DD Part 3
MANAGEMENT OF THE COMPANY
Bid.Com's management team has demonstrated sales and marketing expertise in addition to its core competency in
E-commerce applications. Three of the Company's senior managers have over fifty years of combined experience in
the North American consumer products marketplace.
The names, municipalities of residence, positions and principal occupations of the directors and officers of the
Company are as follows:
Name and Municipality Position with the Principal
of Residence Company
Occupation
Paul Godin2, 4 Chairman, Chief Chairman of the Board
Kettleby, Ontario Executive Officer and and Chief Executive
Director Officer of the Company
Jeffrey Lymburner2, 4 President, Secretary- President and Secretary-
Tampa, Florida Treasurer and Treasurer of the Company
Director
Christopher Bulger1,2, 3, 4 Chief Financial Officer, Partner with HDL Capital
Toronto, Ontario Assistant Secretary and Corporation and Chief Financial
Director Officer and Assistant Secretary of
the Company
Dr. Duncan Copeland1, 3 Director President, Copeland and Company
Potomac, Maryland and Visiting Professor of Business,
Georgetown University
Name and Municipality Position with the Principal
of Residence Company
Occupation
Frank Clegg1 Director Vice-President, Central US and
Mississauga, Ontario Canada Region, Microsoft
Corporation
Rocco Rossi Director Vice-President, Strategic Planning
Toronto, Ontario and New Media, Toronto Star
Michael Abramsky Director President, Rogers Media
Toronto, Ontario Inc.
Jerry S. Vickers Director Vice-President, Corporate Finance,
Toronto, Ontario Yorkton Securities Inc.
Fred Singer Director Senior Vice-President, AOL
Studios
Great Falls, Virginia
David Pamenter Director and Assistant Partner, Gowling, Strathy &
Toronto, Ontario Secretary Henderson, Barristers & Solicitors
Robert W.A. Joynt Vice-President, Vice-President, General
Oakville, Ontario General Merchandising Merchandising Manager
Manager of the Company
Jim Moskos Vice-President, Technology Vice-President, Technology
Mississauga, Ontario of the Company
Paul Hart Senior Vice-President, Senior Vice-President,
Oakville, Ontario Finance Finance of the Company
Brent Bowes Corporate Controller Corporate Controller and
Mississauga, Ontario and Assistant Secretary Assistant Secretary of
the Company
(1) Member of Audit Committee
(2) Member of Executive Committee
(3) Member of the Compensation Committee
(4) Member of the Stock Option Committee
Directors and Officers
Paul Godin is the Chairman and Chief Executive Officer and a founding shareholder of the Company. Prior to the
founding of Bid.Com in September, 1995, Mr. Godin was Senior Vice-President, Corporate Sales and Marketing for
Completely Mobile Inc., a Canadian company which designs and implements wireless data systems. He has an
extensive marketing and management background spanning 20 years in retail and wholesale electronics and
computer distributors. Before joining Completely Mobile in 1994, Mr. Godin was Vice-President and General
Manager of Casio Canada Inc., makers of calculators and household electronic goods. Mr. Godin was also
Vice-President, Sales and Marketing, for Alpine Electronics of Canada Inc. and has privately consulted to Canadian
Airlines, H.J. Heinz, and Clarion Canada.
Jeff Lymburner is the President and a founding shareholder of Bid.Com. Mr. Lymburner is also President of IL
USA. Prior to the founding of Bid.Com, Mr. Lymburner was President, from 1990 to 1995, of Completely Mobile
Inc., a company that he started and grew to five high profile retail outlets. In the 1980's, Mr. Lymburner held several
management positions with responsibilities for advertising, purchasing, store management, sales management and
strategic planning for Multitech Warehouse Direct, a national consumer electronics retail chain. Mr. Lymburner
helped build this retail chain from the start-up level to approximately 50 stores and annual revenues in excess of $100
million. He left the position of National Manager Corporate Sales for Multitech to start his own business. Mr.
Lymburner started his career as a Systems Engineer with IBM in 1978.
Chris Bulger has been with the Company on a full time basis for approximately two and one-half years and is also a
partner with HDL Capital Corporation, a Toronto based merchant bank which specializes in the venture capital
sector. From 1991 to 1993 he was Vice-President Finance with Erin Maxx Canada Corp. and from 1981 to 1988 he
managed the business turnaround and ultimate sale of Murray G. Bulger & Associates Limited. Mr. Bulger obtained
his corporate finance experience from 1988 to 1991 while in the merchant banking group of Central Capital
Corporation. Mr. Bulger began his career in 1980 as a Research Analyst with Midland Doherty Limited. Mr. Bulger
is a Chartered Financial Analyst (CFA) and holds an MBA from the European Institute of Business Administration
(INSEAD).
Robert Joynt was Vice-President Sales & Marketing for Logitech Electronics Inc. from July, 1994 to December,
1995 and prior to that President of Koss Limited and Vice-President of Koss Corporation since 1984. Mr. Joynt has
spent the last 18 years in the consumer electronics industry. In addition to a diversified background in general and
product management, he has a track record of accomplishments in product development, marketing and sales.
James I. Moskos has spent in excess of 12 years in the management, development, delivery and deployment of
large scale, mission critical, information technology solutions for a wide array of clients. This includes recent and
specific experience in the development and delivery of client server and Inter/Intranet applications for a department
with a staff of over 3,000 employees and a budget of $4 billion dollars. For the previous five years, Mr. Moskos has
held the position of Senior Technology Manager for the Department of Indian Affairs and Northern Development
(the “Department”). In this role, he was responsible for setting the technical direction for all aspects of application
development. In addition, he was responsible for reviewing emerging technologies and effectively positioning the
Department to take advantage of leading edge advancements. Mr. Moskos was also responsible for delivery of a
portfolio of mission critical applications to a diverse clientele. During this period, he managed a staff of 12 to 14
people including employees and contractors. Mr. Moskos was the recipient of the 1996 Canadian Information
Productivity Award from Canadian Business Magazine, the 1995 Smithsonian Innovator Award for Information
Technology, the 1995 Government Technology Achievement Award and is a two-time recipient of the Deputy
Ministers Outstanding Achievement Award.
Paul Hart recently joined the Company as Senior Vice-President, Finance. Mr. Hart has approximately 17 years of
experience in finance and treasury and was Vice-President, Finance of ADP Canada from 1995 to 1998 and
Vice-President, Treasury of GAN Canada from 1990 to 1995. Mr. Hart is a Chartered Accountant and holds an
MBA from Queen's University.
Brent Bowes is the Corporate Controller and Assistant Secretary of the Company and was most recently a Senior
Accountant in the Corporate Finance Group of Deloitte & Touche, Chartered Accountants. Mr. Bowes spent five
years assisting a broad range of clients on assignments ranging from audit and review engagements to public
financings, divestitures and company reorganizations. During the 1980's, Mr. Bowes held various management
positions within the manufacturing, financial and retail sectors. Mr. Bowes is a graduate of Algonquin College of
Applied Arts and Technology and a student member of the Institute of Chartered Accountants of Ontario.
Outside Directors
Dr. Duncan Copeland is President of Copeland & Company, a Washington D.C. based international consultancy
firm providing information counsel to management, and is a Visiting Professor at Georgetown University. He served
on the faculty of the Richard Ivey School of Business at the University of Western Ontario (“Western”) from July,
1989 to June, 1996 as a professor of Information Management in addition to being Chief Information Officer of the
institution. As a professor, Dr. Copeland designed and delivered courses in strategic and tactical information
management in undergraduate, MBA, Executive MBA, Ph.D., and various executive education courses. Dr.
Copeland earned his undergraduate business degree at Western and his doctorate from The Harvard Business
School. He managed the implementation and continued development of Western Business School's presence on the
World Wide Web. He has extensive consulting experience introducing new technologies to financial services firms
in both the United States and Canada, and is co-author of Waves of Change: Business Evolution Through
Information Technology, a recent Harvard Business School Press publication.
Frank Clegg is Vice-President of the U.S. Central and Canada Region for Microsoft Corporation and oversees
sales, support and marketing activities in these geographic areas. Prior to his appointment as Vice-President in July,
1996, Mr. Clegg was general manager of Microsoft Canada Inc. from January, 1991. Prior to joining Microsoft, Mr.
Clegg spent several years with a leading international computer company in senior marketing and sales positions and
earned a solid reputation as a strategic, competitive marketer. Mr. Clegg holds an Honours Degree in Mathematics
from the University of Waterloo.
Rocco Rossi joined the Toronto Star in April, 1996 and has been Vice-President of Strategic Planning and New
Media since December, 1996 and among other tasks oversees the operation of Torstar Electronic Publishing Ltd., the
company that runs the T-O Online Internet site for Torstar Corporation. A Toronto native, Mr. Rossi attended both
McGill and Princeton Universities on full scholarships, obtaining an MA in Politics. From 1988 to 1992, he was
co-owner and Vice-President of Sales for Clearview Packaging Inc. After a year in 1993 as Vice President of
Corporate Development for Advanced Material Resources Ltd., Mr. Rossi went to work as a consultant for The
Boston Consulting Group where he consulted to many Fortune 500 and FP 100 companies in a wide range of
industries including retailing, financial services and transportation.
Fred Singer is a Senior Vice-President of AOL Studios, directing corporate strategies, finance and co-ordinating
operations and human resource activities. Mr. Singer also serves as an advisor and board member on several AOL
Studios companies. Prior to Mr. Singer's current position, he was Vice-President of Corporate Development at
AOL, working on strategy and major acquisitions specializing in content and E-commerce. Before joining AOL in
March, 1996, Mr. Singer was founder and Vice-President of the Washington Post electronic subsidiary, Digital Inc.,
from 1992 and subsequently, moved on to develop and manage the business operations of Digital Inc. Mr. Singer
also worked as a director of corporate development for the Washington Post Company. Mr. Singer also previously
worked as an international consultant at Bain and Company in Boston and has worked for Proctor and Gamble in
brand management in the Paris office. Mr. Singer is a native of Canada, receiving his BA, BCOM, MA in Philosophy
and a JD from Queen's University, as well as a MBA from Harvard University.
David Pamenter is a partner in Gowling, Strathy & Henderson, a Toronto law firm, and has been so since July 1,
1995. Gowling, Strathy & Henderson is a Canadian law firm with a strong focus on advising technology companies.
From 1977 to 1995, Mr. Pamenter was a partner in Lang Michener, also a Toronto law firm.
Jerry S. Vickers is Vice-President, Corporate Finance, Knowledge Industries Group at Yorkton Securities Inc. and
has been so since July, 1996. From November, 1995 to June, 1996, he was Senior Manager of Company Listings at
the TSE and from January, 1990 to October, 1995, Manager of Company Listings at the TSE responsible for the
review and approval of companies applying to list and trade on the TSE. From January, 1989 to December, 1989, he
was Senior Analyst in Engineering Economics at Bell Canada Inc. Mr. Vickers has also had experience in corporate
lending, retail banking and business consulting to small businesses.
Michael Abramsky is the President of Rogers Media Inc., a division of Rogers Communications Inc. and has been
so since January, 1998. Rogers manages many of Canada's leading online properties, including Yahoo! Canada,
Quicken Financial Network Canada, Electric Library and others. Prior to joining Rogers in March, 1997, Mr.
Abramsky was Vice-President of Marketing for InSystems in Markham, Ontario, a software development company
from March, 1996. Prior to holding the position at InSystems, he was from February, 1993, Vice-President of
Marketing for Delrina Corp. (now part of the Symantec Group), a worldwide technical and market leader in PC
forms, fax and content software. At Delrina Corp., Mr. Abramsky oversaw the launch of 14 new products, including
WinFax PRO 4.0 which set the industry standard for fax software. Prior to holding the position at Delrina, Mr.
Abramsky was the Marketing Director for Interleaf Canada, where he led the software company's marketing efforts
in the growing document management marketplace. He has also held marketing, management and sales positions at
Xerox Canada, Moore Corporation and Baxter International in Chicago. Mr. Abramsky holds an MBA from
Harvard University and an engineering degree from the Massachusetts Institute of Technology.
EXECUTIVE COMPENSATION
The following table provides a summary of compensation earned during the financial years ended December 31,
1996 and 1997 by the Executive Officers of the Company.1
Summary Compensation Table
Long Term Compensation
All Other Compen-sation
($)
Annual Compensation
Awards/Payouts
Name And Principal Position
Year
($)
Salary
($)
Bonus
($)
Other Annual Compe-nsation
($)
Options/
SARs Granted (#)
Restricted Shares or Restricted Share Units
($)
LTIP Payouts ($)
Paul Godin
Chairman & Chief Executive Officer
1997
1996
135,000
92,000
250,000(2)
Nil
11,500(3)
12,000(3)
75,000
25,000
Nil
Nil
Nil
Nil
Nil
Nil
Jeffrey Lymburner, President
1997
1996
135,000
96,000
200,000(2)
Nil
7,000(3)
12,000(3)
50,000
25,000
Nil
Nil
Nil
Nil
Nil
Nil
Christopher
Bulger, Chief Financial Officer
1997
111,500
Nil
2,000(3)
75,000
Nil
Nil
Nil
Robert Joynt, Vice-President, Merchan-dising
1997
103,700
Nil
3,000(3)
25,000
Nil
Nil
17,500(4)
Brent Bowes, Corporate Controller
1997
78,000
14,300
1,500(3)
Nil
Nil
Nil
77,000(4)
1. For the purposes of disclosure of Executive Compensation, "Executive Officer" means the Chairman, President, Chief Executive Officer,
Vice-President, and any other officer of the Corporation or person who performed a policy making function and whose total compensation
during the fiscal year was greater than $100,000.
2. Received on the waiver of rights to the historically established 10% profit sharing plan, to certain performance options pursuant to
employment contracts, and to the exercise of pre-emptive rights co-incident with the special warrants issued pursuant to the subscription
agreements accepted by the Company on October 3, 1997.
3. Received on account of car reimbursement expenses and other expenses.
4. Net proceeds on the exercise of stock options.
OPTION/SAR GRANTS DURING THE FINANCIAL YEAR ENDED DECEMBER 31, 1997
The following table sets forth the details of all options granted to the Executive Officers during the fiscal year ended
December 31, 1997.
Name
Securities Under Options/SARs Granted (#)
% of Total Options/SARs Granted to Employees in Financial Year
Exercise or Base Price
($/Security)
Market Value of Securities Underlying Options/SARs on the Date of Grant
($/Security)
Expiration Date
Paul Godin
75,000
17%
$1.25
$1.05
Aug. 31, 1999
Jeff Lymburner
50,000
11%
$1.25
$1.05
Aug. 31, 1999
Christopher Bulger
75,000
17%
$1.25
$1.05
Aug. 31, 1999
Robert Joynt
25,000
6%
$1.00
$1.05
Aug. 31, 1999
Brent Bowes
Nil
N/A
N/A
N/A
N/A
AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED
FINANCIAL YEAR ENDED DECEMBER 31, 1997 AND FINANCIAL YEAR-END OPTION/SAR
VALUES
The following table sets forth the details of all options exercised by the Executive Officers during the fiscal year
ended December 31, 1997.
Name
Securities
Acquired
on Exercise
(#)
Aggregate Value
Realized
($)
Unexercised Options/SARs at FY-End
Exercisable/
Unexercisable
(#)
Value of Unexercised in-the-Money Options/SARs at
FY-End
Exercisable/
Unexercisable
($)
Paul Godin
NIL
NIL
100,000/NIL
305,000
Jeff Lymburner
NIL
NIL
75,000/NIL
228,750
Chris Bulger
NIL
NIL
175,000/NIL
533,750
Robert Joynt
10,000
17,500
27,500/NIL
83,875
Brent Bowes
100,000
77,000
NIL
NIL
Employment Agreements
Each of Paul Godin and Jeff Lymburner have entered into non-competition and salary protection agreements with
the Company dated February 12, 1997, which provide, among other things, as follows:
(i) in the event of termination of employment other than by death, disability or cause, the previous 12 month
salary levels are guaranteed for 12 months following termination; and
(ii) non-competition covenants for a minimum of 12 and a maximum of 24 months following termination
provided that if this covenant is not waived in the second 12 months of the term, salaries will continue to be
paid.
These provisions are intended to be in full satisfaction of any claims which either person may have upon termination
of employment.
COMPENSATION OF DIRECTORS
There are no standard or other arrangements under which directors of the Company were compensated by the
Company and its subsidiaries during the most recently completed financial year for their services in their capacity as
directors or for services as consultants or experts. Directors are eligible to participate in the Company's stock option
plan, described below under “Stock Option Plan”. During the fiscal year ended December 31, 1997, the directors
received no fees for meetings of the Board or a committee of the Board which they attended nor for the signing of
any resolution of directors or documents on behalf of the Company.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
None of the directors or senior officers of the Company and no associates or affiliates of any of them is indebted to
the Company or its subsidiaries as at the date of this prospectus. In addition, no benefits were paid, and no benefits
are proposed to be paid to any of the directors and officers of the Company under any pension or retirement plan.
STOCK OPTION PLAN
The Company has established a stock option plan (the “Plan”), which was approved by shareholders on May 15,
1996 and amended at the Company's annual meeting of shareholders on June 23, 1998, as an incentive for directors,
officers and key employees. Pursuant to the Plan, non-assignable options may be granted by the Board, enabling
directors, officers and key employees to purchase Common Shares of the Company for terms not exceeding ten
years at an exercise price not less than the market price for Common Shares of the Company at the time of the grant,
such options to be exercisable within the term as set out by the Board for the options.
The Plan also provides that options may not be granted to purchase more than 2,100,000 Common Shares. The
granting of options is subject to the following conditions: (i) not more than 10% of the number of Common Shares
issued and outstanding from time to time (the “Outstanding Issue”) may be reserved for the granting of options to
insiders or issued to insiders within a one-year period; and (ii) not more than 5% of the Outstanding Issue may be
issued to any one insider in a one-year period.
OPTIONS TO PURCHASE SHARES
The following table sets out certain information with respect to options to purchase Common Shares which are
outstanding as of September 1, 1998.
No. of Exercise
Optionee Shares Date of Grant Price Expiry Date
Executive Officers 152,500 February 29, 1996 $1.25 February 28, 1999
(6 persons) 60,000 September 2, 1997 $1.00 August 31, 1999
200,000 September 2, 1997 $1.25 August 31, 1999
225,000 February 3, 1998 $2.35 February 2, 2000
235,000 June 23, 1998 $1.40 June 30, 2000
Directors who are not 10,000 February 29, 1996 $1.25 February 28, 1999
Executive Officers 50,000 September 2, 1997 $1.25 August 31, 1999
(5 persons) 50,000 February 3, 1998 $2.35 February 2, 2000
95,000 June 23, 1998 $1.40 June 30, 2000
Other employees 17,500 February 29, 1996 $1.25 February 28, 1999
(22 persons) 65,000 September 2, 1997 $1.00 August 31, 1999
111,800 February 3, 1998 $2.35 February 2, 2000
95,000 June 23, 1998 $1.40 June 30, 2000
Other 430,000 May 1, 1996 $1.25 April 30, 1999
(2 persons) 60,000 September 2, 1997 $1.00 August 31, 1999
100,000 June 2, 1997 $0.80 May 31, 1999
Total 1,956,800
Pursuant to an offering of special warrants of the Company on October 3, 1997, Yorkton Securities Inc. still holds
211,800 compensation warrants and 90,000 share purchase warrants with a further 105,900 share purchase warrants
to be received upon exercise of the 211,800 compensation warrants. First Marathon Securities Limited holds 63,350
share purchase warrants and 2,848,500 share purchase warrants are still outstanding to subscribers to the offering. |
