Common Stock being
the aggregate of the option price for the two Getty Communications Class A
ordinary shares formerly under option. The new options will be deemed to be
vested with respect to 25% one year from the date of grant and the remainder
will vest ratably on the first of each month for the next three years
therafter. Messrs. Klein and Getty have agreed to exchange their options to
new options over Common Stock.
(6) The amounts disclosed in this column include Company contributions under the
Company's pension plan and other miscellaneous benefits as described in the
footnotes below, for the Company's most recent fiscal year.
8
(7) Represents $1,850 for permanent health insurance, $12,115 for car allowance,
$2,280 for fuel expenses and $328 for mobile phone expenses.
(8) Represents $11,357 for car allowance, $2,280 for fuel expenses and $328 for
mobile phone expenses.
(9) Represents $19,793 for company pension contributions, $1,172 for permanent
health insurance, $169 for life assurance and $328 for mobile phone
expenses.
(10) The amount reflects bonuses of $42,611 paid in 1997 and $40,973 earned in
1997, but paid in 1998.
(11) Represents $11,756 for company pension contributions, $341 for private
medical insurance, $755 for life assurance and $328 for mobile phone
expenses.
(12) Represents $11,336 for company pension contributions, $328 for mobile phone
expenses, $11,800 for accommodation expenses and $4,243 for relocation
expenses.
9
1997 STOCK OPTION GRANTS
The following table sets forth certain information concerning options
granted during 1997 to the Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------------------------------------- ANNUAL RATES OF STOCK
NUMBER OF PRICE APPRECIATION FOR
SECURITIES PERCENT OF TOTAL OPTION TERM(1)
UNDERLYING OPTIONS GRANTED ----------------------
OPTIONS TO EMPLOYEES IN EXERCISE PRICE EXPIRATION ASSUMED ASSUMED
NAME GRANTED(2) FISCAL YEAR PER SHARE DATE RATE 5% RATE 10%
- --------------------------------- ----------- ----------------- --------------- ----------- ---------- ----------
Warwick Woodhouse................ 15,250 7% $ 13.62 5/15/04 $ 130,625 $ 331,028
15,250 7 21.94 5/15/04 3,745 204,148
Don P. Smith..................... 15,250 7 13.62 5/15/04 130,625 331,028
15,250 7 21.94 5/15/04 3,745 204,148
- ------------------------
(1) The potential gain is calculated from the closing price of Common Stock on
the dates of grant to executive officers. These amounts represent certain
assumed rates of appreciation only. Actual gains, if any, on stock option
exercises and Common Stock holdings are dependent on the future performance
of the Common Stock and overall market conditions.
(2) The Number of Securities Underlying Options Granted information reflects
options over Common Stock. These options were granted over Getty
Communications Class A ordinary shares pursuant to the Getty Communications
plc Executive Share Option Plan. Pursuant to such share option plan, such
options are immediately exercisable until May 17, 1998. As an alternative to
exercising such options, the optionholders may elect to exchange their
options for new options over Common Stock. The new options will be over one
share of Common Stock for each two Getty Communications Class A ordinary
shares under option prior to the exchange, with the exercise price for each
share of Common Stock being the aggregate of the option price for the two
Getty Communications Class A ordinary shares formerly under option. The new
options will be deemed to be vested with respect to 25% one year from the
date of grant and the remainder will vest ratably on the first of each month
for the next three years thereafter. The new options will expire 10 years
after the date of grant, which will be May 15, 2007.
1996 STOCK OPTION GRANTS
The following table sets forth certain information concerning options
granted during 1996 to the Named Executive Officers:
OPTION GRANTS IN 1996
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
--------------------------------------------- AT ASSUMED ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE APPRECIATION
SECURITIES TOTAL OPTIONS FOR OPTION TERM(1)
UNDERLYING GRANTED TO --------------------------
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION ASSUMED RATE ASSUMED RATE
NAME GRANTED(2) FISCAL YEAR PER SHARE DATE 5% 10%
- ----------------------------- ----------- --------------- --------------- ----------- ------------ ------------
Jonathan D. Klein............ 615,990 29.7% $ 10.00 7/2/07 $ 3,873,928 $ 9,817,294
307,995 14.9 16.10 7/2/07 58,195 3,029,878
Mark H. Getty................ 615,990 29.7 10.00 7/2/03 3,873,928 9,817,294
307,995 14.9 16.10 7/2/03 58,195 3,029,878
Lawrence J. Gould............ 18,125 * 10.00 7/2/03 113,987 288,866
18,125 * 16.10 7/2/03 3,425 178,303
- ------------------------
* Less than 1%
(1) The potential gain is calculated from the closing price of Common Stock on
the dates of grant to executive officers. These amounts represent certain
assumed rates of appreciation only. Actual gains, if any, on stock option
exercises and Common Stock holdings are dependent on the future performance
of the Common Stock and overall market conditions.
10
(2) The Number of Securities Underlying Options Granted information reflects
options over Common Stock. These options were granted over Getty
Communications Class A ordinary shares pursuant to the Getty Communications
plc Executive Share Option Plan. Pursuant to such share option plan, such
options are immediately exercisable until May 17, 1998. As an alternative to
exercising such options, the optionholders may elect to exchange their
options for new options over Common Stock. The new options will be over one
share of Common Stock for each two Getty Communications Class A ordinary
shares under option prior to the exchange, with the exercise price for each
share of Common Stock being the aggregate of the option price for the two
Getty Communications Class A ordinary shares formerly under option. The new
options will be deemed to be vested with respect to 25% one year from the
date of grant and the remainder will vest ratably on the first of each month
for the next three years thereafter. The new options will expire 10 years
after the date of grant, which will be July 2, 2006.
AGGREGATE OPTION EXERCISES IN 1997 AND VALUES AT YEAR-END 1997
The following table sets forth information regarding the number and
aggregate dollar value of unexercised options held as of December 31, 1997:
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1997 DECEMBER 31, 1997(2)
-------------------------- --------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
Jonathan D. Klein......................................... 61,599 862,386 $ (75,459) $ 2,625,657
Mark H. Getty............................................. 61,599 862,386 (75,459) 2,625,657
Lawrence J. Gould......................................... 3,625 32,625 (4,441) 70,597
Warwick Woodhouse......................................... -- 30,500 -- (88,603)
Don P. Smith.............................................. -- 30,500 -- (88,603)
- ------------------------
(1) None of the Named Executive Officers exercised options to purchase stock of
Getty Communications in 1997.
(2) Values are calculated for options that are "in-the-money" by subtracting the
exercise price per share of the option from the per share closing price of
Getty Communications on December 31, 1997, which was $14.875.
AGGREGATE OPTION EXERCISES IN 1996 AND VALUES AT YEAR-END 1996
The following table sets forth information regarding the number and
aggregate dollar value of unexercised options held as of December 31, 1996:
AGGREGATE OPTION EXERCISES IN FISCAL YEAR 1996
AND FISCAL YEAR-END OPTION VALUES(1)
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1996 DECEMBER 31, 1996(2)
------------------------------ ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------- ------------- ------------- -------------
Jonathan D. Klein......................................... -- 923,985 $ -- $ 2,741,156
Mark H. Getty............................................. -- 923,985 -- 2,741,156
Lawrence J. Gould......................................... -- 36,250 -- 70,688
Warwick Woodhouse......................................... -- -- -- --
Don P. Smith.............................................. -- -- -- --
- ------------------------------
(1) None of the Named Executive Officers exercised options to purchase stock of
Getty Communications in 1996.
(2) Values are calculated for options that are "in-the-money" by subtracting the
exercise price per share of the option from the per share closing price of
Getty Communications on December 31, 1996, which was $15.00.
11
EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
AGREEMENTS WITH JONATHAN D. KLEIN. As of February 9, 1998 (the "Effective
Date"), both Getty Images and Getty Communications entered into employment
agreements with Jonathan D. Klein, pursuant to which Mr. Klein has agreed to
serve as the Chief Executive Officer of the Getty Images Group. Mr. Klein's
agreement with Getty Images Group related to his services to be performed for
the Getty Images Group outside of the United Kingdom and his agreement with
Getty Communications relates to his services to be performed for the Getty
Images Group in the United Kingdom. Each of the employment agreements with Mr.
Klein is for a term commencing on February 9, 1998 and continuing until either
party provides the other with at least twelve months' notice of its intent not
to renew the agreement, provided that neither party may provide the other with a
notice of termination to terminate either agreement prior to the third
anniversary of the effective date of the agreements.
During the term of the agreements, Mr. Klein will receive the aggregate
amount of $325,000 as base salary (as may be increased from time to time) and
will participate in a bonus plan pursuant to which he will have the opportunity
to earn up to 60% of his base salary as a bonus in each calendar year during the
term. Mr. Klein's employment agreement also provides him with certain other
benefits and perquisites, such as a supplemental pension program, a company car
and reimbursement of expenses associated therewith, and certain other welfare
and fringe benefits.
In addition, pursuant to his employment agreements, Mr. Klein was granted an
option to purchase 75,000 shares of Common Stock at an exercise price equal to
the fair market value of such stock on the Effective Date, which was $20.91 per
share, which option will vest in full on February 1, 1999, and an additional
option to purchase 500,000 shares of Common Stock, at an exercise price equal to
the fair market value of Common Stock on the Effective Date, which option will
vest as to 25% on February 1, 1999 and the remainder will vest ratably on the
first day of each month thereafter over the following three years.
In the event that Mr. Klein is terminated without "cause" or "disability" or
resigns for "good reason" (as each such term is defined in his employment
agreement), he will receive (in addition to amounts accrued and unpaid) a lump
sum payment in an amount equal to his base salary, maximum bonus and
supplemental pension contributions for the remainder of the term of the
agreement. In the event of a change in control of Getty Images (as defined in
the Getty Images, Inc. 1998 Stock Incentive Plan (the "Stock Incentive Plan")),
Mr. Klein will have the right to resign his employment and receive a lump sum
payment in an amount equal to his base salary, maximum bonus and supplemental
pension contributions for the remainder of the term of the agreement. In either
of these circumstances, Mr. Klein and his eligible dependents will continue to
participate in the Company's medical benefit plans for the longer of two years
following the termination or resignation, as the case may be, and the remainder
of the term. In the event that any of the payments to be made to Mr. Klein would
constitute "excess parachute payments" within the meaning of Section 280G of the
U.S. Internal Revenue Code of 1986, as amended (the "Code"), the aggregate
amount of his parachute payments will be reduced to $1.00 less than three times
Mr. Klein's "base amount" (as defined under Section 280G of the Code).
AGREEMENT WITH MARK H. GETTY. As of the Effective Date, Getty Communications
entered into an employment agreement with Mark H. Getty, pursuant to which Mr.
Getty has agreed to serve as the Co-Chairman of the Board of Directors of Getty
Images for a term commencing on February 9, 1998 and continuing until either
party provides the other with at least twelve month's notice of its intent not
to renew the agreement, provided that neither party may provide the other with a
notice of termination to terminate the agreement prior to the third anniversary
of the effective date of the agreement.
During the term of the agreement, Mr. Getty will receive a base salary of
$275,000 (as may be increased from time to time) and will participate in a bonus
plan pursuant to which he will have the opportunity to earn up to 50% of his
base salary as a bonus in each calendar year during the term. Mr. Getty's
employment agreement also provides him with certain other benefits and
perquisites, such as a
12
supplemental pension program, a company car and reimbursement of expenses
associated therewith, and certain other welfare and fringe benefits.
In addition, pursuant to his employment agreement, Mr. Getty was granted an
option to purchase 75,000 shares of Common Stock at an exercise price equal to
the fair market value of such stock on the Effective Date, which was $20.91 per
share, which option will vest in full on February 1, 1999, and an additional
option to purchase 500,000 shares of Common Stock, at an exercise price equal to
the fair market value of Common Stock on the Effective Date, which option will
vest as to 25% on February 1, 1999 and the remainder will vest ratably on the
first day of each month thereafter over the following three years.
In the event that Mr. Getty is terminated without "cause" or "disability" or
resigns for "good reason" (as each such term is defined in his employment
agreement), he will receive (in addition to amounts accrued and unpaid) a lump
sum payment in an amount equal to his base salary, maximum bonus and
supplemental pension contributions for the remainder of the term of the
agreement. In the event of a change in control of Getty Images (as defined in
the Stock Incentive Plan), Mr. Getty will have the right to resign his
employment and receive a lump sum payment in an amount equal to his base salary,
maximum bonus and supplemental pension contributions for the remainder of the
term of the agreement. In either of these circumstances, Mr. Getty and his
eligible dependents will continue to participate in the Company's medical
benefit plans for the longer of two years following the termination or
resignation, as the case may be, and the remainder of the term. In the event
that any of the payments to be made to Mr. Getty would constitute "excess
parachute payments" within the meaning of Section 280G of the Code, the
aggregate amount of his parachute payments will be reduced to $1.00 less than
three times Mr. Getty's "base amount" (as defined under Section 280G of the
Code).
COMPENSATION OF DIRECTORS
Members of the Board of Directors did not receive any cash compensation in
connection with their service on the Board or any committee thereof during 1997,
1996 or 1995. Directors are reimbursed for their reasonable out-of-pocket
expenses incurred in connection with attendance at meetings of the Board of
Directors or any committee thereof. During 1997, Mr. Fernandez received an
option to purchase 10,000 shares of the Common Stock at an exercise price equal
to the market price of the Common Stock on the date of the grant, and another
option with respect to 10,000 shares at a higher premium exercise price,
pursuant to the Getty Communications plc Executive Share Option Plan.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR 1997 AND
1996
COMPENSATION COMMITTEE GOVERNANCE. The Compensation Committee of Getty
Communications plc was composed, in 1997, of the five directors listed below,
and in 1996, of Messrs. Sporborg, Garb, Getty and Klein. Messrs. Getty and Klein
absented themselves from Compensation Committee meetings when their own
compensation was being discussed, and in the event of a tie vote, the chairman
of the Committee had the deciding vote. The Compensation Committee is
responsible for the general compensation policies of the Company, and in
particular is responsible for setting and administering the policies that govern
executive compensation and administering the Company's equity-based employee
compensation benefit plans. The Compensation Committee evaluates the performance
of management and determines the compensation levels for all executive officers.
After the consummation of the transactions (the "Transactions") contemplated by
the Merger Agreement dated as of September 15, 1997 among Getty Images, Getty
Communications, PhotoDisc, Inc. ("PhotoDisc"), and Print Merger, Inc., a wholly
owned subsidiary of Getty Images, Getty Images established a Compensation
Committee with Messrs. Bailey, Garb and Sporborg as its initial members.
COMPENSATION POLICIES. The primary objectives of the Company's compensation
policies and programs are (i) to attract and retain key executives, (ii) to
reward performance by the executives which
13
benefits the stockholders of Getty Images (the "Stockholders") and (iii) to
align the financial interests of the company's executive officers directly with
those of the Stockholders. The primary elements of executive officer
compensation are base salary, annual cash bonuses, and stock option grants. The
salary is based on factors such as related experience, level of responsibility,
and comparison to similar positions in comparable companies. The annual cash
bonuses are based on the Company's performance measured against attainment of
financial and other objectives, and on individual performance. Stock option
grants are intended to align the executive officer's interest with those of the
Stockholders, and are determined based on the executive officer's level of
responsibility, number of options or shares previously granted, and
contributions toward achieving the goals and objectives of the Company.
Additional information on each of these compensation elements follows.
- SALARIES. Base salaries for the executive officers are based on
performance of the individual, increases in responsibility and salaries
for similar positions. Comparisons are made to the total compensation
packages of companies in the media and other related industries that are
comparable in size and structure. Base salaries are generally in the range
of median base salaries paid by such comparable companies to employees
having duties and responsibilities similar to those of the executive
officers.
- EXECUTIVE BONUS PLAN. Annual bonuses are awarded on a discretionary basis
and reflect both Company and individual performance. The Compensation
Committee considers numerous qualitative and quantitative factors in
determining these bonus awards, including individual performance,
corporate and segment revenue and profit goals, performance and
compensation levels of comparable companies.
- OPTION GRANTS. Stock options are an integral part of each executive
officer's compensation and are utilized by the Company to provide an
incentive to the officer, and to align the interests of the executive with
those of the Stockholders by providing him with a financial interest in
the Company. Options granted by the Compensation Committee under the Getty
Communications plc Executive Share Option Plan (the "Share Option Plan")
are made at fair market value on the date of the grant, vest over a period
of five years, at a rate of 20% per year, and expire after seven years.
Such options are not exercisable for three years after the date of the
grant. In addition, executive officers were granted premium options at an
exercise price based on an assumed 10% return on investment compounded
over five years. The premium options vest over a period of five years, at
a rate of 20% per year, and expire after seven years. In making grants,
the Compensation Committee takes into account the executive officer's
contributions to the Company, scope of responsibilities, salary and the
number of options previously granted. The executive officers were granted
a significant number of options in 1996, as the Compensation Committee
sought to implement its overall strategy of aligning the financial
interests of the executive officers with those of the Stockholders. The
options granted in 1997 and 1996 were granted pursuant to the Share Option
Plan. Upon the consummation of the Transactions and pursuant to the Share
Option Plan, such options became immediately exercisable until May 17,
1998. As an alternative to exercising such options, the optionholders may
elect to exchange their options over Getty Communications Class A ordinary
shares to new options over Common Stock, with the exercise price for each
share of Common Stock being the aggregate of the option price for the two
Getty Communications Class A ordinary shares formerly under option. The
new options will be deemed to be vested with respect to 25% one year from
the date of grant and the remainder will vest ratably on the first of each
month for the next three years thereafter. Any future options granted by
Getty Images will be granted under, and governed by, the Getty Images,
Inc. 1998 Stock Incentive Plan, which was adopted by the Company in
connection with the Transactions.
14
SECTION 162(m). As a foreign corporation, Section 162(m) of the Code was
not applicable to Getty Communications in 1997 and 1996. Furthermore, even if
the Company was a U.S. taxpayer, it would not have had any compensation paid
disallowed under Section 162(m) of the Code
COMPENSATION COMMITTEE
Christopher H. Sporborg (Chairman)
James N. Bailey
Andrew S. Garb
Mark H. Getty
Jonathan D. Klein
PERFORMANCE GRAPH
Set forth below is a graph comparing cumulative total stockholder returns on
the Common Stock, the Nasdaq Stock Market Index of U.S. Companies (the "Nasdaq
Market Index") and the S & P Photography/ Imaging Index (the "Image Index"). The
graph assumes the $100 was invested on July 2, 1996 (the date of Getty
Communications' initial public offering) in Getty Images (using Getty
Communications initial offering price of $10.00 per share), and no payment or
reinvestment of dividends, and is rounded to the nearest whole dollar. The stock
price performance on the following graph is not necessarily indicative of future
stock price performance.
[CHART]
MEASUREMENT POINT GETTY IMAGES NASDAQ MARKET INDEX IMAGE INDEX
- ------------------ --------------- ----------------------- -------------
7/2/96 $ 100 $ 100 $ 100
12/31/96 150 108 104
12/31/97 149 132 80
4/24/98 230 157 91
15
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of April 24, 1998, with
respect to directors, certain employees of the Company and each person who is
known by the Company to own beneficially more than 5% of the shares of its
Common Stock, and with respect to shares of Common Stock owned beneficially by
all directors and executive officers of the Company as a group:
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP OF COMMON SHARES AS OF
NAMES APRIL 24, 1998(1) PERCENT OF CLASS
- -------------------------------------------------------------- -------------------------------- -----------------
Mark H. Getty................................................. 1,065,345(2) 3.4%
Mark Torrance................................................. 5,328,179(3) 17.3
Jonathan D. Klein............................................. 1,065,795(4) 3.4
James N. Bailey............................................... 0 *
Manny Fernandez............................................... 4,792(5) *
Andrew Garb................................................... 10,000 *
Christopher H. Sporborg....................................... 800 *
Anthony Stone................................................. 130,019 *
Lawrence J. Gould............................................. 155,035(6) *
Don P. Smith.................................................. 0 *
Warwick Woodhouse............................................. 15,450(7) *
Getty Investments L.L.C....................................... 8,040,690(8) 26.0
PDI, L.L.C.................................................... 5,294,581(9) 17.2
Wade Torrance................................................. 2,223,224(10) 7.2
All Executive Officers and Directors as a group (21
persons)..................................................... 9,178,898(11) 28.6
- ------------------------------
* Less than 1%
(1) Beneficial ownership represents sole voting and investment power and is
defined by the Securities and Exchange Commission (the "Commission") to
mean generally the power to vote or dispose of securities, regardless of
economic interest. Getty Images had 30,868,211 shares of Common Stock
outstanding as of April 24, 1998. To the Company's knowledge, the only
stockholders who beneficially owned more than 5% of the outstanding common
shares as of April 24, 1998, were Mr. Torrance, Ms. Torrance, PDI, L.L.C.
and Getty Investments L.L.C.
(2) Includes 442,743 shares of Common Stock issuable upon exercise of
outstanding options and 622,602 shares held by the October 1993 Trust, a
trust established by Mr. Mark Getty of which he and his immediate family
are the beneficiaries. The Common Stock held by the October 1993 Trust are
subject to the Getty Parties Stockholders' Agreement and are voted as
directed by Getty Investments L.L.C. Mr. Getty's business address is 101
Bayham Street, London NWI OAG, England.
(3) Mr. Torrance has sole voting power with respect to the shares held by PDI,
L.L.C, of which he is Manager, but disclaims beneficial ownership of
2,223,224 shares of Common Stock in which he has no pecuniary interest. See
Note (8) below. Mr. Torrance's business address is 2013 Fourth Avenue,
Fourth Floor, Seattle, WA 98122.
(4) Includes 442,743 shares of Common Stock issuable upon exercise of
outstanding options and 622,602 shares held by Crediton Limited, a company
of which the sole beneficiary is Mr. Jonathan Klein. The Common Stock held
by Crediton Limited are subject to the Getty Parties Stockholders'
Agreement and are voted as directed by Getty Investments L.L.C. Mr. Klein's
business address is 101 Bayham Street, NW1 OAG, England.
(5) Represents 4,792 shares of Common Stock issuable upon exercise of
outstanding options.
(6) Includes 18,125 shares of Common Stock issuable upon exercise of
outstanding options.
(7) Represents 15,250 shares of Common Stock issuable upon exercise of
outstanding options.
(8) The address of Getty Investments L.L.C. is 1325 Airmotive Way, Suite 262,
Reno, Nevada 89502.
(9) PDI, L.L.C. is a Washington limited liability company formed on October 31,
1996 with five members, Mr. Mark Torrance, Ms. Wade Torrance and three
trusts established for the benefit of their children. Mr. Mark Torrance,
Co-Chairman of Getty Images, is manager of PDI, L.L.C. and has sole voting
power with respect to the shares held by PDI, L.L.C. and disclaims
beneficial ownership of 2,223,224 shares of Common Stock held by PDI,
L.L.C. in which he has no pecuniary interest. The address for the PDI,
L.L.C. is 2013 Fourth Avenue, Seattle, Washington 98121.
(10) Represents 2,223,224 shares of Common Stock held by PDI, L.L.C. Ms.
Torrance's address is The Highland, Seattle, Washington 98117.
(11) Includes 1,220,610 shares issuable upon exercise of outstanding options to
purchase Common Stock.
16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following includes a summary of the material terms of certain agreements
to which Getty Images is a party, copies of which have been filed as exhibits to
this Form 10-K/A or to the Company's previous filings with the Commission. The
following does not purport to be complete and is qualified in its entirety by
reference to the copies of the agreements filed with the Commission.
EMPLOYMENT AGREEMENT WITH MARK TORRANCE
As of the Effective Date, Getty Images entered into an employment agreement
with Mark Torrance pursuant to which Mr. Torrance has agreed to serve as the
Co-Chairman of the Board of Directors of Getty Images for a term commencing on
February 9, 1998 and continuing until either party provides the other with at
least twelve months' notice of its intent not to renew the agreement, provided
that neither party may provide the other with a notice of termination to
terminate the agreement prior to the third anniversary of the effective date of
the agreement.
During the term of the agreement, Mr. Torrance will receive a base salary of
$275,000 (as may be increased from time to time) and will participate in a bonus
plan pursuant to which he will have the opportunity to earn up to 50% of his
base salary as a bonus in each calendar year during the term. Mr. Torrance's
employment agreement also provides him with certain other benefits and
prerequisits, such as a supplemental pension program, a company car and
reimbursement of expenses associated therewith, and certain other welfare and
fringe benefits.
In addition, pursuant to his employment agreement, Mr. Torrance was granted
an option to purchase 50,000 shares of Common Stock at an exercise price equal
to the fair market value of such stock on the Effective Date, which was $20.91
per share, which option will vest in full on February 1, 1999, and an additional
option to purchase 500,000 shares of Common Stock, at an exercise price equal to
the fair market value of Common Stock on the Effective Date, which option will
vest as to 25% on February 1, 1999 and the remainder will vest ratably on the
first day of each month thereafter over the following three years.
In the event that Mr. Torrance is terminated without "cause" or "disability"
or resigns for "good reason" (as each such term is defined in his employment
agreement), he will receive (in addition to amounts accrued and unpaid) a lump
sum payment in an amount equal to his base salary, maximum bonus and
supplemental pension contributions for the remainder of the term of the
agreement. In the event of a change in control of Getty Images (as defined in
the Getty Images, Inc. 1998 Stock Incentive Plan), Mr. Torrance will have the
right to resign his employment and receive a lump sum payment in an amount equal
to his base salary, maximum bonus and supplemental pension contributions for the
remainder of the term of the agreement. In either of these circumstances, Mr.
Torrance and his eligible dependents will continue to participate in the
Company's medical benefit plans for the longer of two years following the
termination or resignation, as the case may be, and the remainder of the term.
In the event that any of the payments to be made to Mr. Torrance would
constitute "excess parachute payments" within the meaning of Section 280G of the
Code, the aggregate amount of his parachute payments will be reduced to $1.00
less than three times Mr. Torrance's "base amount" (as defined under Section
280G of the Code).
OTHER EMPLOYMENT AGREEMENTS
As of the Effective Date, Getty Communications (and in the case of Jonathan
D. Klein for his services performed outside the U.K., Getty Images) entered into
employment agreements with Jonathan D. Klein and Mark H. Getty. See "Item 11.
Executive Compensation--Employment Agreements with Named Executive Officers".
As of the Effective Date, Getty Images or PhotoDisc entered into employment
agreements with certain executive officers of PhotoDisc, including Mr. William
Heston, Ms. Heather B. Redman,
17
Mr. Robert J. Chamberlin, and Ms. Sally von Bargen to secure their services
following the completion of the Transactions.
THE STOCKHOLDERS' AGREEMENT
The Company and (i) the Getty Group (as defined below) and (ii) the Torrance
Group (as defined below) have entered into a Stockholders' Agreement dated as of
February 9, 1998 (the "Stockholders' Agreement"), which, among other things,
provides for representation on the Company's Board of Directors and limits the
rights of the parties thereto to transfer their respective shares of Common
Stock. Certain provisions of the Stockholders' Agreement are described below.
The "Getty Group" refers collectively to Getty Investments L.L.C. ("Getty
Investments"), Mr. Mark H. Getty, Mr. Jonathan D. Klein, Crediton Limited (a
company of which the sole beneficiary is Mr. Klein) and the October 1993 Trust
(a trust established by Mr. Getty). The "Torrance Group" refers collectively to
PDI, L.L.C., Mr. Mark Torrance, Ms. Wade Torrance and certain of their family
members. The Getty Group, together with the Torrance Group are collectively the
"Significant Stockholders".
Pursuant to the Stockholders' Agreement, no Significant Stockholder may
sell, encumber or otherwise transfer such Significant Stockholder's shares of
Common Stock except (i) to a Permitted Transferee (as defined below); (ii)
pursuant to the terms of the Stockholders' Agreements; (iii) subject to the
arrangements within their respective "Group", pursuant to a registered public
offering of shares of Common Stock in which no person or "Group" will purchase
more than 5% of the then outstanding shares of Common Stock; or (iv) subject to
any arrangements within their respective "Group", sales within the Rule 144
volume limitation, or in a cashless exercise of options. A "Permitted
Transferee" is defined generally as (i) Getty Images or its subsidiaries; (ii)
in the case of any Significant Stockholder who is a natural person, a person to
whom shares of Common Stock are transferred from such Significant Stockholder by
gift, will or the laws of descent and distribution; (iii) any other member of
the Getty Group or the Torrance Group, as the case may be; (iv) any affiliate of
any Significant Stockholder; or (v) with respect to the taking of an
encumbrance, any commercial bank or other financial institution that lends funds
to a Significant Stockholder on condition of taking such encumbrance.
If any Significant Stockholder (a "Prospective Seller") receives from or
negotiates with a person, other than a Permitted Transferee or another
Significant Stockholder (a "Stockholders' Agreement Third Party"), a bona fide
offer to purchase any or all of such Prospective Seller's shares of Common Stock
(the "Offered Stock") and such Prospective Seller intends to sell the Offered
Stock to such Stockholder's Agreement Third Party, the Prospective Seller must
provide written notice (the "Offer Notice") of such offer to Getty Images and
the other Significant Stockholders constituting the Significant Stockholders'
"Group" in which the Prospective Seller does not belong. The Offer Notice will
constitute an offer by such Prospective Seller to sell to the recipients of such
Offer Notice all (but not less than all) of the Offered Stock at the price per
share of Common Stock at which the sale to the Stockholders' Agreement Third
Party is proposed to be made in cash and will be irrevocable for ten days after
receipt of such Offer Notice. The Prospective Seller has the right to reject any
or all of the acceptances of the offer to sell the Offered Stock and sell all,
but not less that all, the Offered Stock to the Stockholders' Agreement Third
Party if (i) the Prospective Seller has not received acceptances as to all the
Offered Stock prior to the expiration of the ten-day period following receipt of
the Offer Notice or (ii) an accepting party fails to consummate the purchase of
the Offered Stock and neither Getty Images nor the other Significant
Stockholders who received the Offer Notice are prepared to purchase such Offered
Stock within five business days of receiving notice of such failed purchase.
Each of the Torrance Group and Getty Group will have the right, subject to
termination conditions, to nominate one director. For so long as the Getty Group
has the right to nominate one director of Getty Images, it shall also have the
right to appoint from among the directors of Getty Images, the Chairman of Getty
Images, provided however, that for so long as either Mark Torrance or Mark Getty
are Co-Chairmen of the Board, such rights shall not be in effect.
18
The obligations and rights of the Significant Stockholders relating to the
rights of first refusal and right to nominate one director will terminate when
the Getty Group or the Torrance Group, as the case may be, and any of such
Group's Permitted Transferees collectively beneficially own fewer than the
greater of 3,000,000 shares of Common Stock and such number of shares of Common
Stock as is equal to two percent or less of the then outstanding shares of
Common Stock.
THE REGISTRATION RIGHTS AGREEMENTS
In connection with the consummation of the Transactions, Getty Images
entered into Registration Rights Agreements, one with PDI, L.L.C. and Mr. Mark
Torrance (the "PDI Shareholders") and a second with Getty Investments. Pursuant
to the terms of the Registration Rights Agreement between Getty Images and the
PDI Shareholders (the "PDI Registration Rights Agreement"), the PDI
Shareholders, subject to the terms and conditions set forth in the PDI
Registrations Rights Agreement, may require Getty Images to file a registration
statement with respect to all or a portion of the PDI Shareholders' shares of
Common Stock (a "PDI Demand Right"), subject to certain limitations that may be
imposed by the managing underwriter. The PDI Shareholders have a total of five
Demand Rights, provided that the PDI Shareholders may not require the Company to
file a registration statement on a "long form" on more than three occasions. In
addition to their PDI Demand Rights, the PDI Shareholders will have the right to
have any or all of their shares of Common Stock included in any registration by
Getty Images with respect to an offering of Common Stock (a "PDI Piggy-Back
Right"), subject to certain limitations that may be imposed by the managing
underwriter. Both the PDI Demand Rights and PDI Piggy-Back Rights will terminate
on the earlier of (i) the date that all of the PDI Shareholders' shares of the
Common Stock can be sold within a three-month period under the volume limitation
of Rule 144(e) of the Securities Act or (ii) on the 15th anniversary of the date
of the PDI Registration Rights Agreement.
Pursuant to the terms of the Registration Rights Agreement between Getty
Images and Getty Investments (the "Getty Investments Registration Rights
Agreement"), Getty Investments, subject to the terms and conditions set forth in
the Getty Investments Registration Rights Agreement, may require Getty Images to
file a registration statement with respect to all or a portion of Getty
Investments' shares of Common Stock (a "Getty Demand Right"), subject to certain
limitations that may be imposed by the managing underwriter. Getty Investments
has five Getty Demand Rights. In addition to their Getty Demand Rights, Getty
Investments will have the right to have any or all of their shares of Common
Stockholder included in any registration by Getty Images with respect to an
offering of Common Stock (a "Getty Piggy-Back Right"), subject to certain
limitations that may be imposed by the managing underwriter. Both the Getty
Demand Rights and the Getty Piggy-Back Rights will terminate on the earlier of
(i) the date that all of the shares of Common Stock held by Getty Investments
L.L.C. can be sold within a three-month period under the volume limitation of
Rule 144(e) of the Securities Act or (ii) on the 15th anniversary of the date of
the Getty Investments Registration Rights Agreement.
In addition to the registration rights described above, upon the
consummation of the Transactions, Getty Images assumed the obligations of Getty
Communications and PhotoDisc with respect to certain demand and piggy-back
registration rights granted by the companies to certain of their respective
shareholders, including, in the case of PhotoDisc, certain registration rights
granted to holders of its Series A Preferred Stock, and, in the case of Getty
Communications, certain registration rights granted to the October 1993 Trust
and Crediton Limited, Messrs. Getty, Klein and Gould, RIT Capital Partners and
Mr. Anthony Stone and The Schwartzberg Family L.P.
GETTY PARTIES SHAREHOLDERS' AGREEMENT
Getty Images, Getty Investments, the October 1993 Trust and Creditor Limited
have entered into a Shareholders' Agreement with respect to their ownership of
shares of Common Stock (the "Getty Parties Shareholders' Agreement"). Certain
provisions of the Getty Parties Shareholders' Agreement are described below.
19
The Getty Parties Shareholders' Agreement provides that all the Common Stock
held by the parties thereto (other than the Company) will be voted as directed
by the board of directors of Getty Investments. Before transferring such shares
(other than certain permitted transfers to affiliates or family members who, as
a condition of such permitted transfer, must agree to be bound by the terms of
the Getty Parties Shareholders' Agreement), the parties must first offer such
shares to the other parties. The price at which such shares must be offered is
either the price that another purchaser is willing to pay for such shares or, in
the event of a transfer pursuant to an exercise of registration rights, the
average closing market price of the shares of Common Stock over the preceding
ten business days. In the event that these rights of first refusal are not
exercised with respect to all shares of Common Stock offered for sale, then the
rights of first refusal in the Stockholders' Agreement will apply. See "--The
Stockholders' Agreement."
In the Getty Parties Shareholders' Agreement, the October 1993 Trust and
Crediton Limited have each agreed to retain at least 311,301 shares of Common
Stock until July 8, 2001 and thereafter to retain at least 155,651 for an
additional two years, provided, however, that the October 1993 Trust and
Crediton Limited may sell shares in the event that (i) Mr. Mark Getty (in the
case of the October 1993 Trust) or Mr. Jonathan Klein (in the case of Crediton
Limited) ceases to be employed by the Company or any of its subsidiaries, or
(ii) Getty Investments and its members cease at any time to hold at least 7% of
the then outstanding shares of Common Stock. In addition, if Getty Investments
or any of its members sells any shares of Common Stock, the October 1993 Trust
and Crediton Limited will be permitted to sell the same proportion of their
shares of Common Stock which are subject to this sale restriction as the number
of shares of Common Stock sold by Getty Investment bears to its total number of
shares of Common Stock. The Getty Parties Shareholder's Agreement will provide
that each of the October 1993 Trust and Crediton Limited will, in consideration
of its participation under such agreement, receive an annual fee from Getty
Investments in 1998 of L78,843 and L272,137, subject to certain inflation
adjustments, respectively, and thereafter an annual fee of L28,485 and L98,681,
subject to certain inflation adjustments, respectively, for each of the next
four years.
The Getty Parties Shareholders' Agreement also provides that each of the
October 1993 Trust and Crediton Limited have the right to nominate a director to
the board of directors of Getty Investments (the "Getty Investments Board").
Such parties have nominated Mr. Getty and Mr. Klein to the Getty Investments
Board. The October 1993 Trust also has the right to nominate the chairman of the
Getty Investments Board. The October 1993 Trust has appointed Mr. Getty as
Chairman of Getty Investments.
Getty Investments agreed in the Getty Parties Shareholders' Agreement that,
subject to certain exceptions, it will not operate or own or control any other
business in the visual content industry.
The Getty Parties Shareholders' Agreement expires on July 7, 2003, but may
be terminated early with respect to a party (or its permitted transferees) who
ceases to be a stockholder of Getty Images. The Getty Parties Shareholders'
Agreement terminates for all parties if the parties to the agreement cease to
own beneficially fewer than the greater of 3,000,000 shares of Common Stock and
such number of shares as is equal to two percent or less of the then outstanding
shares of Common Stock.
GETTY INVESTMENTS COMPANY AGREEMENT
Getty Investments is a limited liability company organized in the State of
Delaware and is governed by a limited liability company agreement among the four
various Getty family trusts (the "Getty Trusts") and 525 Investments Limited
(the "Getty Investments Company Agreement"). As of February 6, 1998, the
membership interests of the Getty Trusts in Getty Investments were held as to
39.3 percent by The Cheyne Walk Trust, as to 18.75 percent by the Ronald Family
Trust A, as to 18.75 percent by the Ronald Family Trust B and as to 12.5 percent
by the Gordon P. Getty Family trust. The remaining 10.7 percent interest was
held by 525 Investments Limited. The four Getty Trusts result from a partition
in 1988 of the Sarah C. Getty Trust in accordance with a court order in 1985.
Two of the four trustees of The Cheyne Walk Trust are also two of the four
trustees of the Ronald Family Trust B, two of the three trustees of the Ronald
20
Family Trust A are also two of the four trustees of the Ronald Family Trust B.
The life income beneficiaries are the four Getty Trusts referred to above are
the the children of J.P. Getty, and the remainder beneficiaries are his
grandchildren (including Mr. Mark Getty) and other descendants. 525 Investments
Limited is a company owned by the family trusts of J.P. Getty KBE, one of the
children of J.P. Getty. Mr. Mark Getty is the son of J.P. Getty KBE.
The Getty Investments Company Agreement provides that the Getty Investments
Board will consist of six directors. One director will be appointed by each of
the four Getty Trusts. In addition, the members of Getty Investments agree to
appoint one person nominated by each of the October 1993 Trust and Crediton
Limited. The members also agree to appoint the director nominated by the October
1993 Trust as the Chairman of the Board of Getty Investments. Mr. Getty has been
appointed a director and chairman by the October 1993 Trust and Mr. Klein has
been appointed a director by Crediton Limited. Decisions at meetings of the
Getty Investments Board require the approval (at a meeting or in writing) of a
majority of directors. Of the six members of the Getty Investments Board, three
(Mr. Getty, Mr. Klein and Mr. Garb) are also directors of Getty Images. There
are currently no voting arrangements whereby one member of Getty Investments can
control a majority of the members of the Getty Investments Board.
GETTY TRADEMARKS
Getty Images, directly or through its subsidiaries, has trademark
registrations and applications for the trademarks and trademark applications in
respect of the names Getty Communications and Hulton Getty, and derivatives
thereof (including the name "Getty Images") and the related logos (together, the
"Getty Trademarks"). Getty Images and Getty Investments have agreed that in the
event that Getty Images becomes controlled by a third party or parties not
affiliated with the Getty family, Getty Investments will have the right to call
for an assignment to it, for a nominal sum, of all rights to the Getty
Trademarks. Upon such assignment, Getty Images will have 12 months in which it
will be permitted to continue to use the Getty Trademarks and thereafter will
have to cease such use.
INDEMNIFICATION
Getty Images has agreed to indemnify Getty Investments and its members for
liabilities arising in connection with the Transactions. In addition, Getty
Images has entered into agreements to indemnify its directors and certain
executive officers, in addition to indemnification provided for in the Company's
Bylaws and Amended and Restated Certificate of Incorporation. These agreements,
among other things, indemnify the Company's directors and certain executive
officers for certain expenses (including attorneys' fees), judgments, fines and
settlement amounts incurred by any such person in any action or proceeding,
including any action by or in the right of the Company, arising out of such
person's services as a director or executive officer of the Company, any
subsidiary of the Company or any other company or enterprise to which the person
provides services at the request of the Company. The Company believes that these
provisions and agreements are necessary to attract and retain qualified persons
as directors and executive officers.
TRANSACTIONS WITH RESPECT TO PHOTODISC COMMON STOCK
On June 28, 1996, PhotoDisc entered into a Stock Redemption Agreement with
Mr. Mark Torrance and Ms. Wade Torrance pursuant to which PhotoDisc redeemed
236,372 shares of common stock, par value $0.01 per share ("PhotoDisc Common
Stock"), of PhotoDisc for a purchase price of approximately $4.23 per share,
totaling $1,000,000. The price per share of PhotoDisc Common Stock was
determined based on a valuation conducted by the firm of Brueggeman & Johnson.
Mr. Torrance is a founder, director and chief executive officer of PhotoDisc and
became a director and executive officer of Getty Images as of February 9, 1998.
Ms. Wade Torrance is Mr. Torrance's former wife.
21
On August 12, 1997, PhotoDisc repurchased 333,334 share of PhotoDisc Common
Stock from Ms. Wade Torrance for a purchase price of $6.00 per share, totaling
$2,000,004. The price per share of PhotoDisc Common Stock was determined based
on arm's-length negotiations between PhotoDisc and Ms. Torrance, who is a member
of PDI.
In 1995, PhotoDisc issued warrants to purchase 500,880 shares of PhotoDisc
Common Stock for $0.1250 per share and warrants to purchase 91,592 shares of
PhotoDisc Common Stock for $0.1575 per share to Mr. Torrance in consideration
for loans to PhotoDisc by Mr. Torrance, aggregating $174,000 and for Mr.
Torrance's guarantee of certain obligations of PhotoDisc. These warrants were
contributed by Mr. Torrance to PDI, L.L.C. in October 1996. The loans were
repaid by PhotoDisc in 1996. PDI, L.L.C. exercised these warrants immediately
prior to the consummation of the Transactions.
TORRANCE LEASE
PhotoDisc and the Marshall Building LLC, an entity of which Mr. Torrance is
the Manager, have entered into a lease under which PhotoDisc leases the entire
Marshall Building (46,957 total square feet), of which 9,568 square feet is
occupied by other tenants. This lease has a term of five years and four months
(which may be extended for a further five years at the option of PhotoDisc)
beginning November 1, 1997, provides for rent at the rate of $14.00 per square
foot per year, which the Company believes is a fair market rate, and under which
Mr. Torrance pays a monthly service and maintenance fee of $1,375. In addition,
PhotoDisc has made certain improvements to the Marshall Building in the amount
of approximately $360,000 as of December 31, 1997, for which it will be
reimbursed by a reduction in monthly lease payments ratably over the term of the
lease. Interest on the outstanding amount is charged at a rate of 5.77% per
annum.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GETTY IMAGES, INC.
By: /s/ MARK H. GETTY
-----------------------------------------
Name: Mark H. Getty
TITLE: CO-CHAIRMAN
April 27, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated and on April 27, 1998.
SIGNATURE TITLE (CAPACITY)
- ------------------------------ --------------------------
/s/ MARK H. GETTY
- ------------------------------ Co-Chairman and Director
Mark H. Getty
*
- ------------------------------ Co-Chairman and Director
Mark Torrance
/s/ JONATHAN D. KLEIN Chief Executive Officer
- ------------------------------ and Director (Principal
Jonathan D. Klein Executive Officer)
Treasurer (Principal
/s/ LAWRENCE J. GOULD Financial Officer and
- ------------------------------ Principal Accounting
Lawrence J. Gould Officer)
*
- ------------------------------ Director
Andrew Garb
*
- ------------------------------ Director
Anthony Stone
*
- ------------------------------ Director
James N. Bailey
*
- ------------------------------ Director
Manny Fernandez
*
- ------------------------------ Director
Christopher Sporborg
*By: /s/ JONATHAN D. KLEIN
------------------------- Attorney-in-Fact
Jonathan D. Klein
23
GETTY IMAGES, INC.
ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 1997
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
- --------- -------------------------------------------------------------------------------------------------------
10.1 Employment Agreement between Getty Communications plc and Mr. Mark Getty
10.2 Employment Agreement between Getty Images, Inc. and Mr. Mark Torrance
10.3 Employment Agreement between Getty Communications plc and Mr. Jonathan Klein for Services Performed
Within the U.K.
10.4 Employment Agreement between Getty Images, Inc. and Mr. Jonathan Klein for Services Performed Outside
the U.K.
10.5 Employment Agreement between Getty Images, Inc. and Mr. William Heston
10.6 Employment Agreement between Getty Images, Inc. and Ms. Heather Redman
10.7 Employment Agreement between PhotoDisc, Inc. and Mr. Robert J. Chamberlain
10.8 Employment Agreement between PhotoDisc, Inc. and Ms. Sally von Bargen