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 toss.240.14a-11(c) orss.240.14a-12
Gentner Communications Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] 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:
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GENTNER COMMUNICATIONS CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 9, 2000
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Gentner Communications Corporation (the "Company"), a Utah Corporation, will be
held on November 16, 2000, at 3:15 P.M. MST, at the Company's corporate offices
located at 1825 Research Way, Salt Lake City, Utah 84119 for the following
purposes:
1. To elect five members of the Company's Board of Directors;
2. To ratify the appointment of the Company's independent auditors;
and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. The Board of Directors recommends that an
affirmative vote be cast in favor of all nominees and for each of the proposals
listed in the proxy card.
Only the shareholders of record at the close of business on September
29, 2000 are entitled to notice of and to vote at the meeting and any
adjournment thereof.
All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any shareholder attending
the meeting may vote in person even if such shareholder has previously returned
a proxy.
FOR THE BOARD OF DIRECTORS
----------------------------------------
Frances M. Flood, President and
Chief Executive Officer
GENTNER COMMUNICATIONS CORPORATION
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors of
Gentner Communications Corporation (the "Company") for use at the Company's
Annual Meeting of Shareholders ("Annual Meeting") to be held November 16, 2000
at 3:15 P.M. MST, or at any postponement or adjournment thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders. The Annual Meeting will be held at the above date and time at the
Company's offices located at 1825 Research Way, Salt Lake City, Utah 84119. The
telephone number at that address is (801) 975-7200.
These proxy solicitation materials were first mailed on or about October
9, 2000 to all shareholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
Record Date and Shares Outstanding
Shareholders of record at the close of business on September 29, 2000
(the "Record Date") are entitled to notice of, and to vote at, the Annual
Meeting. On the Record Date, 8,560,896 shares of Common Stock were issued and
outstanding. Each shareholder will be entitled to one vote for each share of
Common Stock held on the record date.
Voting of Proxies
By completing and returning the accompanying proxy, the shareholder
authorizes Frances M. Flood and Susie S. Strohm, as designated on the face of
the proxy, to vote all shares for the shareholder. All proxies that are properly
signed and dated will be voted as the shareholder directs. If no direction is
given, executed proxies will be voted FOR each of the nominees and listed
proposals.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to Susie S. Strohm,
Secretary of the Company, a written notice of revocation, a duly executed proxy
bearing a later date or by attending the Annual Meeting and voting in person.
Solicitation
The cost of this solicitation will be borne by the Company. In addition,
the Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain of
the Company's directors, officers, and regular employees, without additional
compensation, personally or by telephone, facsimile, or telegram.
Deadline for Receipt of Shareholder Proposals
The Company currently anticipates the Annual Meeting in 2001 will be
held on or about November 15, 2001. Any shareholder desiring to submit a
proposal for inclusion in the Company's proxy statement and form of proxy for
the Company's 2001 Annual Meeting of Shareholders should transmit such proposal
to the Secretary of the Company on or before June 11, 2001. For any other
proposal that a shareholder wishes to have considered at the Company's 2001
Annual Meeting, the shareholder must notify the Company of the proposal on or
before August 27, 2001. Proposals for which the Company receives notice after
that time will be considered untimely, and the persons serving as proxies will
have discretionary authority to vote on such matter at the meeting.
Vote Required for Approval
A quorum of the shares of the Company must be present at the Annual
Meeting in order for the shareholders to take official action. Under Utah law
and the Articles of Incorporation and Bylaws of the Company, a quorum will exist
if a majority of the shares issued by the Company and entitled to vote on a
matter at the Annual Meeting are present, in person or by proxy. Abstentions and
broker non-votes will be considered present at the Annual Meeting and will be
counted for purposes of determining whether a quorum exists, but abstentions and
broker non-votes will not be counted for purposes of determining the vote on any
matter currently proposed for action at the Annual Meeting. The election of
directors will be determined by plurality vote. The Board of Directors
recommends that an affirmative vote be cast in favor of all nominees and for
each of the proposals listed in the proxy card.
STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership
of the Common Stock of the Company as of September 1, 2000 by (i) each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each director of the Company,
(iii) the Chief Executive Officer and each other executive officer of the
Company whose salary and bonus for the year ended June 30, 2000 exceeded
$100,000, and (iv) all executive officers and directors of the Company as a
group. Each person has sole investment and voting power with respect to the
shares indicated, subject to community property laws where applicable, except as
otherwise indicated below. The address for each beneficial owner is in care of
the Company, 1825 Research Way, Salt Lake City, Utah 84119.
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Amount of Percentage
Names of Beneficial Owners Beneficial Ownership(1) of Class(2)
-------------------------- --------------------- ---------
Edward Dallin Bagley 1,721,618(3) 20.1%
Frances M. Flood 229,327(4) 2.7%
Susie Strohm 129,063(5) 1.5%
Brad R. Baldwin 96,166(6) 1.1%
Curtis Hewitson 41,885(7) 0.5%
David J. Wiener 13,250(8) 0.2%
Randall J. Wichinski 10,750(9) 0.1%
Directors and Executive Officers
as a Group (8 people) 2,264,734(3-10) 26.5%
1 For each shareholder, the calculation of percentage of beneficial ownership
is based on 8,560,896 shares of Common Stock outstanding as of September 1,
2000 and shares of Common Stock subject to options held by the shareholder
that are currently exercisable or exercisable within 60 days of September 1,
2000.
2 The percentage ownership for any person is calculated assuming that all the
stock that could be acquired by that person within 60 days by option
exercise or otherwise, is in fact outstanding and that no other stockholder
has exercised a similar right to acquire additional shares.
3 Director. Includes: 1,309,235 shares owned directly; 100,000 shares owned by
a corporation controlled by Mr. Bagley; 50 shares owned by Mr. Bagley's wife
as custodian for one of Mr. Bagley's daughters; and 312,333 shares held in
the Bagley Family Revocable Trust, of which Mr. Bagley is co-trustee, the
sole beneficiary of which is Mr. Bagley's mother. Excludes: 50 shares owned
by another of Mr. Bagley's daughters who is not a member of his household.
Mr. Bagley disclaims beneficial ownership of such 50 shares and the shares
owned by the Bagley Family Revocable Trust.
4 President, CEO and Director. Includes: 52,993 shares owned directly; options
to purchase 176,334 shares that are exercisable within 60 days.
5 Vice President and CFO. Includes: 29,599 shares owned directly; options to
purchase 99,464 shares that are exercisable within 60 days.
6 Director. Includes: 66,166 shares owned directly; options to purchase 25,000
shares that are exercisable within 60 days; and 5,000 shares owned by Mr.
Baldwin's wife.
7 Vice President. Includes: 6,135 shares owned directly; options to purchase
35,750 shares that are exercisable within 60 days.
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8 Director. Includes: 7,000 shares owned directly; options to purchase 6,250
shares that are exercisable within 60 days.
9 Director. Includes: 4,500 shares owned directly; options to purchase 6,250
shares that are exercisable within 60 days.
10 Includes: An additional 425 shares owned directly by one additional officer;
and options to purchase 22,250 shares that are exercisable within 60 days by
this officer.
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PROPOSAL ONE -- ELECTION OF DIRECTORS
The Company currently has five directors. Five are nominated for
re-election at the Annual Meeting to serve until the next Annual Meeting of
Shareholders or until their respective successors are duly elected and
qualified. David Wiener was voted in as a director to fill the vacancy left by
Edward N. Bagley. Unless otherwise instructed, the proxies will be voted for the
election of the five nominees named below. In the event any nominee is unable to
serve, the proxies will be voted for a substitute nominee, if any, to be
designated by the Board of Directors. The Board of Directors has no reason to
believe any nominee will be unavailable.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE
NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
Nominees
The following individuals are currently directors of the Company:
Name Age Principal Occupation Since
---- --- -------------------- -----
Edward Dallin Bagley 62 Attorney 1994
Brad R. Baldwin 45 Executive Vice President 1988
and General Counsel of
Idea Exchange, Inc.
Frances M. Flood 44 Chief Executive Officer 1998
and President
Randall J. Wichinski 47 President of East 1999
Cincinnati Running
Company, Inc.
David Wiener 42 President and CEO of 2000
SoundTube Entertainment,
Inc.
Edward Dallin Bagley has been a Director of the Company since April
1994. Previously, Mr. Bagley served as a Director of the Company from April 1987
to July 1991. Mr. Bagley began practicing law in 1965. Mr. Bagley is currently a
director of Tunex International, a chain of automotive engine performance and
service centers, NESCO, Inc., Buyers Online.com and 1-800-DISCOUNTS.com. Mr.
Bagley received a Juris Doctorate in 1965 from the University of Utah College of
Law.
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Brad R. Baldwin has been a Director of the Company since 1988. In
February 2000, Mr. Baldwin helped co-found and presently serves as Executive
Vice President and General Counsel of Idea Exchange, Inc., an internet company
dealing with ideas and intellectual capital. From October 1, 1994 to January 30,
2000, Mr. Baldwin served as President and Chief Executive Officer of Bank One,
Utah, a commercial bank headquartered in Salt Lake City, Utah. Mr. Baldwin
served as Senior Vice President and General Counsel of Bank One from 1988 until
his appointment as President and CEO. From 1981 to 1988, Mr. Baldwin was engaged
in the practice of law at the firm of Biele, Haslam, and Hatch in Salt Lake
City, Utah. Mr. Baldwin received a Juris Doctorate in 1980 from the University
of Washington.
Frances M. Flood has been a Director of the Company since June of 1998.
Ms. Flood joined the Company in October 1996 as Vice-President of Sales and
Marketing. She was named President in December 1997 and Chief Executive Officer
in June 1998. Prior to joining the Company, Ms. Flood was Area Director of Sales
and Marketing for Ernst & Young, LLP, an international accounting and consulting
firm. Ms. Flood has over twenty-five years experience in sales, marketing,
change management, international business and finance.
Randall J. Wichinski has been a Director of the Company since June 1999.
He is currently President of East Cincinnati Running Company, Inc. From April
1983 to March 1999, Mr. Wichinski was employed at Ernst & Young LLP, an
international accounting and consulting firm, serving as a Tax Partner for ten
years. He received a bachelor's degree in 1977 and a Masters of Business
Administration degree in 1982 from the University of Wisconsin-Madison.
David Wiener has been a Director of the Company since January 2000. Mr.
Wiener has served as President and CEO of SoundTube Entertainment, Inc., a
manufacturer of innovative commercial and consumer audio speakers, since January
1995. SoundTube Entertainment is a division of David Wiener Ventures, a product,
fashion and image development company founded by Mr. Wiener in 1982. Mr. Wiener
received his bachelor's degree in engineering, aerodynamics and art from
Hampshire College in Amherst, Massachusetts.
Director Compensation
All directors serve until their successors are elected and have
qualified. The Company pays each director $650 per month for services provided
as a director. Directors who are also employees of the Company receive no
additional compensation for serving on the Board of Directors.
Committees of the Board of Directors
The Board of Directors has two committees: the Audit and Compensation
Committees. The Audit Committee is currently composed of Mr. Edward Dallin
Bagley, Mr. Brad R. Baldwin, Mr. Randall J. Wichinski and Mr. David Wiener. The
Compensation Committee is currently composed of Mr. Edward Dallin Bagley, Mr.
Brad R. Baldwin, Mr. Randall J. Wichinski and Mr. David Wiener. The Audit
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Committee is authorized to review proposals of the Company's auditors regarding
annual audits, recommend the engagement or discharge of the Company's auditors,
review recommendations of such auditors concerning accounting principles and the
adequacy of internal controls and accounting procedures and practices, to review
the scope of the annual audit, to approve or disapprove each professional
service or type of service other than standard auditing services to be provided
by the auditors, and to review and discuss the audited financial statements with
the auditors. The Compensation Committee makes recommendations to the Board of
Directors regarding remuneration of the executive officers and directors of the
Company and administers the incentive plans for directors, officers and key
employees.
Meetings of the Board of Directors and Committees
The Board of Directors held seven meetings during the last fiscal year.
The Audit Committee held one formal meeting during the last fiscal year. The
Compensation Committee held one formal meeting during the last fiscal year.
During the last fiscal year no incumbent director attended fewer than 75 percent
of all meetings.
Executive Officers
Officers are elected to serve, subject to the discretion of the Board of
Directors, until their successors are appointed. The executive officers of the
Company are as follows:
Name Age Position
---- --- --------
Frances M. Flood 44 President and Chief Executive Officer
Tracy Bathurst 36 Vice President of Technology
Curtis Hewitson 36 Vice President of Human Resources
Susie S. Strohm 40 Vice President of Finance and Chief Financial
Officer
For the biography of Ms. Flood, see "Directors."
Tracy Bathurst was named Vice President of Technology in April 2000. He
has been with Gentner since 1988, serving in various roles in engineering and
engineering management. He is responsible for engineering and technology
development for the organization. Prior to joining the Company, Mr. Bathurst
worked in the cable television and telecommunications industries for over five
years. Mr. Bathurst holds a Bachelor of Science degree from Southern Utah
University.
Curtis Hewitson was named Vice President of Human Resources for Gentner
Communications in November 1998. He has been with Gentner since December 1994
serving in Human Resources. He is responsible for all aspects of Human Resources
and office administration. Prior to joining the Company, Mr. Hewitson worked in
the telecommunications industry for nine years. In 1989, Mr. Hewitson received a
Bachelor of Science degree from the University of Utah.
7
Susie S. Strohm became Vice President of Finance in 1997 and was named
CFO during 1998. In 1996, Ms. Strohm joined the Company as its Controller. She
is responsible for all the Company's accounting, financial and tax planning,
financial and management reporting, and Securities and Exchange Commission
filings. Prior to joining the Company, Ms. Strohm was the Controller for
Newspaper Agency Corporation in Salt Lake City, Utah. She graduated from the
University of Utah with a Bachelor of Science degree in Accounting, and received
her Masters of Business Administration degree from Westminster College.
Executive Compensation
Summary Compensation
The following table sets forth the compensation of the Chief Executive
Officer of the Company and the other most highly compensated executive officers
of the Company for each of the Company's last three fiscal years whose total
salary and bonus for the year ended June 30, 2000 exceeded $100,000, for
services rendered in all capacities to the Company during such fiscal years.
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SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
-------------------------- ---------------------------------
Awards Payouts
----------------- ---------------
Securities
Other Restric- Under- All
Annual ted lying Other
Compen- Stock Options LTIP Compen-
Name and Position Year Salary Bonus sation Awards /SARS Payouts sation(1)
- ----------------- ---- ------ ----- ------ ------ ----- ------- --------
Frances M. Flood Fiscal
CEO & President 2000 $160,333 $73,700 None None 50,000 None $1,802
Fiscal
1999 $104,912 $66,064 None None None None $2,022
Fiscal
1998 $117,310 $16,649 None None None None None
Curtis Hewitson Fiscal
Vice President(2) 2000 $73,574 $31,400 None None 50,000 None $1,841
Fiscal
1999 $60,000 $10,278 None None None None $1,800
Susie Strohm Fiscal
CFO & Vice President 2000 $100,167 $55,538 None None 50,000 None $1,976
Fiscal
1999 $72,716 $44,414 None None None None $1,721
Fiscal
1998 $81,991 $9,849 None None None None None
1 These amounts reflect the Company's contributions to the deferred
compensation plan (401(k) plan).
2 Mr. Hewitson was not an executive officer until fiscal year 1999.
Stock Options/SARS
The following table sets forth the stock option and SAR grants to the named
executive officers for the last fiscal year:
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OPTION/SAR GRANTS IN FISCAL YEAR ENDED JUNE 30, 2000
(INDIVIDUAL GRANTS)
Number of Percent of
Securities Total Options
Underlying /SARs Granted Exercise
Options/SARs to Employees or Base Expiration
Name and Position Granted (#) in Fiscal Year Price ($/Sh) Date
- ----------------- ----------- -------------- ------------ ----
Frances M. Flood 50,000 7% $15.25 6/30/2010
Curtis Hewitson 50,000 7% $15.25 6/30/2010
Susie Strohm 50,000 7% $15.25 6/30/2010
These underlying options will vest in total ("cliff vest") at the end of
six years from the date of grant. However, vesting of all or a portion of these
options may be accelerated if certain targeted earnings per share goals are met.
Aggregated Stock Option/SAR Exercises
The following table sets forth the aggregated stock options and SARs
exercised by the named executive officers in fiscal 2000 and the year-end value
in-the-money of unexercised options and SARs:
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED JUNE 30, 2000
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares
Acquired Value Exercisable/ Exercisable/
Name and Position on Exercise (#) Realized ($) Unexercisable Unexercisable(1)
- ----------------- --------------- ------------ ------------- ----------------
Frances M. Flood 0 $0 126,334/196,000 $1,632,455/$1,777,575
Curtis Hewitson 0 $0 18,500/116,500 $216,334/$766,353
Susie Strohm 0 $0 71,964/146,500 $914,881/$1,125,227
1 This value was calculated based on the closing stock price of $14.00 on June
30, 2000.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gentner Research Ltd. ("GRL"), is a related limited partnership, formed
on August 1985, in which the Company is the general partner and Edward Dallin
Bagley and, among other unrelated parties, certain members of his family, are
the limited partners. In 1987 and 1988, GRL sold to the Company proprietary
interests in the VRC-1000 (now VRC-2000), VRC-1000 Modem (now VRC-2000) and
Digital Hybrid in exchange for royalty payments. Royalty expense recognized by
the Company for the years ending June 30, 2000, 1999, and 1998 was $16,000,
$39,900 and $43,500, respectively. The following directors and/or executive
officers and members of their immediate families have purchased the following
interests in GRL:
Edward Dallin Bagley (Director)................... 10.42%
The Bagley Family Revocable Trust................. 5.21%
Robert O. Baldwin (father of Brad Baldwin)........ 10.42%
The Company has also formed a second related limited partnership,
Gentner Research II, Ltd. ("GR2L"), also in which it acts as general partner. In
fiscal year 1997, GR2L sold proprietary interest in the GSC3000 to the Company
in exchange for royalty payments. Royalty expense with GR2L for the years ending
June 30, 2000, 1999, and 1998 was $106,084, $82,989 and $54,810. The following
directors and/or executive officers and members of their immediate families have
purchased the following interests in GR2L:
Brad R. Baldwin (Director)........................ 3.19%
Robert O. Baldwin (father of Brad Baldwin)........ 9.58%
Edward D. Bagley (Director)....................... 6.39%
The Bagley Family Revocable Trust................. 6.39%
Mr. Bagley's mother is the sole beneficiary of the Bagley Family
Revocable Trust.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's equity securities to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes of ownership of equity securities of the Company. Officers,
directors and greater than 10% shareholders are required to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, the persons described above have filed all
applicable Section 16(a) requirements during the preceding fiscal year, except
that the following Forms were filed late: Mr. Wiener's Form 3 upon his election
to the Board of Directors; Mr. Edward N. Bagley's Form 4 following his death;
Mr. Wichinski's Form 4 relating to an open market purchase of stock; and Mr.
Hewitson's Form 4 relating to an open market purchase of stock.
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PROPOSAL TWO -- RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young, LLP, as independent
auditors for the Company for the current fiscal year, and recommends that the
shareholders vote for ratification of such appointment. Ernst & Young, LLP, has
served as the Company's independent auditors since 1990.
Neither Ernst & Young nor any of its members have ever had any direct or
indirect financial interest in the Company or been connected with the Company as
promoter, underwriter, voting trustee, director, officer, or employee. It is
anticipated that a representative of Ernst & Young will attend the Annual
Meeting and will be available to respond to questions. It is not anticipated
that the representative will make any statement or presentation, although he
will have an opportunity to do so if he desires.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF THE INDEPENDENT AUDITORS.
OTHER MATTERS
The Board of Directors knows of no other matter to be presented for
action at the Annual Meeting. If any other matters properly come before the
meeting, it is the intention of the persons named in the enclosed proxy to vote
the shares they represent as the Board of Directors may recommend.
It is important that your stock be represented at the meeting,
regardless of the number of shares which you hold. You are, therefore, urged to
execute and return the accompanying proxy in the postage-prepaid envelope
enclosed for that purpose at your earliest convenience.
FOR THE BOARD OF DIRECTORS
--------------------------------------------
Frances M. Flood, President
and Chief Executive Officer
Salt Lake City, Utah
October 9, 2000
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