SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
MACHEEZMO MOUSE RESTAURANTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
MACHEEZMO MOUSE RESTAURANTS, INC.
1020 SW TAYLOR STREET, SUITE 685
PORTLAND, OR 97205
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
To the Shareholders of Macheezmo Mouse Restaurants, Inc.:
The annual meeting of shareholders of Macheezmo Mouse Restaurants, Inc., an
Oregon corporation, will be held at the Company's offices, 1020 SW Taylor
Street, Suite 275, Portland, Oregon 97205, on November 11, 1998 at 1:30 p.m.
local time, for the following purposes:
1. ELECTION OF DIRECTORS. To elect three directors, each to serve until the
next annual meeting of shareholders and until their successors are
elected and qualified (Proposal No. 1);
2. OTHER BUSINESS. To transact such other business as may properly be
brought before the meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on September 29, 1998
are entitled to notice of and to vote at the meeting or any adjournments
thereof.
Please sign and date the enclosed proxy and return it promptly in the
enclosed reply envelope. If you are able to attend the meeting, you may, if you
wish, revoke the proxy and vote personally on all matters brought before the
meeting.
By Order of the Board of Directors,
/s/ WILLIAM S. WARREN
William S. Warren
President, Chief Executive Officer,
Chairman of the Board and Secretary
[LOGO]
October 20, 1998
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN
PERSON, PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE SO THAT YOUR STOCK WILL BE VOTED. THE ENVELOPE REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
MACHEEZMO MOUSE RESTAURANTS, INC.
---------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 11, 1998
------------------------
The mailing address of the principal executive offices of the Company is
1020 SW Taylor Street, Suite 685, Portland, Oregon 97205. This proxy statement,
the accompanying proxy card and the 1998 Annual Report to Shareholders on Form
10-KSB are first being mailed to shareholders on or about October 15, 1998.
SOLICITATION AND REVOCABILITY OF PROXY
This Proxy Statement is furnished in connection with the solicitations of
proxies by the Board of Directors of Macheezmo Mouse Restaurants, Inc., an
Oregon corporation, (the "Company") to be voted at the annual meeting of
shareholders (the "Annual Meeting") to be held at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting. The record date
for determination of shareholders entitled to receive notice of and to vote at
the Annual Meeting is September 29, 1998. At the close of business on September
29, 1998, 3,985,630 shares of Common Stock of the Company were outstanding and
entitled to vote at the Annual Meeting.
All proxies in the enclosed form that are properly executed and received by
the Company prior to or at the Annual Meeting and not revoked will be voted at
the Annual Meeting or any adjournments thereof in accordance with the
instructions thereon. Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is voted. Proxies may be
revoked by (i) filing with the Secretary of the Company, at or before the taking
of the vote at the Annual Meeting, a written notice of revocations bearing a
later date than the date of the proxy, (ii) duly executing a subsequent proxy
relating to the same share and delivering it to the Secretary of the Company
before the Annual Meeting, or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice revoking a proxy should
be sent to Macheezmo Mouse Restaurants, Inc., 1020 SW Taylor, Suite 685,
Portland, Oregon 97205, attention: William S. Warren, Secretary, or hand
delivered to the Secretary at or before the taking of the vote at the Annual
Meeting.
The cost of preparing, printing and mailing this Proxy Statement and of the
solicitation of proxies by the Company will be borne by the Company.
Solicitation will be made by mail and, in addition, may be made by directors,
officers and employees of the Company personally, or by telephone or telegram.
The Company will request brokers, custodians, nominees and other like parties to
forward copies of proxy materials to beneficial owners of stock and will
reimburse such parties for their reasonable and customary charges or expenses in
this connection.
THE COMPANY WILL PROVIDE TO ANY PERSON WHOSE PROXY IS SOLICITED BY THIS
PROXY STATEMENT, WITHOUT CHARGE, UPON WRITTEN REQUEST TO ITS CORPORATE SECRETARY
AT 1020 SW TAYLOR STREET, SUITE 685, PORTLAND, OREGON 97205, ADDITIONAL COPIES
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30,
1998.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The directors of the Company are elected at the Annual Meeting to serve
until their successors are elected and qualified. Each nominee is now serving as
a director of the Company. If a quorum of shareholders is present at the Annual
Meeting, the three nominees for election as directors who receive the greatest
number of votes cast at the meeting will be elected directors. Abstentions and
broker non-votes will have no effect on the results of the vote. Unless
otherwise instructed, proxy holders will vote the proxies they receive for the
nominees named below. If any of the nominees for director at the Annual Meeting
become unavailable for election for any reason, the proxy holders will have
discretionary authority to vote pursuant to the proxy for a substitute or
substitutes. The following table briefly describes the Company's nominees for
directors.
NAME AGE HAS BEEN A DIRECTOR SINCE
- -------------------------------------- ----------- ---------------------------
William S. Warren 47 1986
Jack B. Schwartz 61 1986
Dara Dejbakhsh 41 1997
WILLIAM S. WARREN founded the Company in 1981 and served as Chief Executive
Officer and Secretary of the Company since its incorporation in July 1986 until
October 1995, and as the Chairman of the Board from November 1987 until October
1995. In October 1995, Mr. Warren resigned as Chief Executive Officer and
Chairman of the Board and was elected Founding Chairman, Director of Strategic
Planning and Secretary of the Company. In May 1996, Mr. Warren, in addition to
his existing positions, was reelected to the position of Chairman of the Board.
In November 1996, Mr. Warren reassumed the title of President and Chief
Executive Officer. Mr. Warren is a director of ESCO Corporation, a steel
technology company.
JACK B. SCHWARTZ has served as a director of the Company since September
1986. Mr. Schwartz has been a partner in the law firm of Newcomb, Sabin,
Schwartz & Landsverk since 1968. Mr. Schwartz is a director of Cascade
Corporation, a manufacturer of material handling equipment.
DARA DEJBAKHSH has served as a director of the Company since May 1, 1997.
Mr. Dejbakhsh has been Vice President of Marketing Development and Operations of
Allied Domecq Retailing USA (an owner of Baskin & Robbins, Dunkin' Donuts and
TOGO's stores) since October 1995. Prior to October 1995, Mr. Dejbakhsh was Vice
President of Retail Operations and Development for Kits Camera, Regional Vice
President for Rally's Hamburgers and a Regional Director for Taco Bell for 11
years.
The Board of Directors met seven times during the fiscal year ended June 30,
1998. During the period for which each director was a member of the Board or any
committee thereof, each director attended at least 75 percent of the aggregate
of the meetings of the Board of Directors and the committees of which the
director was a member. The Company maintains an Audit Committee and a
Compensation Committee.
The Audit Committee was comprised of Messrs. Dejbakhsh, Schwartz and Warren.
The Audit Committee oversees actions taken by the Company's independent
auditors. The committee met two times in fiscal 1998.
The Compensation Committee was comprised of Messrs. Dejbakhsh, Schwartz and
Warren. The Compensation Committee reviews the compensation of the Company's
executive officers and makes recommendations to the Board of Directors regarding
compensation. The Compensation Committee also administers the 1996 Stock
Incentive Plan (the "1996 Plan") and recommends grants under the 1996 Plan to
the Board of Directors. The Compensation Committee met one time in fiscal 1998.
2
The Company does not have a nominating committee of the Board of Directors.
Shareholders who wish to submit names for consideration for Board membership
should do so in writing addressed to the Board of Directors, c/o William S.
Warren, Secretary, Macheezmo Mouse Restaurants, Inc., 1020 SW Taylor Street,
Suite 685, Portland, Oregon 97205.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE NOMINEES NAMED IN THIS PROXY STATEMENT.
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of June 30, 1998 by (i) persons
known to the Company to be beneficial owners of more than five percent of the
Company's Common Stock, (ii) each of the Company's directors and nominees for
director, (iii) each executive officer of the Company named in the Summary
Compensation Table, and (iv) all directors and executive officers of the Company
as a group. Unless otherwise noted in the footnotes to the table, the persons
named in the table have sole voting and investment power with respect to all
outstanding shares of Common Stock shown as beneficially owned by them.
COMMON STOCK
--------------------------------------
PERCENT OF SHARES
SHAREHOLDER NUMBER OF SHARES OUTSTANDING
- --------------------------------------------------------- ----------------- -------------------
William S. Warren (A).................................... 930,658 23.4%
1020 SW Taylor Street, Suite 685
Portland, Oregon 97205
Maurice J. Duca (B)...................................... 73,887 1.9%
1485 E. Valley Rd., Suite L
Santa Barbara, CA 93108
Jack B. Schwartz (C)..................................... 51,500 1.3%
Newcomb, Sabin, Schwartz & Landsverk
111 SW Fifth, Suite 4040
Portland, Oregon 97204
Dara Dejbakhsh........................................... 50,000 1.3%
2420 SE 133rd Court
Vancouver, WA 98683
Scott Fisher............................................. 60,000 1.5%
1020 SW Taylor Street, Suite 685
Portland, Oregon 97205
All executive officers and directors as a group
(4 persons)............................................ 1,092,158 27.4%
- ------------------------
(A) Includes 66,668 shares held in trust for Mr. Warren's children.
(B) The information as to beneficial ownership is based on a Schedule 13G/A
filed with the Securities and Exchange Commission by Mr. Duca on February
17, 1998, reflecting his beneficial ownership of Common Stock of the
Company.
(C) Includes 1,500 shares held in trust for the children of Mr. Schwartz.
4
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table identifies the current executive officers of the
Company, the positions which they hold, and the year in which they began serving
in their respective capacities. Officers are appointed by the Board of Directors
and serve at its discretion.
NAME AGE CURRENT POSITION(S) WITH COMPANY
- ------------------------ --- -------------------------------------------------------------
William S. Warren 47 President, Chief Executive Officer,
Chairman of the Board of Directors and
Secretary
Scott Fisher 34 Executive Vice President, Director of
Operations
For information on the business background of Mr. Warren, see "Nominees for
Director" above
SCOTT FISHER joined the Company in April 1997 as Vice President and Director
of Operations. Mr. Fisher was a District Manager for Noah's Bagels from April
1996 until April 1997, provided consulting services to Summerfield Suites, a
hotel chain, from February 1996 until March 1996, was the Director of
Organizational Development for Kits Cameras from March 1995 until January 1996,
was a District Manager for Starbucks Coffee from August 1993 until March 1996,
and was an Operations and Training Manager for Taco Bell Corporation from June
1987 until August 1993.
5
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides certain summary information concerning
compensation awarded to, earned by or paid to the Company's Chief Executive
Officer and each of the four other most highly compensated executive officers of
the Company who earned more than $100,000 determined as of the end of the last
fiscal year and any former officers for whom disclosure would have been provided
except for the fact that the individual was not serving as an executive officer
at the end of the fiscal year (hereafter referred to as the "named executive
officers") for the fiscal years 1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
---------------------- ALL OTHER
SALARY COMPENSATION
NAME AND PRINCIPAL POSITION (A) YEAR ($) BONUS ($) ($)
- ----------------------------------------------------------- --------- --------- ----------- -------------
William S. Warren.......................................... 1998 165,000 -- --
President, Chief Executive 1997 165,000 -- --
Officer, Chairman of the Board
of Directors and Secretary 1996 168,500 -- --
David M. Bennett (B)....................................... 1998 -- -- --
President and Chief Executive 1997 52,300 12,500 --
Officer until November 1996 1996 -- -- --
- ------------------------
(A) No other executive officer earned more than $100,000 during fiscal 1998,
1997 or 1996.
(B) In August 1996, Mr. Bennett joined the Company as President and Chief
Executive Officer. In November 1996, Mr. Bennett resigned as the Company's
President and Chief Executive Officer.
OPTION EXERCISES AND HOLDING
No options were exercised during fiscal 1998 and no unexercised options were
held as of the end of the fiscal year with respect to the named executive
officers.
DIRECTOR COMPENSATION
Directors do not receive any cash fees for serving on the Company's Board of
Directors or any committee thereof but are reimbursed for reasonable expenses
incurred in attending meetings.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
EMPLOYMENT CONTRACTS
In August 1996, the Company entered into an employment agreement with David
Bennett, its then President and Chief Executive Officer. Upon signing the
agreement, Mr. Bennett received an option exercisable for 100,000 shares of the
Company's Common Stock at an exercise price equal to the fair market value of
the Company's Common Stock on the date of grant. Mr. Bennett was also paid a
signing bonus of $25,000.
In November 1996, Mr. Bennett resigned as the Company's President and Chief
Executive Officer, and in April 1997, Mr. Bennett resigned from the Company's
Board of Directors. None of Mr. Bennett's stock options were subsequently
exercised and all had expired as of the end of fiscal 1997. Mr. Bennett returned
$12,500 of his signing bonus to the Company in fiscal 1997.
6
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than ten percent of the
outstanding Common Stock of the Company to file with the Securities and Exchange
Commission reports of changes in ownership of the Common Stock of the Company
held by such persons. Officers, directors and greater than ten percent
shareholders are also required to furnish the Company with copies of all forms
they file under this regulation. Based solely on a review of the copies of the
reports received by the Company and on written representations of certain
reporting persons, the Company understands that all persons required to report
under Section 16(a) of the Securities Exchange Act of 1934 filed timely reports
during the fiscal year ended June 30, 1998.
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives of Cacciamatta Accountancy Corporation will be at the Annual
Meeting and will be available to respond to appropriate questions. They do not
plan to make any statement but will have the opportunity to make a statement if
they wish.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder of the Company to be considered for inclusion
in proxy materials for the Company's 1999 Annual Meeting of Shareholders must be
received in proper form by the Company at its principal office no later than
June 15, 1999.
DISCRETIONARY AUTHORITY
The Board of Directors of the Company is not aware of any matters other than
the aforementioned matters that will be presented for consideration at the
Annual Meeting. If other matters properly come before the Annual Meeting, it is
the intention of the persons named in the enclosed proxy to vote thereon in
accordance with their best judgment.
7
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO EXECUTE AND
RETURN THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
/s/ WILLIAM S. WARREN
William S. Warren
President, Chief Executive Officer,
Chairman of the Board and Secretary
October 20, 1998
8
MACHEEZMO MOUSE RESTAURANTS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 11, 1998
The undersigned hereby appoints William S. Warren and Jack B. Schwartz, and
each of them, proxies with power of substitution to vote on behalf of the
undersigned all shares that the undersigned may be entitled to vote at the
annual meeting of shareholders of Macheezmo Mouse Restaurants, Inc. (the
"Company") on November 11, 1998 and any adjournments thereof, with all powers
that the undersigned would possess if personally present, with respect to the
following:
- -------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
Please mark your
votes as /X/
indicated in this
example
1. PROPOSAL 1 -
Election of Directors. FOR all nominees WITHHOLD
listed below AUTHORITY (to
(except as marked vote for all
to the contrary nominees listed
below) below)
/ / / /
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR EACH OF THE
NOMINEES NAMED BELOW.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY
TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH NOMINEE'S NAME
IN THE LIST BELOW.)
WILLIAM S. WARREN JACK B. SCHWARTZ DARA DEJBAKHSH
Upon such other matters as may properly come before,
or incident to the conduct of the Annual Meeting,
the Proxy holders shall vote in such manner as they
determine to be in the best interests of the
Company. Management is not presently aware of any
such matters to be presented for action at the
meeting.
The shares represented by this proxy will be voted
as specified herein, but if no specification is
made, this proxy will be voted for the election of
directors. The proxies may vote in their discretion
as to other matters that may come before this
meeting.
- --------------------------------
Shares
- --------------------------------
Dated
- --------------------------------
Signature(s)
- --------------------------------
Print Name(s)
Please date and sign as name is imprinted hereon,
including designation as executor, trustee, etc., if
applicable. A corporation must sign its name by the
president or other authorized officer.
The annual meeting of shareholders of Macheezmo
Mouse Restaurants, Inc. will be held on November 11,
1998 at 1:30 p.m. local time, at the Company's
offices, 1020 SW Taylor Street, Suite 275, Portland,
Oregon, 97205.
Please Note: Any shares of stock of the Company held in the name of
fiduciaries, custodians or brokerage houses for the benefit of their clients
may only be voted by the fiduciary, custodian or brokerage house itself--the
beneficial owner may not directly vote or appoint a proxy to vote the shares
and must instruct the person or entity in whose name the shares are held how
to vote the shares held for the beneficial owner. Therefore, if any shares
of stock of the Company are held in "street name" by a brokerage house, only
the brokerage house, at the instructions of its client, may vote or appoint a
proxy to vote the shares.
- -------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE