Olympic Steel, Inc. DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
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o Preliminary
Proxy Statement |
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
þ Definitive Proxy
Statement |
o Definitive
Additional Materials |
o Soliciting
Material Pursuant to Section 240.14a-12 |
OLYMPIC STEEL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title of each class of securities to which transaction applies: |
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(2) |
Aggregate number of securities to which transaction applies: |
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(3) |
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined): |
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(4) |
Proposed maximum aggregate value of transaction: |
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o |
Fee paid previously with preliminary materials. |
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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. |
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(1) |
Amount Previously Paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
Olympic Steel, Inc., 5096 Richmond Road, Bedford Heights, OH
44146 (216) 292-3800
To Our Shareholders:
You are invited to attend the 2005 Annual Meeting of
Shareholders of Olympic Steel, Inc. to be held at Olympic Steel,
Inc., 5096 Richmond Road, Bedford Heights, OH 44146, on
Thursday, April 28, 2005, at 3:00 p.m. local time. We
are pleased to enclose the notice of our Annual Meeting of
Shareholders, together with a Proxy Statement, a Proxy and an
envelope for returning the Proxy.
You are asked to vote for the election of Directors nominated by
the Board of Directors. Your Board of Directors unanimously
recommends that you vote FOR each of the director
nominees in the Proxy.
Please carefully review the Proxy Statement and then complete
and sign your Proxy and return it promptly. If you attend the
meeting and decide to vote in person, you may withdraw your
Proxy at the meeting.
Your time and attention to this letter and the accompanying
Proxy Statement and Proxy is appreciated.
Sincerely,
Michael D. Siegal
Chairman and Chief Executive Officer
April 11, 2005
Olympic Steel, Inc., 5096 Richmond Road, Bedford Heights, OH
44146 (216) 292-3800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 2005
The Annual Meeting of Shareholders of Olympic Steel, Inc., an
Ohio corporation (the Company) will be held on Thursday,
April 28, 2005, at 3:00 p.m. local time, at Olympic
Steel, Inc., 5096 Richmond Road, Bedford Heights, OH 44146, for
the following purposes:
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To elect three Directors for a term expiring in 2007; |
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To transact such other business that is properly brought before
the meeting. |
Only holders of the Common Shares of record on the books of the
Company at the close of business on March 22, 2005 will be
entitled to vote at the meeting.
Your vote is important. All shareholders are invited to attend
the meeting in person. However, to ensure your representation at
the meeting, please mark, date and sign your Proxy and return it
promptly in the enclosed envelope. Any shareholder attending the
meeting may vote in person even if the shareholder returned a
Proxy.
By Order of the Board of Directors
Marc H. Morgenstern
Secretary
Cleveland, Ohio
April 11, 2005
THE ENCLOSED PROXY, WHICH IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY, CAN BE RETURNED IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
2005 ANNUAL MEETING
April 28, 2005
THE PROXY AND SOLICITATION
This Proxy Statement is being mailed on or about April 11,
2005, to the shareholders of Olympic Steel, Inc. (the Company)
in connection with the solicitation by the Board of Directors of
the enclosed form of Proxy for the 2005 Annual Meeting of
Shareholders to be held on Thursday, April 28, 2005, at
3:00 p.m. local time, at Olympic Steel, Inc., 5096 Richmond
Road, Bedford Heights, OH 44146. Pursuant to the Ohio General
Corporation Law, any shareholder signing and returning the
enclosed Proxy has the power to revoke it by giving notice of
such revocation to the Company in writing or in the open meeting
before any vote with respect to the matters set forth therein is
taken. The representation in person or by Proxy of at least a
majority of the outstanding shares of Common Stock entitled to
vote is necessary to provide a quorum at the Annual Meeting. The
election of Directors requires approval only by a plurality of
the votes cast. As a result, although abstentions and broker
non-votes will not be counted in determining the outcome of the
vote, they will be counted in determining whether a quorum has
been achieved. The cost of soliciting the Proxy will be borne by
the Company.
PURPOSES OF ANNUAL MEETING
The Annual Meeting has been called for the purposes of
(1) electing three Directors of the class whose two-year
terms of office will expire in 2007, and (2) transacting
such other business as may properly come before the meeting.
The two persons named in the enclosed Proxy have been selected
by the Board of Directors and will vote Common Shares
represented by valid Board of Directors Proxies. Unless
otherwise indicated in the enclosed Proxy, they intend to vote
for the election of the Director nominees named herein.
VOTING SECURITIES
The Board of Directors has established the close of business on
March 22, 2005, as the record date for determining
shareholders entitled to notice of the meeting and to vote. On
that date, 10,141,915 shares of Common Stock were
outstanding and entitled to one vote on all matters properly
brought before the Annual Meeting.
1
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors is divided into two classes, whose
members serve for a staggered two-year term. The term of one
class, which currently consists of three Directors, expires in
2005; the term of the other class, which consists of four
Directors, expires in 2006.
The Board of Directors has nominated Michael D. Siegal, Thomas
M. Forman, and James B. Meathe to stand for reelection as
Directors for a two-year term. The two-year term will end upon
the election of Directors at the 2007 Annual Meeting of
Shareholders.
At the Annual Meeting, the shares of Common Stock represented by
valid Proxies, unless otherwise specified, will be voted to
elect the three Director-nominees. Each individual nominated for
election as a Director of the Company has agreed to serve if
elected. However, if any nominee becomes unable or unwilling to
serve if elected, the Proxies will be voted for the election of
such other person as may be recommended by the Board of
Directors. The Board of Directors has no reason to believe that
the persons listed as nominees will be unable or unwilling to
serve.
The Board of Directors recommends that each shareholder vote
FOR the Board of Directors nominees. Directors
will be elected by a plurality of the votes cast at the Annual
Meeting.
NOMINEES FOR TERMS TO EXPIRE IN 2007
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Principal Occupation, |
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Past Five Years, |
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Director | |
Name of Director |
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Age | |
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Other Directorships |
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Since | |
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Michael D. Siegal
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52 |
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Chief Executive Officer of the Company since 1984, and Chairman
of the Board since 1994. Serves on the following boards:
American National Bank (Cleveland, Ohio) and Metals Service
Center Institute (MSCI). Vice Chairman of the Development
Corporation for Israel and Vice President of the Cleveland
Jewish Federation. |
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1984 |
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Thomas M. Forman
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59 |
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Business consultant and private investor. President, Jupiter
Licensing from 2002 to 2004 (a licensing agency for corporate
trademarks and retail brands). From 1999 to 2000, he served as
Chief Administrative Officer and co-founder of HealthSync (a
provider of an employer-paid health insurance marketplace).
Serves on the Board of Advisors of the Shaker Consulting Group
and White Dove Mattress Company. Previously served as Vice
President of Sealy Corporation and as Executive Vice President
and a member of the Board of Directors of Bridgestone/Firestone,
Inc. |
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1994 |
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James B. Meathe
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48 |
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Vice Chaiman of Palmer & Cay, Inc. (an insurance and
brokerage firm) since December 2004 and previously served as
President and Chief Operating Officer of Palmer & Cay since
January 2003. Managing Director and Chairman Midwest Region of
Marsh Inc. (a risk and insurance services firm) from 1999 to
2002. Previously, he served in several senior management
positions with Marsh Inc. Serves on the Board of Directors of
Boykin Lodging Company. |
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2001 |
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2
DIRECTORS WHOSE TERMS EXPIRE IN 2006
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Principal Occupation, |
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Past Five Years, |
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Director | |
Name of Director |
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Age | |
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Other Directorships |
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Since | |
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David A. Wolfort
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52 |
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President since January 2001 and Chief Operating Officer of the
Company since 1995. He serves as a director of the MSCI. He is
past Chairman of the MSCI Political Action Committee and past
Chairman of the MSCIs Government Affairs Committee, and a
Regional Board Member of the Northern Ohio Anti-Defamation
League. |
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1987 |
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Ralph M. Della Ratta
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51 |
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Senior Managing Director, since December 2003, of MAX-Ventures
LLC, a venture capital firm and, since August 2004, Western
Reserve Partners LLC, an investment banking firm. From 1998 to
2003, Mr. Della Ratta was Senior Managing Director and
Manager of Investment Banking Division of McDonald Investments,
Inc. Serves on the Board of Directors of Hyland Software, Inc. |
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2004 |
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Martin H. Elrad
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65 |
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Private investor. |
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1987 |
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Howard L. Goldstein, C.P.A.
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52 |
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Managing Director of Mallah, Furman and Company (a public
accounting firm) and Senior Partner for over five years. Member
of the American Institute of Certified Public Accountants, the
Florida Institute of Certified Public Accountants, the Florida
Board of Accounting, the New Jersey Board of Certified Public
Accountants and the New Jersey Institute of Certified Public
Accountants. |
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2004 |
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BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors of the Company held eight meetings in
2004. The Board of Directors has an Audit Committee, a
Compensation Committee, and a Nominating Committee. The Audit
Committee and Compensation Committee each held five meetings in
2004 and the Nominating Committees held two meetings in 2004.
The Committees receive their authority and assignments from the
Board of Directors and report to the Board of Directors.
All of the current Directors attended at least seventy-five
percent of the Board meetings and all applicable committee
meetings held during 2004. In addition to holding regular
committee meetings, the Board members also reviewed and
considered matters and documents and communicated with each
other wholly apart from the meetings. The Board of Directors has
determined that Messers. Della Ratta, Elrad, Forman, Goldstein
and Meathe are independent directors as defined in the National
Association of Securities Dealers, Inc. listing standards.
Audit Committee. The committee is chaired by
Mr. Goldstein and is responsible for monitoring and
overseeing the Companys internal controls and financial
reporting processes, as well as the independent audit of the
Companys consolidated financial statements by the
Companys independent auditors. Each committee member is an
independent director as defined in the National
Association of Securities Dealers, Inc. listing standards.
Mr. Goldstein has been designated by the Board as the
audit committee financial expert under SEC rules and
he also meets the NASDs professional experience
requirements. The Audit Committee operates pursuant to a
3
written charter, which complies with the applicable provisions
of the Sarbanes-Oxley Act of 2002 and related rules of the SEC
and NASD. A copy of the Audit Committee charter can be found on
the Companys website at www.olysteel.com.
AUDIT COMMITTEE REPORT
As part of fulfilling its responsibilities, the Audit Committee
reviewed and discussed the audited consolidated financial
statements for 2004 with management and discussed those matters
required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees) with the
Companys independent auditors. The Audit Committee
received the written disclosures and the letter required by
Independent Standards Board Standard No. 1 (Independence
Discussions with Audit Committee) from PricewaterhouseCoopers,
LLP and discussed that firms independence with
representatives of the firm.
Based upon the Audit Committees review of the audited
consolidated financial statements and its discussions with
management and the Companys independent auditors, the
Audit Committee recommended that the Board of Directors include
the audited consolidated financial statements for the fiscal
year ended December 31, 2004 in the Companys Annual
Report on form 10-K filed with the Securities and Exchange
Commission.
Howard L. Goldstein, Chairman
Ralph M. Della Ratta
Martin H. Elrad
Thomas M. Forman
Compensation Committee. This committee is chaired by
Mr. Forman and also consists of Messers. Elrad, Goldstein
and Meathe. This committee reviews and approves the
Companys executive compensation policy, makes
recommendations concerning the Companys employee benefit
policies, and has authority to administer the Companys
Stock Option Plan.
Nominating Committee. This committee is chaired by
Mr. Elrad and also consists of Messers. Della Ratta and
Goldstein. This committee functions to advise and make
recommendations to the Board concerning the selection of
candidates as nominees for Directors, including those
individuals recommended by shareholders. The Nominating
Committee operates pursuant to a written charter which can be
found on the Companys website at www.olysteel.com.
Shareholders wishing to suggest nominees for election to the
Board at the 2006 Annual Meeting may do so by providing written
notice to the Company in care of Marc H. Morgenstern, Secretary,
no later than December 30, 2005.
4
COMPENSATION OF DIRECTORS
During 2004, each Director who was not an employee of the
Company received a Directors fee in the amount of
$3,500 per quarter and reimbursement for out-of-pocket
expenses incurred in connection with attending such meetings.
Directors also receive $1,000 for each special Board or
Committee meeting attended, excluding telephonic meetings. No
additional compensation was paid for committee meetings held on
the same day as Board meetings. Upon appointment to the Board,
each outside Director is entitled to a stock option grant of
10,000 shares. Each outside Director may also be entitled
to an annual stock option grant from time-to-time, based on
overall Company performance. Directors who are also employees of
the Company receive no additional remuneration for serving as
Directors.
Effective January 1, 2005, non-employee Directors will
receive a $45,000 annual retainer, payable in quarterly
installments. The Audit Committee Chairman will receive an
additional $10,000 per year and the Chairmen of the
Compensation and Nominating Committees will each receive an
additional $5,000 per year.
BOARD POLICIES
The Board of Directors has not yet established a separate
process for shareholders to communicate with the Board but will
review this matter to determine if there should be a separate
process for communication with individual Board members or with
the Board of Directors as a whole. Any shareholder who wishes to
send a written communication to any member of the Board may do
so in care of the Secretary of the Company, who will forward any
communications directly to the Director(s) in question.
The Board of Directors does not have a policy with regard to
directors attendance at the annual meeting of
shareholders. However, because a Board meeting usually precedes
the annual meeting of shareholders, all directors are urged to
attend the annual meeting of shareholders.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth each person or entity who has
beneficial ownership of 5% or more of the outstanding Common
Shares of the Company on March 22, 2005, based upon
information furnished to the Company:
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Number of Shares | |
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Percentage of | |
Names of Beneficial Owners |
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Beneficially Owned | |
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Ownership | |
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Michael D. Siegal
5096 Richmond Road
Cleveland, OH 44146
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1,631,099 |
1 |
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15.3 |
% |
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
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776,156 |
2 |
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7.7 |
% |
Batterymarch Financial Management, Inc.
200 Claredon Street
Boston, MA 02116
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754,880 |
3 |
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7.4 |
% |
David A. Wolfort
5096 Richmond Road
Cleveland, OH 44146
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753,666 |
4 |
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7.4 |
% |
American Century Investment Management, Inc.
4500 Main Street, 9th Floor
Kansas City, MO 64111
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667,690 |
5 |
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6.6 |
% |
FMR Corp.
82 Devonshire Street
Boston, MA 02109
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650,628 |
3 |
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6.4 |
% |
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1 |
Does not include 51,000 shares held in various trusts for
the benefit of Mr. Siegals children. Mr. Siegal
disclaims beneficial ownership of such shares. Includes
99,999 shares issuable upon exercise of options exercisable
within sixty days of March 22, 2005. |
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2 |
Based on Schedule 13G/ A filed with the Securities and
Exchange Commission on or about March 2, 2005. |
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3 |
Based on Schedule 13G filed with the Securities and
Exchange Commission on or about February 14, 2005. |
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4 |
Includes 250,666 shares issuable upon exercise of options
exercisable within sixty days of March 22, 2005. |
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5 |
Based on Schedule 13G filed with the Securities and
Exchange Commission on or about February 11, 2005. |
6
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the amount of the Companys
Shares of Common Stock beneficially owned by the Companys
Directors, each of the officers named in the compensation table
included herein, and all the Directors, and executive officers
as a group as of March 22, 2005.
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Number of Shares | |
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Percentage of | |
Names of Beneficial Owners |
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Beneficially Owned | |
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Ownership | |
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Michael D. Siegal
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1,631,099 |
1 |
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15.3 |
% |
David A. Wolfort
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753,666 |
2 |
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7.1 |
% |
Richard T. Marabito
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78,666 |
3 |
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Heber MacWilliams
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43,133 |
4 |
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Richard A. Manson
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21,860 |
4 |
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Martin H. Elrad
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24,333 |
4 |
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Thomas M. Forman
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18,033 |
4 |
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* |
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James B. Meathe
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18,533 |
4 |
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* |
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Ralph M. Della Ratta, Jr.
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9,000 |
4 |
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Howard L. Goldstein
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8,600 |
4 |
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* |
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All Directors and executive officers as a group (10 persons)
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2,606,923 |
5 |
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24.4 |
% |
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1 |
Does not include 51,000 shares held in various trusts for
the benefit of Mr. Siegals children. Mr. Siegal
disclaims beneficial ownership of such shares. Includes
99,999 shares issuable upon exercise of options exercisable
within sixty days of March 22, 2005. |
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2 |
Includes 250,666 shares issuable upon exercise of options
exercisable within sixty days of March 22, 2005. |
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3 |
Does not include 3,000 shares held in various trusts for
the benefit of Mr. Marabitos children.
Mr. Marabito disclaims beneficial ownership of such shares.
Includes 73,166 shares issuable upon exercise of options
exercisable within sixty days of March 22, 2005. |
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4 |
Includes shares issuable upon exercise of options exercisable
within sixty days of March 22, 2005 as follows:
MacWilliams 31,333, Manson 17,500,
Elrad 19,333, Forman 15,833,
Meathe 16,333, Della Ratta 7,000,
Goldstein 7,000. |
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5 |
Includes 538,163 shares issuable upon exercise of options
exercisable within sixty days of March 22, 2005. |
7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Securities Act of 1934, as amended,
requires the Companys officers and Directors, and persons
who own greater than 10% of the Companys Common Stock, to
file reports of ownership and changes in ownership to the SEC.
Officers, Directors and more than 10% shareholders are required
by the SEC to furnish to the Company copies of all
Section 16(a) reports they file. Based solely upon a review
of Forms 3 and 4 and amendments thereto furnished to the
Company during 2004 and Form 5 and amendments thereto
furnished to the Company with respect to 2004, or a written
representation from the reporting person that no Form 5 is
required, all filings required to be made by the Companys
officers and Directors were timely made.
EXECUTIVE OFFICERS COMPENSATION
The following table sets forth certain information with respect
to the compensation paid by the Company during the years ended
December 31, 2004, 2003, and 2002 to the Chief Executive
Officer and each of the other executive officers (the
Named Executive Officers) of the Company:
SUMMARY COMPENSATION TABLE
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Annual Compensation | |
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Name and |
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All Other | |
Principal Position(s) |
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Year | |
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Salary | |
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Bonus | |
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Compensation1 | |
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Michael D. Siegal,
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2004 |
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$ |
492,500 |
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$ |
506,284 |
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$ |
6,150 |
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Chairman of the Board and |
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2003 |
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400,000 |
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0 |
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0 |
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Chief Executive Officer |
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2002 |
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400,000 |
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0 |
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5,500 |
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David A. Wolfort,
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2004 |
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$ |
411,943 |
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$ |
526,284 |
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$ |
6,150 |
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President and |
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2003 |
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385,000 |
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20,000 |
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0 |
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Chief Operating Officer |
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2002 |
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385,000 |
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20,000 |
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5,500 |
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Richard T. Marabito,
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2004 |
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$ |
252,692 |
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$ |
508,781 |
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$ |
6,150 |
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Chief Financial Officer |
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2003 |
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200,000 |
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0 |
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0 |
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2002 |
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200,000 |
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0 |
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5,500 |
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Heber MacWilliams,
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2004 |
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$ |
168,667 |
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$ |
204,571 |
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$ |
6,150 |
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Chief Information Officer |
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2003 |
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150,000 |
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0 |
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0 |
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2002 |
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150,000 |
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105,000 |
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5,500 |
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Richard A.
Manson,2
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2004 |
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$ |
131,654 |
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$ |
204,564 |
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$ |
6,150 |
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Treasurer |
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2003 |
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122,000 |
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0 |
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0 |
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1 |
All Other Compensation includes contributions to the
Companys 401(k) plan to match pre-tax elective deferral
contributions. |
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2 |
Pursuant to SEC rules, no information regarding compensation for
years prior to appointment as Named Executive Officer is
required. |
8
The following table sets forth information regarding individual
grants of stock options pursuant to the Companys Stock
Option Plan during 2004 to each of the Named Executive Officers.
2004 Individual Option Grants
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% of Total Options | |
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Number of Shares | |
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Granted to | |
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Covered by | |
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Employees in | |
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Exercise Price | |
|
Expiration | |
|
Grant Date | |
Name |
|
Option Grant | |
|
Fiscal Year | |
|
($/Share)1 | |
|
Date | |
|
Present Value2 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Michael D. Siegal
|
|
|
25,000 |
|
|
|
10.2 |
% |
|
$ |
12.32 |
|
|
|
4/29/14 |
|
|
$ |
201,574 |
|
David A. Wolfort
|
|
|
25,000 |
|
|
|
10.2 |
% |
|
$ |
12.32 |
|
|
|
4/29/14 |
|
|
$ |
201,574 |
|
Richard T. Marabito
|
|
|
25,000 |
|
|
|
10.2 |
% |
|
$ |
12.32 |
|
|
|
4/29/14 |
|
|
$ |
201,574 |
|
Heber MacWilliams
|
|
|
6,500 |
|
|
|
2.7 |
% |
|
$ |
12.32 |
|
|
|
4/29/14 |
|
|
$ |
52,409 |
|
Richard A. Manson
|
|
|
8,500 |
|
|
|
3.5 |
% |
|
$ |
12.32 |
|
|
|
4/29/14 |
|
|
$ |
68,535 |
|
|
|
1 |
Stock Options were awarded with an exercise price equal to the
fair market value per share of the Common Stock on the grant
date. |
|
2 |
In accordance with the rules of the SEC, the Black-Scholes
option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The
Company cannot predict or estimate the future price of the
Companys Common Stock, and neither the Black-Scholes model
nor any other model can accurately determine the value of an
option. Accordingly, there is no assurance that the value
realized by an officer, if any, will be at or near the value
estimated in the Black-Scholes model. The Black-Scholes
valuation was determined using the following assumptions: an
average volatility of 59%, no dividend yield, a risk-free
interest rate of 4.49% and a projected exercise period of
10 years. |
9
The following table sets forth certain information concerning
the number and value of unexercised options held by each of the
Named Executive Officers at December 31, 2004.
Aggregated Option Exercises in 2004
And December 31, 2004 Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities | |
|
|
|
|
|
|
Underlying Options at Year | |
|
Value of In-The-Money | |
|
|
Options Exercised | |
|
End | |
|
Options at Year End ($)1 | |
|
|
| |
|
| |
|
| |
|
|
Shares Acquired in | |
|
Value | |
|
|
|
|
Name |
|
Exercise | |
|
Realized | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable | |
|
Unexercisable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Michael D. Siegal
|
|
|
0 |
|
|
|
0 |
|
|
|
93,332 |
|
|
|
10,001 |
|
|
$ |
1,781,955 |
|
|
$ |
224,189 |
|
David A. Wolfort
|
|
|
80,000 |
|
|
$ |
1,514,666 |
|
|
|
183,999 |
|
|
|
130,001 |
|
|
$ |
4,039,321 |
|
|
$ |
3,202,329 |
|
Richard T. Marabito
|
|
|
0 |
|
|
|
0 |
|
|
|
66,499 |
|
|
|
10,001 |
|
|
$ |
1,203,371 |
|
|
$ |
224,189 |
|
Heber MacWilliams
|
|
|
4,000 |
|
|
$ |
63,960 |
|
|
|
27,999 |
|
|
|
5,001 |
|
|
$ |
480,170 |
|
|
$ |
112,105 |
|
Richard A. Manson
|
|
|
14,000 |
|
|
$ |
206,340 |
|
|
|
13,666 |
|
|
|
6,334 |
|
|
$ |
234,739 |
|
|
$ |
143,371 |
|
|
|
1 |
These values are based on the spread between the respective
exercise price of outstanding stock options and the fair market
value of the Companys Common Stock at December 31,
2004 ($26.51). These amounts may not represent amounts actually
realized by the Named Executive Officers. |
10
Retention Agreements. The Company has executed Management
Retention Agreements (the Retention Agreements) with
Messrs. Siegal, Wolfort, and Marabito. Under the
Agreements, which do not become operative unless there is a
Change-in-Control of the Company (as defined in the Retention
Agreements), the Company agrees to continue the employment of
the Officer for a certain period (the Contract
Period) following the Change-in-Control in the same
position with the same duties and responsibilities and at the
same compensation level as existed prior to the
Change-in-Control. If during the Contract Period the
Officers employment is terminated without cause, or the
Officer terminates his employment for good reason,
the Officer shall receive a lump-sum severance payment (the
Severance Amount) with continuation of insurance
coverage for one year. The Contract Period for
Messrs. Siegal and Wolfort is two years and their Severance
Amount equals 2.99 times the average of the last three
years compensation. The Contract Period for
Mr. Marabito is one year and his Severance Amount equals
one times the average of his last three years
compensation. Each of the Retention Agreements contains a
non-competition prohibition for one year post-employment (two
years in the cases of Messrs. Siegal and Wolfort).
Siegal Employment Agreement. Mr. Siegal serves as
Chief Executive Officer of the Company pursuant to an employment
agreement terminating December 31, 2006. Under the
agreement, effective July 1, 2004, Mr. Siegal receives
a base salary of $575,000, subject to possible increases as
determined by the Compensation Committee. Bonus compensation
will be determined by the Compensation Committee under the
Senior Management Compensation Program. If the Company
terminates Mr. Siegals employment without
cause during the employment term, he shall continue
to receive his compensation under the agreement for a period
ending on the earlier of (i) December 31, 2006 or
(ii) one year following the termination of employment. The
employment agreement contains a one-year non-competition and
non-solicitation prohibition.
Wolfort Employment Agreement. Mr. Wolfort serves as
President and Chief Operating Officer of the Company pursuant to
an employment agreement terminating December 31, 2005.
Under the agreement, Mr. Wolfort receives a base salary of
$385,000, subject to possible increases as determined by the
Compensation Committee. Effective July 1, 2004, the
Compensation Committee raised Mr. Wolforts base
salary to $425,000. Bonus compensation will be determined by the
Committee under the Senior Management Compensation Program,
subject to a minimum annual bonus of $20,000. Under the
Agreement, Mr. Wolfort was granted an option to
purchase 300,000 shares at $1.97 per share, the
fair market value of the Companys Common Stock on the date
of grant. The option vests in annual installments of 20%,
commencing January 1, 2002. If the Company terminates
Mr. Wolforts employment without cause
during the employment term, he shall continue to receive his
compensation under the agreement for a period ending on the
earlier of (i) December 31, 2005 or (ii) the
second anniversary of his termination of employment. The
employment agreement contains a one-year non-competition
prohibition.
11
Marabito Employment Agreement. Mr. Marabito serves
as Chief Financial Officer of the Company pursuant to an
employment agreement terminating December 31, 2006. Under
the agreement, effective July 1, 2004, Mr. Marabito
receives a base salary of $300,000, subject to possible
increases as determined by the Compensation Committee. Bonus
compensation will be determined by the Compensation Committee
under the Senior Management Compensation Program. If the Company
terminates Mr. Marabitos employment without
cause during the employment term, he shall continue
to receive his compensation under the agreement for a period
ending on the earlier of (i) December 31, 2006 or
(ii) one year following the termination of employment. The
employment agreement contains a one-year non-competition and
non-solicitation prohibition.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
None.
EMPLOYEE BENEFIT PLANS
Senior Manager Compensation Plan. Each of the Executive
Officers participates in the Senior Management Compensation
Program which focuses on pre-tax income and other key operating
metrics. Under the program, each of the Executive Officers can
be granted stock options based on the Companys
performance. The determination of the stock option grants is
made by the Compensation Committee. The Compensation Committee
believes that this program further aligns the interests of
management and shareholders and will provide long-term incentive
for maximizing shareholder value.
Stock Option Plan. Pursuant to the provisions of the
Companys Stock Option Plan (the Plan), key
employees of the Company, non-employee Directors of the Company
and consultants may be offered the opportunity to acquire shares
of Common Stock by the grant of stock options including both
incentive stock options (ISOs), within the meaning of
Section 422 of the Internal Revenue Code of 1986, as
amended, and nonqualified stock options. ISOs are not
available to consultants. The Plan will terminate in January
2009; however, termination of the Plan will not affect
outstanding options. The Compensation Committee administers the
Plan. The Compensation Committee has broad discretion to set the
terms and conditions of the options, provided that no option may
be exercisable more than ten years after the date of grant.
Currently, there are approximately 30 employees and outside
directors eligible to participate in the Plan.
12
The following table provides information as of December 31,
2004 regarding shares outstanding and available for issuance
under the Companys existing stock option plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities | |
|
|
|
Number of | |
|
|
to be Issued Upon | |
|
Weighted-average | |
|
Securities | |
|
|
Exercise of | |
|
Exercise Price of | |
|
Remaining Available | |
Plan Category |
|
Outstanding Options | |
|
Outstanding Options | |
|
for Future Issurance | |
|
|
| |
|
| |
|
| |
Equity compensation plans approved by security holders
|
|
|
887,504 |
|
|
$ |
6.33 |
|
|
|
3,168 |
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
887,504 |
|
|
$ |
6.33 |
|
|
|
3,168 |
|
|
|
|
|
|
|
|
|
|
|
Voluntary Deferred Compensation Plan. Effective
December 15, 2004, the Company adopted the Olympic Steel,
Inc. Executive Deferred Compensation Plan. Under the plan,
participants of the Senior Management Compensation Plan are
eligible to defer receipt of portions of their salary or bonus
until later years.
RELATED PARTY TRANSACTIONS
A corporation owned by family members of Mr. Siegal since
1978 handled a portion of the freight activity for the
Companys Cleveland operation. Payments to this entity
approximated $1.0 million for the year ended
December 31, 2004. A partnership owned by family members of
Mr. Siegal since 1956 has owned one of the Cleveland
warehouses and currently leases it to the Company at an annual
rental of $195,300. The lease expires in 2010.
Mr. Wolfort purchased 300,000 shares of the
Companys Common Stock from treasury on February 22,
2001. The shares were purchased pursuant to a 5-year, full
recourse promissory note payable to the Company due and payable
on or before January 1, 2006 bearing interest at
5.07% per annum. The note was collateralized by a pledge of
the underlying shares. The note and all accrued interest were
repaid in the third quarter of 2004.
The Company purchased several insurance contracts through an
insurance broker that employs Mr. Meathe. Commissions paid
to the insurance broker were approximately $10,000 during 2004.
Mr. Forman serves on the Board of Advisors for a firm that
provides psychological testing profiles for new hires of the
Company. Fees paid to the firm were approximately $9,000 during
2004.
Mr. Siegal and Mr. Wolfort were minority investors in
a company that provided online services to Olympics
employees with respect to their retirement plan accounts.
Mr. Siegal also served as a director for that company.
Since December 2004, this company no longer provides services to
Olympics employees.
13
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for setting and
administering the policies that govern the base salaries,
bonuses and other compensation matters of the executive officers
of the Company. The Compensation Committee consists entirely of
independent Directors of the Company. The Compensation Committee
meets at least once annually to review the compensation program
for the executive officers of the Company. This report documents
the basis of compensation for 2004, with regard to the
Companys Chief Executive Officer and other executive
officers.
Compensation Policy. The executive compensation policy of
the Company is based on the following philosophy: (i) the
need to retain and, as necessary, attract highly qualified
executives with a compensation plan that is competitive with
both public and privately held steel and steel-related
companies; (ii) emphasizing variable, performance-based
compensation tied to the overall profitability of the Company;
(iii) creating a system that would not be overly
complicated or conflict with the bonus system used at the senior
manager level; and (iv) devising a compensation program
that appropriately aligns the interests of executive officers
with those of the Companys shareholders in increasing
shareholder value.
Base Salaries. The annual base salary of the executive
officers is based upon an evaluation of their significant
contributions as individuals and as a team, as subjectively
determined by the Compensation Committee. The Committee reviewed
the cash compensation of numerous senior executives in positions
in other steel and steel-related companies, as well as other
similar sized companies outside of the steel industry, to
determine the range of the base salaries. Base salaries for 2004
were reviewed and approved by the Compensation Committee, and
the amounts paid are included in the Summary Compensation Table.
Incentive Compensation. A significant portion of the
executive officers compensation is incentive bonus-based
and tied to the overall pretax income of the Company. Bonuses
paid in 2004 are included in the Summary Compensation
Table. For years after 2004, the Compensation Committee
adjusted the payment of bonuses under the Senior Manager
Compensation Plan to provide for payments over three years with
active employment, subject to certain exceptions, being a
prerequisite for payment. The Company considers stock options to
be another award of compensation. Stock options were granted to
each of the executive officers and are included in the
2004 Individual Option Grants table.
14
Chief Executive Officer Compensation. The Chief Executive
Officer participates in the same compensation plan provided to
the other executive officers of the Company. During 2004, a
nationally-recognized compensation consultant was engaged to aid
the Compensation Committee in establishing a proper compensation
level. The base salary for the Chief Executive Officer, Michael
D. Siegal, was based upon the Compensation Committees
subjective evaluation of his performance, considering his years
of experience, contributions and accomplishments, his commitment
to increasing shareholder value and information provided by the
compensation consultant. The Compensation Committee also
considered the base compensation packages of other chief
executive officers for comparable companies. Consistent with the
philosophy of the Senior Manager Compensation Plan, the overall
pretax income of the Company is a primary variable in
determining the total compensation paid to the Chief Executive
Officer. Mr. Siegal owns a significant number of shares of
the Company, which provides additional long-term incentive for
maximizing shareholder value.
Thomas M. Forman, Chairman
Martin H. Elrad
Howard L. Goldstein
James B. Meathe
15
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the cumulative total
shareholder return on the Companys Common Shares against
the cumulative total return of the Nasdaq U.S. composite
index and indices to peer groups from December 1999 through
December 2004.
The stock price performance graph below shall not be deemed
incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically
incorporates this information by reference and shall not
otherwise be deemed filed under such acts.
TOTAL RETURN TO SHAREHOLDERS
(Assumes $100 investment on 12/31/99)
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total Return | |
Analysis |
|
12/31/99 | |
|
12/31/00 | |
|
12/31/01 | |
|
12/31/02 | |
|
12/31/03 | |
|
12/31/04 | |
|
Olympic Steel, Inc.
|
|
$ |
100.00 |
|
|
$ |
41.45 |
|
|
$ |
53.68 |
|
|
$ |
67.37 |
|
|
$ |
172.84 |
|
|
$ |
558.11 |
|
Peer
Group1
|
|
$ |
100.00 |
|
|
$ |
84.91 |
|
|
$ |
84.79 |
|
|
$ |
82.19 |
|
|
$ |
132.20 |
|
|
$ |
185.14 |
|
Nasdaq US Index
|
|
$ |
100.00 |
|
|
$ |
60.71 |
|
|
$ |
47.93 |
|
|
$ |
32.82 |
|
|
$ |
49.23 |
|
|
$ |
53.46 |
|
Source: CTA Public Relations www.ctapr.com
(303) 665-4200. Data from BRIDGE Information Systems, Inc.
|
|
1 |
Peer Group consists of A.M. Castle & Co., Gibraltar
Industries, Inc., Shiloh Industries, Inc., Steel Technologies
Inc., Ryerson Tull, Inc., Reliance Steel and Aluminum Company,
and Worthington Industries, Inc. |
16
INFORMATION REGARDING THE INDEPENDENCE OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Audit Fees. Aggregate fees for professional services
rendered by PricewaterhouseCoopers LLP (PwC) for the
audit of the Companys annual financial statements and for
its review of the financial statements included in the
Companys Forms 10-Q were $482,000 for 2004 and
$186,000 for 2003. Services performed in 2004 include the audit
of the Companys annual financial statements, the internal
control attestations required under the Sarbanes-Oxley Act, the
quarterly reviews of the financial statements included in the
Companys Forms 10-Q and the issuance of a comfort
letter related to a proposed equity offering.
Audit-Related Fees. Aggregate fees for assurance and
related services by PwC that were reasonably related to the
performance of the audit or review of the Companys
financial statements and which were not reported under
Audit Fees above were $14,700 in 2004 and $0 in
2003. The services performed related to the application of FASB
Interpretation No. 46.
Tax Services. Aggregate fees for tax services provided by
PwC totaled $0 in 2004 and $8,900 in 2003.
All Other Fees. There were no other fees paid to PwC in
2004 or 2003.
Pre-Approval Policy. All services listed above were
pre-approved by the Audit Committee, which concluded that the
provision of such services by PwC was compatible with the
maintenance of that firms independence in the conduct of
its auditing functions. The Audit Committee Charter provides for
pre-approval of non-audit services.
Representatives of PwC are expected to be present at the annual
meeting with the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to
appropriate questions.
OTHER MATTERS
The Board of Directors of the Company is not aware that any
matter other than listed in the Notice of Meeting that is to be
presented for action at the meeting. If any of the Boards
nominees is unavailable for election as a Director or any other
matter should properly come before the meeting, it is intended
that votes will be cast pursuant to the Proxy in respect thereto
in accordance with the best judgment of the person or persons
acting as proxies.
PROXY SOLICITATION
The Company will bear the expense of preparing, printing and
mailing this Proxy Statement. In addition to solicitation by
mail, officers and regular employees of the Company may solicit
by telephone the return of Proxies. The Company will request
brokers, banks and other custodians, nominees and fiduciaries to
send Proxy material to beneficial owners and will, upon request,
reimburse them for their expenses.
17
SHAREHOLDERS PROPOSALS
The deadline for shareholders to submit proposals to be
considered for inclusion in the Proxy Statement for the 2006
Annual Meeting of Shareholders is expected to be
November 29, 2005.
ANNUAL REPORT
The Companys Annual Report for the year ended
December 31, 2004, including consolidated financial
statements of the Company and the report thereon of
PricewaterhouseCoopers LLP is being mailed to shareholders with
this Notice of the Annual Meeting and Proxy Statement.
|
|
|
Marc H. Morgenstern |
|
Secretary |
|
|
By Order of the Board of Directors |
|
April 11, 2005 |
18
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2005
This Proxy is
Solicited by the Board of Directors
At the Annual Meeting of Shareholders of OLYMPIC STEEL, INC. to be held on April
28, 2005, and at any adjournment, MICHAEL D. SIEGAL and DAVID A. WOLFORT, and
each of them, with full power of substitution and resubstitution, are hereby
authorized to represent me and vote all my shares on the following matters:
You are encouraged to specify your choices by marking the appropriate boxes, but
you need not mark any boxes if you wish to vote in accordance with the Board of
Directors recommendations. The Proxies cannot vote your shares unless you sign
and return this Card. Unless otherwise specified above, this proxy will be voted
FOR the election as Directors of the nominees noted on the reverse side.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPENO POSTAGE NECESSARY.
(Continued and to be signed on reverse side.)
PLEASE MARK VOTE IN OVAL
IN THE FOLLOWING MANNER USING DARK INK ONLY.
n
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For
All |
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Withhold
All |
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For All
Except |
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1.
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Election of three Directors:
Nominees: Michael D. Siegal
Thomas M. Forman
James B. Meathe
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o
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o
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o
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2. Any other matter that may
properly come before this Meeting. |
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INSTRUCTION: To withhold authority to vote for any individual
nominee, write the nominees name on the space provided
below.
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Dated: |
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|
, 2005 |
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Signature or
Signatures |
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NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give full title as such. |
FOLD AND DETACH HERE
Regardless of whether you plan to attend the Annual Meeting
of Shareholders, you can be sure your shares are
represented at the meeting by promptly returning
your proxy in the enclosed envelope.