UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. )
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Rule 14a-6(e)(2))
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Dave & Buster's, Inc.
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(Name of Registrant as Specified In Its Charter)
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DAVE & BUSTER'S, INC.
2481 MANANA DRIVE
DALLAS, TEXAS 75220
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 11, 2002
To the holders of Common Stock of
Dave & Buster's, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Dave &
Buster's, Inc. (the "Company") will be held in The Show Room at Dave & Buster's,
10727 Composite Drive, Dallas, Texas, on Tuesday, June 11, 2002, at 1:00 p.m.
local time, for the following purposes:
(a) To elect one class of directors (consisting of three directors) of
the Company for a three year term, or until their successors have been
elected and qualified;
(b) To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 17, 2002 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
Whether or not you plan to attend the Annual Meeting and regardless of the
number of shares you own, please date, sign and return the enclosed proxy card
in the enclosed envelope (which requires no postage if mailed in the United
States).
By Order of the Board of Directors
/s/ JOHN S. DAVIS
JOHN S. DAVIS
Vice President, General Counsel and
Secretary
Dallas, Texas
May 3, 2002
DAVE & BUSTER'S, INC.
2481 MANANA DRIVE
DALLAS, TEXAS 75220
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 11, 2002
This Proxy Statement is furnished to holders of the Common Stock of Dave &
Buster's, Inc., a Missouri corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders to be held on Tuesday, June 11, 2002, and at any
and all adjournments or postponements thereof (the "Annual Meeting"). Proxies in
the form enclosed will be voted at the meeting, if properly executed, returned
to the Company prior to the meeting and not revoked. The proxy may be revoked at
any time before it is voted by giving written notice to the Secretary of the
Company.
This Proxy Statement and accompanying form of proxy are being mailed to the
Company's stockholders on or about May 3, 2002. The Company's Annual Report,
covering the Company's fiscal year 2001, is enclosed herewith but does not form
any part of the materials for solicitation of proxies.
QUORUM AND VOTING
Record Date. The record date for the Annual Meeting ("Record Date") is
April 17, 2002. Only holders of record of common stock at the close of business
on such date are entitled to notice of, and to vote at, the Annual Meeting. At
the close of business on the Record Date, the Company had issued and
outstanding, and entitled to vote at the Annual Meeting, approximately
13,266,611 shares of Common Stock.
Quorum. In order for any business to be conducted at the Annual Meeting,
the holders of more than 50% of the shares entitled to vote must be represented
at the meeting, either in person or by properly executed proxy. If a quorum is
not present at the scheduled time of the Annual Meeting, the stockholders who
are present may adjourn the Annual Meeting until a quorum is present. The time
and place of the adjourned meeting will be announced at the time the adjournment
is taken, and no other notice will be given. An adjournment will have no effect
on the business that may be conducted at the Annual Meeting.
Voting by Street Name Holders. If a stockholder owns shares in "street
name" by a broker, the broker, as the record holder of the shares, is required
to vote those shares in accordance with your instructions. If you do not give
instructions to the broker, the broker will nevertheless be entitled to vote the
shares with respect to "discretionary" items but will not be permitted to vote
the shares with respect to "non-discretionary" items (in which case, the shares
will be treated as "broker non-votes").
Required Vote. The election as a director of each nominee requires the
affirmative vote of the holders of record of a plurality of the outstanding
voting power of the shares of common stock represented, in person or by proxy,
at the Annual Meeting. Abstentions and "broker non-votes" are counted as present
and entitled to vote for the purposes of determining a quorum but are not
counted for purposes of the election of a director.
The Company believes that approximately 1,488,619 shares owned or
controlled on the Record Date by the Directors and Executive Officers of the
Company, constituting approximately 11.2% of the outstanding Common Stock, will
be voted in favor of each of the proposals.
Proxies. If the enclosed Proxy is properly executed, returned in time and
not revoked, the shares represented thereby will be voted in accordance with the
instructions indicated. If a stockholder does not indicate any voting
instructions, such stockholder's shares will be voted (i) FOR the election to a
three year term as directors of the Company of the three nominees set forth
above; and (ii) at the discretion of the proxy holders on any other matter that
may properly come before the meeting or any adjournment thereof. If any
other matter or business is brought before the meeting, the proxy holders may
vote the proxies in their discretion. The directors do not know of any such
other matter or business.
A shareholder who has given a Proxy may revoke it at any time prior to its
exercise at the Annual Meeting by either (i) giving written notice of revocation
to the Secretary of the Company, (ii) properly submitting to the Company a duly
executed Proxy bearing a later date, or (iii) appearing at the Annual Meeting
and voting in person. All written notices of revocation of Proxies should be
addressed as follows: Dave & Buster's, Inc., 2481 Manana Drive, Dallas, Texas
75220, Attention: John S. Davis, Vice President, General Counsel and Secretary.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of April 1, 2002, for (i) each person
who is known by the Company to own beneficially more than 5% of the outstanding
shares of common stock, (ii) each director and nominee for director of the
Company, (iii) each of the executive officers of the Company named in the table
under "Summary of Executive Compensation" and (iv) all of the directors and
executive officers of the Company as a group. Except pursuant to applicable
community property laws and except as otherwise indicated, each stockholder
identified in the table possesses sole voting and investment power with respect
to the listed shares.
SHARES BENEFICIALLY
OWNED(1)
-------------------
NAME NUMBER PERCENT
- ---- --------- -------
5% OR MORE STOCKHOLDERS
LJH Corporation(2).......................................... 1,000,000 7.4%
Dimensional Fund Advisors, Inc.(3).......................... 917,080 6.8%
DIRECTORS AND EXECUTIVE OFFICERS:
David O. Corriveau(4)....................................... 716,968 5.2%
James W. Corley(5).......................................... 716,967 5.2%
W.C. Hammett(6)............................................. 25,000 *
Sterling R. Smith(7)........................................ 80,095 *
John S. Davis(8)............................................ 14,667 *
Allen J. Bernstein(9)....................................... 27,500 *
Peter A. Edison(10)......................................... 311,768 2.3%
Bruce H. Hallett(11)........................................ 30,500 *
Walter S. Henrion(12)....................................... 93,100 *
Mark A. Levy(13)............................................ 12.500 *
Christopher C. Maguire(14).................................. 30,500 *
ALL DIRECTORS AND OFFICERS AS A GROUP (24 PERSONS)(15)...... 2,480,984 17.2%
- ---------------
* Indicates less than 1%.
(1) Pursuant to the rules of the Securities and Exchange Commission ("SEC"),
shares of the Company's Common Stock that a person has the right to acquire
within 60 days (on or before May 31, 2002) are deemed to be outstanding for
the purposes of computing the percentage ownership of such person but are
not deemed outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Based upon a 13D filing with the SEC, dated April 20, 2001. LJH Corporation
shares voting and dispositive power with its principal stockholder, Lacy J.
Harber. The address of LJH Corporation and Mr. Harber is 377 Neva Lane,
Denison, Texas 75020.
(3) Based upon a 13G/A filing with the SEC, dated January 30, 2002. The address
of Dimensional Fund Advisors is 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401.
2
(4) Includes 260,000 shares subject to options exercisable within 60 days and
60,000 shares of restricted stock for which Mr. Corriveau has sole voting
power only. Mr. Corriveau shares voting and dispositive power with respect
to 74,545 shares owned of record by a family limited partnership. Mr.
Corriveau disclaims beneficial ownership with respect to such shares.
(5) Includes 260,000 shares subject to options exercisable within 60 days and
60,000 shares of restricted stock for which Mr. Corley has sole voting
power only. Mr. Corley shares voting and dispositive power with respect to
99,559 shares owned of record by a family limited partnership. Mr. Corley
disclaims beneficial ownership with respect to such shares.
(6) Includes 25, 000 shares of restricted stock for which Mr. Hammett has sole
voting power only.
(7) Includes 56,00 shares subject to options exercisable within 60 days and
15,000 shares of restricted stock for which Mr. Smith has sole voting power
only.
(8) Includes 6,667 shares subject to options exercisable within 60 days and
8,000 shares of restricted stock for which Mr. Davis has sole voting power
only.
(9) Includes 27,500 shares subject to options exercisable within 60 days.
(10) Mr. Edison holds all of such shares as Trustee for the benefit of himself
and others.
(11) Includes 27,500 shares subject to options exercisable within 60 days.
(12) Includes 30,000 shares subject to options exercisable within 60 days.
(13) Includes 12,500 shares subject to options exercisable within 60 days.
(14) Includes 27,500 shares subject to options exercisable within 60 days.
(15) Includes a total of 990,370 shares subject to options exercisable within 60
days and 282,000 shares of restricted stock for which such officers hold
sole voting power only.
ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of directors shall consist of
three or more directors, with the exact number to be determined by the
affirmative vote of a majority of the Board of Directors. By resolution, the
Board of Directors has set the number of directors of the Company at eight. The
Company's Articles of Incorporation provide for the Board of Directors to
consist of three classes of directors serving staggered terms of office, with
each class to consist, as nearly as possible, of one-third of the total number
of directors constituting the entire Board of Directors. Upon the expiration of
the term of office for a class of directors, the nominees for that class will be
elected for a three-year term to serve until the election and qualification of
their successors. Three current directors, David O. Corriveau, Mark A. Levy, and
Christopher C. Maguire have been nominated for re-election at the Annual Meeting
for a three-year term expiring in 2005. The other directors have one year and
two years, respectively, remaining on their terms of office and will not be
voted upon at the Annual Meeting.
It is the intention of the persons named as proxies to vote the Proxies for
election of each Mr. Corriveau, Mr. Levy, and Mr. Maguire as a director of the
Company, unless the shareholders direct otherwise in their Proxies. Each
director will be elected to hold office until the 2005 Annual Meeting of
Shareholders or until his earlier death, resignation or removal. Each of Mr.
Corriveau, Mr. Levy, and Mr. Maguire has consented to continue to serve as a
director of the Company if re-elected. In the unanticipated event that Mr.
Corriveau, Mr. Levy, or Mr. Maguire refuses or is unable to serve as a director,
the Board of Directors, in its discretion, may designate a substitute or nominee
or nominees (in which case the persons named as proxies will vote all valid
Proxies for the election of such substitute nominee or nominees), allow the
vacancy or vacancies to remain open until the Board locates a suitable candidate
or candidates, or by resolution reduce the authorized number of directors. The
Board of Directors has no reason to believe that any of the nominees will be
unable or will decline to serve as a director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE THREE
NOMINEES LISTED BELOW. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A PLURALITY OF THE
SHARES REPRESENTED AND ENTITLED TO VOTE IN THE ELECTION
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AT THE ANNUAL MEETING AT WHICH A QUORUM IS PRESENT IS REQUIRED FOR THE ELECTION
OF THE NOMINEES.
DIRECTOR AND NOMINEE INFORMATION
Based on information supplied by them, set forth below is certain
information concerning the nominees for election as directors and the directors
in other classes whose terms of office will continue after the Annual Meeting,
including the name and age of each, their current principal occupations (which
continued for at least the past five years unless otherwise indicated), the
names and principal businesses of the corporations or other organizations in
which their occupations are carried on, the year each was elected to the Board
of Directors of the Company, their positions with the Company, and their
directorships in other publicly held companies.
NOMINEES FOR DIRECTOR (CURRENT TERMS EXPIRE 2002)
Mr. Corriveau, 50, a co-founder of the Dave & Buster's concept in 1982, has
served as Co-Chief Executive Officer and President since June 1995, and as a
director of the Company since May 1995 and as Co-Chairman of the Board since
February 1996. Mr. Corriveau served as President and Chief Executive Officer of
D&B Holding (a predecessor of the Company) from 1989 through June 1995. From
1982 to 1989, Messrs. Corriveau and Corley operated the Company's business.
Mr. Levy, 55, is founder and has been managing director of Alexander
Capital Group, a private investment firm, since June 1998. He was a co-founder
of The Levy Restaurants and served as its Vice Chairman from 1978 to 1998. The
Levy Restaurants operates restaurants, food service and special concession
operations throughout the United States. Mr. Levy has been a director of the
Company since 1995.
Mr. Maguire, 40, has served as CEO and President of Staubach Retail
Services, a national retail real estate consulting company, since its inception
in 1994. Mr. Maguire joined The Staubach Company, a Dallas-based national real
estate brokerage firm in 1986 to form its Retail Services Division. Mr. Maguire
has been a director of the Company since 1997.
DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2003)
Mr. Corley, 51, a co-founder of the Dave & Buster's concept in 1982, has
served as Co-Chief Executive Officer and Chief Operating Officer since June
1995, and as a director of the Company since May 1995 and as Co-Chairman of the
Board since February 1996. Mr. Corley served as Executive Vice President and
Chief Operating Officer of D&B Holding from 1989 through June 1995. From 1982 to
1989, Messrs. Corley and Corriveau operated the Company's business.
Mr. Edison, 46, has been the Chairman and Chief Executive Officer of the
Baker's Footwear Group, Inc., formerly Weiss and Neuman Shoe Company, since
October 1997. Mr. Edison has been a director of the Company since 1995.
Mr. Henrion, 63, has served as a consultant to the Company's business since
1989, and has been a director of the Company since 1995. He has also been a
consultant to the restaurant industry since 1983. From 1972 to 1981, Mr. Henrion
served as Executive Vice President and a director of TGI Friday's, Inc.
DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2004)
Mr. Bernstein, 56, is founder of Morton's Restaurant Group, Inc. and has
been its Chairman of the Board and Chief Executive Officer since its inception
in 1988. Morton's owns and operates more than 65 restaurants, comprised of two
distinct restaurant companies, Morton's of Chicago Steak Houses and Bertolini's
Restaurants. Mr. Bernstein has been a director of the Company since 1996.
Mr. Hallett, 50, has been engaged in the practice of corporate and
securities law since 1976 and has been a partner of the Hallett & Perrin law
firm since 1992. Mr. Hallett has been a director of the Company since 1998.
4
The Board of Directors held four meetings in fiscal 2001. No director
attended fewer than 75% of the meetings of the Board or of any committee of the
Board on which he served during such period.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee, comprised of Messrs. Edison, Hallett and Maguire,
recommends to the Board of Directors the appointment of the Company's
independent auditors, reviews and approves the scope of the annual audit of the
Company's financial statements, reviews and approves any non-audit services
performed by the independent auditors, reviews the findings and recommendations
of the internal and independent auditors and periodically reviews and approves
major accounting policies and significant internal accounting control
procedures. The Audit Committee operates pursuant to its charter adopted during
fiscal 2000, a copy of which was appended to the Company's Proxy Statement for
the Annual Meeting held on June 14, 2001. The Audit Committee met four times
during fiscal 2001.
The Compensation Committee, comprised of Messrs. Levy and Bernstein,
reviews and recommends compensation of officers and directors, administers
equity plans and reviews major personnel matters. The Compensation Committee met
three times during fiscal 2001.
The Executive Committee, comprised of Messrs. Corriveau, Corley and
Henrion, exercises all of the powers and authority of the Board of Directors in
the management and affairs of the Company when the Board of Directors is not in
session, except to the extent such authority is delegated to another committee.
The Executive Committee did not meet during fiscal 2001.
SUMMARY OF EXECUTIVE COMPENSATION
The following table sets forth information concerning cash compensation
paid or accrued by the Company during fiscal 1999, 2000 and 2001 to or for the
Company's Co-Chief Executive Officers and the three other highest compensated
executive officers of the Company (collectively the "Named Executive Officers").
(Mr. Hammett and Mr. Davis are included as Named Executive Officers for fiscal
2001 based upon the annualized rate of compensation paid during the portion of
fiscal 2001 for which they served.)
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION(1) -------------------------------
----------------------- RESTRICTED SECURITIES ALL OTHER
SALARY BONUS STOCK AWARDS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(2) OPTIONS/SARS (#) ($)(3)
- --------------------------- ---- ---------- ---------- ------------ ---------------- ------------
David O. Corriveau......... 2001 $498,077 $100,000 -- 150,000 $115,385
(Co-CEO) 2000 $391,346 -- $480,000 120,000 --
1999 $352,500 $ 35,000 -- 90,000 --
James W. Corley............ 2001 $498,077 $100,000 -- 150,000 $115,385
(Co-CEO) 2000 $391,346 -- $480,000 120,000 --
1999 $352,500 $ 35,000 -- 90,000 --
Charles Michel(4).......... 2001 $189,260 -- -- 15,000 $157,799
(former Vice President 2000 $186,977 -- $120,000 20,000 --
and CFO) 1999 $175,356 $ 16,250 -- 30,000 --
W.C. Hammett(5)............ 2001 $ 34,615 $ 10,000 $161,250 75,000 838
(Vice President and CFO) 2000 -- -- -- -- --
1999 -- -- -- -- --
5
LONG-TERM COMPENSATION
ANNUAL COMPENSATION(1) -------------------------------
----------------------- RESTRICTED SECURITIES ALL OTHER
SALARY BONUS STOCK AWARDS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(2) OPTIONS/SARS (#) ($)(3)
- --------------------------- ---- ---------- ---------- ------------ ---------------- ------------
Sterling R. Smith.......... 2001 $205,577 $ 25,000 -- 70,000 $ 51,845
(Vice President of
Operations) 2000 $187,115 -- $120,000 20,000 --
1999 $173,269 $ 22,900 -- 30,000 --
John S. Davis(6)........... 2001 $134,712 $ 17,500 $ 63,200 20,000 $ 5,559
(Vice President, General 2000 -- -- -- -- --
Counsel and Secretary) 1999 -- -- -- -- --
- ---------------
(1) The value of perquisites and other personal benefits is not reported where
such amount does not exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported for the Named Executive Officer.
(2) Restricted stock is valued at the closing price of the Company Common Stock
on the grant dates. Mr. Hammett was awarded 25,000 shares of restricted
stock during the last fiscal year, all of which vest on December 1, 2006.
Mr. Davis was awarded 8,000 shares of restricted stock during the last
fiscal year, of which shares vest on June 5, 2007, or earlier contingent
upon the Company reaching specific financial performance measures.
(3) Includes retention bonuses awarded during fiscal year and matching
contributions made to the Company's 401(k) Plan.
(4) Mr. Michel resigned from his employment with the Company on November 30,
2001. Other compensation for Mr. Michel includes severance payments.
(5) Mr. Hammett joined the Company on December 1, 2001.
(6) Mr. Davis joined the Company on April 16, 2001.
EMPLOYMENT AGREEMENTS
Effective April 3, 2000, the Company entered into employment agreements
with each of Messrs. Corriveau and Corley (the "Employment Agreements"). Under
the terms of the Employment Agreements, each of Messrs. Corriveau and Corley are
entitled to a base salary of $400,000, or such higher amount as the Compensation
Committee may determine from time to time. They also are entitled to participate
in the executive incentive bonus plan and in any other bonus arrangement
mutually agreed between them and the Company. The Employment Agreements
continually renew after an initial one-year period on a rolling one-year basis.
Contemporaneously with the Employment Agreements, the Company also entered into
Executive Retention Agreements with each of Messrs. Corriveau and Corley. In
fiscal 2001, the Company also entered into Executive Retention Agreements with
Mr. Hammett, Mr. Smith and Mr. Davis, as well as other executive officers of the
Company. These Executive Retention Agreements provide for guaranteed severance
payments equal to two times the annual compensation of the executive officers
(base salary plus cash bonus award) and continuation of health and similar
benefits for a two year period upon termination of employment without cause
within one year after a change of control of the Company. In the case of Messrs.
Corriveau and Corley, if the officer remains employed with the Company through
the first anniversary date following a change of control, a special bonus equal
to one year's compensation will be paid.
The Company has entered into related trust agreements to provide for
payment of amounts under its non-qualified deferred compensation plans and the
Executive Retention Agreements. Full funding is required in the event of a
change of control.
6
STOCK PLAN INFORMATION
The following table sets forth information regarding the grant of stock
options during fiscal 2001 under the Dave & Buster's 1995 Stock Incentive Plan
(the "Stock Plan") to the Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
PERCENT OF TOTAL AT ASSUMED ANNUAL RATES
OPTIONS/SARS OF STOCK PRICE APPRECIATION
GRANTED TO FOR OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN EXERCISE OR BASE ---------------------------
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) EXPIRATION DATE 5% ($) 10% ($)
- ---- ------------ ---------------- ---------------- ----------------- ------------ ------------
David O. Corriveau.... 100,000 11.17% $6.1000 December, 2011 $383,626 $972,183
50,000 5.58% $8.6200 March, 2011 $271,054 $686,903
James W. Corley....... 100,000 11.17% $6.1000 December, 2011 $383,626 $972,183
50,000 5.58% $8.6200 March, 2011 $271,054 $686,903
Charles Michel........ 15,000 1.68% $8.6200 February 20, 2002 (2) (2)
W.C. Hammett.......... 75,000 8.38% $6.4500 December, 2011 $304,228 $770,973
Sterling R. Smith..... 50,000 5.58% $6.1000 December, 2011 $191,813 $486,091
20,000 2.23% $8.6200 March, 2011 $108,421 $274,761
John S. Davis......... 20,000 2.23% $7.9000 April, 2011 $ 99,365 $251,811
- ---------------
(1) The 5% and 10% assumed compounded annual rates of appreciation are mandated
by the rules of the Securities and Exchange Commission and do not reflect
the Company's estimates or projections of future prices of the shares of the
Company's common stock. There can be no assurance that the amounts reflected
in this table will be achieved.
(2) Mr. Michel resigned from the Company on November 30, 2001. As per the 1995
Stock Option Plan's termination schedule, all unexercised options expired on
February 20, 2002.
The following table sets forth certain information with respect to the
options held by the Named Executive Officers at February 3, 2002 and options
exercised during the fiscal year then ended:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
VALUE OF UNEXERCISED
IN-THE-MONEY OPTION
NUMBER OF UNEXERCISED AT
OPTIONS AT FEBRUARY 3, 2002 FEBRUARY 3, 2002(1)
--------------------------- ---------------------------
SHARES VALUE EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME EXERCISED (#) REALIZED ($) (#) (#) ($) ($)
- ---- ------------- ------------ ----------- ------------- ----------- -------------
David O. Corriveau... 0 0 196,667 213,333 $25,500 $235,000
James W. Corley...... 0 0 196,667 213,333 $25,500 $235,000
Charles Michel....... 0 0 73,667 0 $ 6,000 0
W.C. Hammett......... 0 0 0 75,000 0 $127,500
Sterling R. Smith.... 0 0 28,834 56,666 $ 3,001 $ 46,999
John S. Davis........ 0 0 0 20,000 0 $ 5,000
- ---------------
(1) Based upon the closing price of the Common Stock of the Company on February
3, 2002 of $8.15 per share.
7
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee") has furnished the following report on executive
compensation. The Compensation Committee report documents the components of the
Company's executive officer compensation programs and describes the compensation
philosophy on which fiscal year 2001 compensation determinations were made by
the Compensation Committee with respect to the executive officers of the
Company, including the Co-Chief Executive Officers and the three other executive
officers that are named in the compensation tables who are currently employed by
the Company (the "Named Executive Officers"). The Compensation Committee,
composed solely of non-employee directors, also administers the Stock Plan.
COMPENSATION PHILOSOPHY AND OVERALL OBJECTIVES OF EXECUTIVE COMPENSATION
PROGRAMS
It is the philosophy of the Company to ensure that executive compensation
is directly linked to continuous improvements in corporate performance and
increases in stockholder value. The following objectives have been adopted by
the Compensation Committee as guidelines for compensation decisions:
- Provide a competitive total executive compensation package that enables
the Company to attract and retain key executives.
- Integrate all pay programs with the Company's annual and long-term
business objectives and strategy, and focus executives on the fulfillment
of these objectives.
- Provide variable compensation opportunities that are directly linked with
the performance of the Company.
CASH COMPENSATION
Cash compensation includes base salary and the Company's annual incentive
plan awards. The base salary of each of the Company's executive officers is
determined by an evaluation of the responsibilities of that position and by
comparison to the average level of salaries paid in the competitive market in
which the Company competes for comparable executive ability and experience.
Annually, the performance of each Named Executive Officer is reviewed by the
Compensation Committee using information and evaluations provided by the Co-CEOs
(the Co-CEOs review the performance of all other senior management) taking into
account the Company's operating and financial results for that year, the
contribution of each executive officer to such results, the achievement of goals
established for each such executive officer at the beginning of each year, and
competitive salary levels for persons in those positions in the markets in which
the Company competes. To assist in its deliberations, the Compensation Committee
is provided market competitive base salary and incentive compensation
information for a number of representative companies in the industry for
comparison purposes. Following its review of the performance of the Company's
Named Executive Officers, the Compensation Committee Chairman reports the
Compensation Committee's recommendations for salary increases and incentive
awards to the Board of Directors.
The Company's executive incentive plan (EIP) is designed to recognize and
reward those employees that make significant contributions to the Company's
annual business plan. The Compensation Committee believes the EIP should be the
principal short-term incentive program for providing cash bonus opportunities
for the Company's executives contingent upon operating results and the
achievement of individual performance objectives. The fiscal 2001 EIP corporate
financial target was earnings before income taxes and depreciation (EBITDA),
which counts 75% towards the EIP bonus awarded, while individual performance
objective count 25% toward such award. The Compensation Committee will continue
to review and modify the performance goals for the EIP as necessary to ensure
reasonableness, achievability, and consistency with overall Company objectives
and shareholder expectations. In 2001, annual base salary increases and
incentive compensation awards for all of the Named Executive Officers were
approved by the Compensation Committee and reported to the Board of Directors.
The Compensation Committee believes the recommended salary increases and
incentive awards were warranted and consistent with the performance of such
executives during fiscal year 2001 based on the Compensation Committee's
evaluation of each individual's overall contribution to
8
accomplishing the Company's fiscal year 2001 corporate goals and of each
individual's achievement of individual goals during the year.
In certifying fiscal year 2001 EIP results, the Compensation Committee
recognized that the EBITDA target for financial performance had not been met.
Therefore, incentive compensation awards for fiscal 2001 were based solely on
individual performance factors.
LONG-TERM INCENTIVES
The Compensation Committee believes that it is essential to align the
interests of Dave & Buster's executives and other key management personnel
responsible for the growth of the Company with the interests of the Company's
stockholders. The Compensation Committee believes that this objective is best
accomplished through the provision of stock-based incentives that align
themselves to enhancing the Company's value, as set forth in the Company's Stock
Plan. Because the Company does not maintain any qualified retirement programs,
the Stock Plan also serves as the opportunity to generate additional wealth to
be used for later retirement needs.
The Compensation Committee will continue to review long-term incentives and
make recommendations, where it deems appropriate, to the Company's Board of
Directors, from time to time, to assure the Company's executive officers and
other key employees are appropriately motivated and rewarded based on the
long-term financial success of the Company.
CO-CEO COMPENSATION
In determining the base compensation of Mr. Corriveau and Mr. Corley,
Co-Chief Executive Officers for fiscal 2001, the Compensation Committee
considered the Company's operating and financial results for fiscal year 2000,
evaluated their individual performance and substantial contribution to Company
results, and considered the compensation range for other chief executive
officers of companies in the industry. Based on that review and assessment, the
Compensation Committee recommended, and the Company's Board of Directors
approved, an increase in Mr. Corriveau and Mr. Corley's base salary to $500,000
per year effective April 1, 2001. At such time, the Compensation Committee also
granted a one-time retention bonus award of $100,000 each to Mr. Corriveau and
Mr. Corley. In April 2002, Mr. Corriveau and Mr. Corley each received an
incentive bonus award of $100,000 under the EIP for performance during fiscal
2001. In determining the amount of incentive compensation for fiscal 2001, the
Compensation Committee recognized that the Company did not achieve the financial
targets under the EIP for 2001, and based such awards solely on individual
performance objectives applicable to Mr. Corriveau and Mr. Corley under the EIP.
Mr. Corriveau and Mr. Corley were each granted 50,000 stock options under the
Stock Plan in March 2001 at an exercise price of $9.62 and 100,000 shares in
December 2001 at an exercise price of $6.10. In each case, the exercise price
was equal to the fair market value of the Company's common stock on the date of
grant.
SUMMARY
As a result of pay-for-performance concepts incorporated in Dave & Buster's
executive compensation program, the Compensation Committee believes that the
total compensation program for executive officers of the Company is competitive
with the compensation programs provided by other companies with which the
Company competes, emulates programs of high-performing companies and will serve
the best interests of the shareholders of the Company. The Compensation
Committee also believes this program will provide opportunities to participants
that are consistent with the expectations of the Board and with the returns that
are generated on the behalf of the Company's stockholders.
Mark A. Levy, Chairman
Allen J. Bernstein
9
DIRECTOR COMPENSATION
Directors who are employees of the Company receive no additional
compensation for their attendance at meetings of the Board or any of its
committees of which they are members. Directors who are not employees of the
Company receive $8,000 as an annual retainer, $1,000 for participation in each
Board meeting and $800 for participation in each committee meeting. When
participation in a Board or committee meeting is by telephone, the fee paid is
one-half of the amount reported above. Non-employee directors (excluding those
directors who were stockholders prior to the adoption of the Directors Plan)
have been granted stock options under such plan.
CERTAIN FILINGS BY EXECUTIVE OFFICERS AND DIRECTORS
Under the securities laws of the United States, the Company's directors,
executive officers and persons who own more than 10% of the Company's common
stock are required to report their initial ownership of the Company's common
stock and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates have been established for these reports,
and the Company is required to disclose in this proxy statement any failure to
file by these dates. Based solely on a review of the copies of the forms
furnished to the Company, or written representations from certain reporting
persons that no Forms 5 were required, the Company believes that the following
persons were delinquent in filing a report on Form 5 for the 2001 fiscal year in
respect of certain option grants: David O. Corriveau, James W. Corley, Barry N.
Carter, Barbara G. Core, Nancy J. Duricic, Cory J. Haynes, Jeffrey A. Jahnke,
Reginald M. Moultrie, Stuart A. Myers, R. Lee Pitts, J. Michael Plunkett,
Sterling R. Smith and Bryan L. Spain.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of the Company serves as member of the board of
directors or compensation committee of any entity which has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.
CERTAIN TRANSACTIONS
Pursuant to a consulting agreement between the Company and Mr. Henrion, the
Company pays consulting fees of $12,500 per month to Mr. Henrion, a director of
the Company, for advisory services relating to international licensing
activities, expansion and site selection, market analysis, improvement and
enhancement of the Company's business and other similar activities. The
agreement expires in January 2005.
On December 29, 2000, the Company entered into a sale/leaseback transaction
with Cypress Equities, Inc. for its San Diego, California location, whereby the
Company received $8.0 million in exchange for committing to lease payments of
approximately $6.3 million over 20 years with options for renewal. Mr. Maguire,
a director of the Company, is the managing member of Cypress Equities, Inc.
Payments to Cypress Equities, Inc. for rent during fiscal 2001 were
approximately $1,242,400.
Hallett & Perrin, P.C. provides legal services to the Company from time to
time. Mr. Hallett, a shareholder of Hallett & Perrin, is a director of the
Company. Total fees paid by the Company to Hallett & Perrin in fiscal 2001 did
not exceed $60,000.
Each of the foregoing transactions were on terms at least as favorable to
the Company as those which could be obtained from unaffiliated third parties.
10
STOCK PRICE PERFORMANCE
Set forth below is a line graph indicating a comparison of cumulative total
returns (change in stock price plus reinvested dividends) for the Company's
common stock for the five fiscal years ended February 2, 2002, as contrasted
with (i) the Standard & Poor's 500 Stock Index and (ii) the Standard & Poor's
Smallcap Restaurant Stock Composite Index. The Standard & Poor's Restaurant
Stock Index, which the Company has previously used for comparative purposes, was
discontinued in 2001, and is reflected on the graph only through February 4,
2001. The Company has elected to replace such industry index with the S&P
Smallcap Restaurant Stock Index which is reflected in the graph for the full
five fiscal years ended February 3, 2002. Each index assumes $100 invested at
February 2, 1997 and is calculated assuming reinvestment of dividends.
[PERFORMANCE CHART]
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02/02/97 02/01/98 01/31/99 01/30/00 02/04/01 02/03/02
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Dave & Buster's, Inc. 100.00 150.45 156.22 47.93 69.94 57.87
S&P 500 100.00 126.91 168.14 185.54 171.65 142.74
S&P Restaurants 100.00 104.67 171.39 154.18 137.22 --
S&P Smallcap Restaurants 100.00 127.63 127.29 106.04 140.62 208.11
11
STOCKHOLDERS' PROPOSALS
Any proposals that stockholders of the Company desire to have presented at
the annual meeting of stockholders following the conclusion of the 2002 fiscal
year must have been received by the Company at its principal executive offices
no later than February 28, 2003.
MISCELLANEOUS
REPORT OF THE AUDIT COMMITTEE
We have reviewed and discussed with management the Company's audited
financial statements as of and for the year ended February 3, 2002. We have
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61, Communication with Audit Committees, as
amended, by the Auditing Standards Board of the American Institute of Certified
Public Accountants.
We have received and reviewed the written disclosures and the letter from
the independent auditors required by Independence Standard No. 1, Independence
Discussions with the Audit Committees, as amended, by the Independence Standards
Board, and have discussed with the auditors the auditors' independence.
Based on the reviews and discussions referred to above, we have recommended
to the Board of Directors that the financial statements referred to above be
included in the Company's Annual Report on Form 10-K for the year ended February
3, 2002.
Peter A. Edison, Chairman
Bruce H. Hallett
Christopher C. Maguire
Independence of Accountants. Ernst & Young, LLP served as the Company's
independent accountants for the fiscal year ended February 3, 2002 and has been
selected to serve in such capacity for the current year. For the year ended
February 3, 2002, the Company paid Ernst & Young, its independent auditors, the
following amounts:
Audit Fees.................................................. $138,000
Financial Information Systems & Design Implementation
Services.................................................. 0
Tax Services................................................ 140,074
All Other Fees.............................................. 145,921
The Audit Committee concluded that the above mentioned non-audit services
did not adversely impact the independence of Ernst & Young.
Representatives of Ernst & Young are expected to present at the Annual
Meeting, they will have the opportunity to make a statement if they desire to do
so and are expected to be available to respond to appropriate questions.
Proxy Solicitation. The accompanying proxy is being solicited on behalf of
the Board of Directors of the Company. The expense of preparing, printing and
mailing the form of proxy and the material used in the solicitation thereof will
be borne by the Company. In addition to the use of the mails, proxies may be
solicited by personal interview, telephone and telegram by directors and regular
officers and employees of the Company. Arrangements may also be made with
brokerage houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of stock held of
record by such persons, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in connection therewith.
12
Internet and Telephone Voting. For shares that are beneficially owned and
held in "street name" through a broker, stockholders will have the opportunity
to vote via the Internet or by telephone by utilizing a program provided through
ADP Investor Communication Services ("ADP"). Votes submitted electronically via
the Internet or by telephone through this program must be received by 4:00 p.m.,
New York time, on June 10, 2002. The giving of such a proxy will not affect the
right to vote in person, should the stockholder decide to attend the Annual
Meeting. The Internet voting procedures are designed to authenticate stockholder
identities, to allow stockholders to give their voting instructions and to
confirm that stockholder instructions have been recorded properly. Stockholders
voting via the Internet should understand that there may be costs associated
with electronic access, such as usage charges from Internet access providers and
telephone companies, that must be borne by the stockholder.
13
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSAL. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
Please mark
your votes as [X]
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1
ITEM 1. Election of Directors
FOR all nominees WITHHOLD
listed below AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed below
[ ] [ ]
Nominees: 01 David O. Corriveau, 02 Mark A. Levy, 03 Christopher C. Maguire
WITHHELD FOR: (Write that nominee's name in the space provided below.)
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Signature Signature Date
-------------------- -------------------- -------------
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
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o FOLD AND DETACH HERE o
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 4PM Eastern Time
the business day prior to annual meeting day.
YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
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INTERNET
http://www.eproxy.com/dab
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.
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OR
- --------------------------------------------------------------------------------
TELEPHONE
1-800-435-6710
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
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OR
- --------------------------------------------------------------------------------
MAIL
Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.
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NOTE: IF VOTING BY PHONE OR INTERNET, YOU MAY VOTE UNTIL 4:00 P.M. (EST), JUNE
10, 2002.
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.
THANK YOU FOR VOTING.
YOU CAN VIEW THE ANNUAL REPORT AND PROXY STATEMENT
ON THE INTERNET AT www.daveandbusters.com
http://www.daveandbusters.com
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- --------------------------------------------------------------------------------
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
DAVE & BUSTER'S, INC.
The undersigned hereby appoints David O. Corriveau and James W. Corley, or
each of them, his proxies, with full power of substitution and revocation, for
and in the name, place and stead of the undersigned, to vote upon and act with
respect to all of the shares of Common Stock of the Company standing in the name
of the undersigned or with respect to which the undersigned is entitled to vote
and act at said meeting or at any adjournment or postponement thereof, and the
undersigned directs that his proxy be voted as designated on the other side.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS,
FOR THE APPROVAL TO AMEND THE STOCK PLAN AND FOR THE APPROVAL TO AMEND THE
DIRECTORS PLAN.
The undersigned hereby revokes any proxy or proxies heretofore given to
Vote upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes, or any of them, may lawfully do by virtue
hereof.
(Continued, and to be marked, dated and signed, on the other side)
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o FOLD AND DETACH HERE o
You can now access your Dave & Buster's, Inc. account online.
Access your Dave & Buster's, Inc. shareholder account online via Investor
ServiceDirect(SM) (ISD).
Mellon Investor Services LLC, agent for Dave & Buster's, Inc., now makes it easy
and convenient to get current information on your shareholder account. After a
simple, and secure process of establishing a Personal Identification Number
(PIN), you are ready to log in and access your account to:
o View account status o View payment history for dividends
o View certificate history o Make address changes
o View book-entry information o Obtain a duplicate 1099 tax form
o Establish/change your PIN
VISIT US ON THE WEB AT http://www.melloninvestor.com
AND FOLLOW THE INSTRUCTIONS SHOWN ON THIS PAGE.
STEP 1: FIRST TIME USERS - ESTABLISH A PIN
You must first establish a Personal Identification Number (PIN) online by
following the directions provided in the upper right portion of the web screen
as follows. You will also need your Social Security Number (SSN) available to
establish a PIN.
INVESTOR SERVICEDIRECT(SM) IS CURRENTLY ONLY AVAILABLE FOR DOMESTIC INDIVIDUAL
AND JOINT ACCOUNTS.
o SSN
o PIN
o Then click on the Establish PIN button
Please be sure to remember your PIN, or maintain it in a secure place for future
reference.
STEP 2: LOG IN FOR ACCOUNT ACCESS
You are now ready to log in. To access your account please enter your:
o SSN
o PIN
o Then click on the Submit button
If you have more than one account, you will now be asked to select the
appropriate account.
STEP 3: ACCOUNT STATUS SCREEN
You are now ready to access your account information. Click on the appropriate
button to view or initiate transactions.
o Certificate History
o Book-Entry Information
o Issue Certificate
o Payment History
o Address Change
o Duplicate 1099
FOR TECHNICAL ASSISTANCE CALL 1-877-978-7778 BETWEEN
9AM-7PM MONDAY-FRIDAY EASTERN TIME
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