ALERT>DBCC DEF/14A Form of Proxy...How to Reward Failure*
or financial legerdemaine v. superior management.
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (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 Rule 14a-11(c) or Rule 14a-12
DATA BROADCASTING CORPORATION
(Name of Registrant as Specified in Its Charter)
Reed L. Benson, Secretary and General Counsel
(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:
DATA BROADCASTING CORPORATION
3490 Clubhouse Drive, I-2
Jackson, Wyoming 83001
December , 1998
---
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Data Broadcasting Corporation, a Delaware corporation (the "Company"), to
be held at the Continental Insurance Building, 180 Maiden Lane, New York, New
York on January 19, 1999 at 10:00 a.m. EST. The meeting will take place in
the Ricker Auditorium on the Mezzanine Level.
The matters expected to be acted upon in the meeting are described in
the attached Notice of Annual Meeting of Stockholders and Proxy Statement. In
addition, we will report to you on the Company's progress during the past year
and receive your questions and comments concerning the Company.
It is important that your shares be represented at the meeting, whether
or not you are able to be present. Accordingly, we urge you to complete the
enclosed proxy and promptly return it to our vote tabulators in the postage
prepaid envelope provided. If you do attend the meeting and wish to vote in
person, you may withdraw your proxy at that time.
Alan J. Hirschfield Allan R. Tessler
Co-Chairman of the Board Co-Chairman of the Board
DATA BROADCASTING CORPORATION
3490 Clubhouse Drive, I-2
Jackson, Wyoming 83001
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 19, 1999
TO THE STOCKHOLDERS OF DATA BROADCASTING CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Data
Broadcasting Corporation (the "Company") will be held on January 19, 1999 at
10:00 a.m. EST in the Ricker Auditorium on the Mezzanine level of the
Continental Insurance Building, 180 Maiden Lane, New York, New York for the
following purposes.
1. To elect nine directors to serve until the next annual meeting of
the Company or until their successors have been duly elected and
qualified;
2. To consider and vote on a proposal to ratify the appointment of
PricewaterhouseCoopers, LLP as the independent auditor of the
Company for the fiscal year ending June 30, 1999;
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 has fixed the close of business on November 23,
1998 as the record date for the determination of stockholders entitled to
notice of and to vote at this Annual Meeting and at any adjournment thereof.
Representation of at least a majority of all outstanding shares of common
stock of the Company is required to constitute a quorum. Accordingly, it is
important that your stock be represented at the Annual Meeting.
Whether or not you plan to attend the meeting, please complete, date and
sign the enclosed proxy card and return it in the enclosed envelope. You may
revoke your proxy at any time before it is voted.
By Order of the Board of Directors
Reed L. Benson
Secretary and General Counsel
Jackson, Wyoming
December , 1998
---
Repricing of Stock Options
Effective as of June 22, 1998 the Stock Option Committee unanimously
approved the repricing of certain stock options. The Committee designated
885,500 options to be repriced, which affected 60 different employees and
directors of the Company. The Committee repriced the options to reward the
employees for past services and to give them incentive to remain with the
Company. The sole named executive officer affected by the repricing
follows:
10-YEAR OPTION REPRICINGS
Market Length Of
Number Of Price Of Exercise Original
Securities Stock At Price At Option Term
Underlying Time Of Time of Remaining At
Options/SARs Repricing Repricing New Date Of
Repriced Or Or Or Exercise Repricing Or
Name Date Amended Amendment Amendment Price Amendment
(#) ($) ($) ($)
------ ------ ----------- --------- ---------- ------- -----------
(a) (b) (c) (d) (e) (f) (g)
Mark F. Imperiale
President, Chief
Financial Officer,
and Chief
Operating
Officer 6-22-98 50,000 $5.19 $8.00 $5.19 7.33 years
source: © 1998 freeedgar.com
"...at the very least, every proposal to reprice existing options
should be put to a shareholder vote...no less important, repricings for
top execs [and certainly directors] make no sense under any
conditions. Stock options are long-term incentives that should not be
used to reward a management team that fails to produce results.
If anything, [Cendant's] repricing confirms the need for new
accounting treatment for stockoptions. The Financial Accounting
Standards Board is proposing that all repriced options be charged to
earnings. The hit would be so considerable at some sompanies that it
would discourage repricings. That's a good idea..."*
...this is very disturbing and continues DBCCs entrenched Board of
Directors, Hirschfield, Tessler and Imperiale's consistent patterns of
sustaining shareholder value destruction/failure to create shareholder
value concomitant with rewarding said shareholder value
destruction...the [substantive] street simply will never cover a
company whose management team is only capable of creating
insider shareholder value...and note that Hirschfield, Tessler,
Imperiale and DBCCs entrenched Board [opportunistically and timely]
capitalized upon FASBs pending 'stock option repricing' proposals...
*source: © copyright BUSINESS WEEK/October 12,
1998 HOW TO REWARD FAILURE:REPRICE STOCK
OPTIONS, by John A. Byrne, Senior Writer, page 50. |
