Schedule 14a information


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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934
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 Section 240.14a-11(c) or Section

240.14a-12
SPAR GROUP, INC.

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(Name of Registrant as Specified In Its Charter)
N/A

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(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:
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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):
---------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SPAR GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held August 2, 2001
TO THE STOCKHOLDERS OF SPAR GROUP, INC.
The 2001 Annual Meeting of Stockholders (the "2001 Annual Meeting") of

SPAR Group, Inc. (f/k/a PIA Merchandising Services, Inc.) (the "Company" or

"SPAR"), will be held at 10:00 a.m., Eastern Standard Time, on August 2, 2001,

at 580 White Plains Road, Tarrytown, NY 10591, for the following purposes:
1. To elect six Directors of the Company to serve during the ensuing year and

until their successors are elected and qualified.
2. To approve the adoption of the 2000 Stock Option Plan, as amended, which,

with respect to all newly granted options, replaces the 1995 Amended and

Restated Stock Option Plan and Directors Stock Option Plan.
3. To approve the adoption of the 2001 Employee Stock Purchase Plan, which

replaces the existing plan.
4. To approve the adoption of the 2001 Consultant Stock Purchase Plan for

employees of certain affiliates of the Company who provide services to the

Company.
5. To ratify the appointment of Ernst & Young LLP as the Company's independent

auditors for the fiscal year ending December 31, 2001.
6. To transact such other business as may properly come before the meeting or

any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy

Statement accompanying this Notice. Only the stockholders of record, at the

close of business on June 29, 2001, will be entitled to notice of and to vote at

the 2001 Annual Meeting or any adjournment or postponement thereof.
A copy of the Company's Annual Report to Stockholders for the fiscal

year ended December 31, 2000 is being mailed with this Notice but is not to be

considered part of the proxy soliciting material.
By Order of the Board of Directors

CHARLES CIMITILE

Secretary
July 13, 2001

Tarrytown, New York

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YOU ARE URGED TO VOTE UPON THE MATTERS PRESENTED AND TO SIGN, DATE AND PROMPTLY

RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. IT IS IMPORTANT FOR YOU TO

BE REPRESENTED AT THE MEETING. PROXIES ARE REVOCABLE AT ANY TIME AND THE

EXECUTION OF YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ARE

PRESENT AT THE MEETING. REQUESTS FOR ADDITIONAL COPIES OF PROXY MATERIALS SHOULD

BE ADDRESSED TO CHARLES CIMITILE, SECRETARY AND CHIEF FINANCIAL OFFICER, AT THE

OFFICES OF THE COMPANY: SPAR GROUP, INC., 580 WHITE PLAINS ROAD, TARRYTOWN, NY

10591.

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SPAR GROUP, INC.

580 White Plains Road

Tarrytown, NY 10591
---------------------------
PROXY STATEMENT

2001 ANNUAL MEETING OF STOCKHOLDERS

To Be Held August 2, 2001
---------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation

of proxies by the Board of Directors (the "Board") of SPAR Group, Inc. (f/k/a

PIA Merchandising Services, Inc.), a Delaware corporation (the "Company"), for

use at the 2001 Annual Meeting of Stockholders (the "2001 Annual Meeting") to be

held on Thursday, August 2, 2001, at 10:00 a.m., Eastern Standard Time, at the

principal office of the Company located at 580 White Plains Road, Tarrytown, New

York, 10591, and any adjournment or postponement thereof. This Proxy Statement

and the form of proxy to be utilized at the 2001 Annual Meeting were mailed or

delivered to the stockholders of the Company on or about July 13, 2001.
MATTERS TO BE CONSIDERED
The 2001 Annual Meeting has been called to (1) elect six Directors of the

Company to serve during the ensuing year and until their successors are elected

and qualified, (2) approve the adoption of the 2000 Stock Option Plan, as

amended, which, with respect to all newly granted options, replaces the 1995

Amended and Restated Stock Option Plan and Directors Stock Option Plan, (3)

approve the adoption of the 2001 Employee Stock Purchase Plan, which replaces

the existing employee stock purchase plan, (4) approve the adoption of the 2001

Consultant Stock Purchase Plan for employees of certain affiliates of the

Company who provide services to the Company, (5) ratify the appointment of Ernst

& Young LLP as the Company's independent auditors for the fiscal year ending

December 31, 2001, and (6) transact such other business as may properly come

before the meeting or any adjournment or postponement thereof.
RECORD DATE AND VOTING
The Board has fixed the close of business on June 29, 2001, as the

record date (the "Record Date") for the determination of stockholders entitled

to vote at the 2001 Annual Meeting and any adjournment or postponement thereof.

As of the Record Date, there were outstanding 18,279,830 shares of the Company's

common stock, $.01 par value (the "Common Stock").
QUORUM AND VOTING REQUIREMENTS
The holders of record on the record date of a majority of the

outstanding shares of Common Stock will constitute a quorum for the transaction

of business at the 2001 Annual Meeting. As to all matters, each stockholder of

record on the record date is entitled to one vote for each share of Common Stock

held. Abstentions and broker non-votes are counted for purposes of determining

the presence or absence of a quorum for the transaction of business. The

Director nominees who receive the greatest number of votes at the 2001 Annual

Meeting will be elected to the Board of the Company. Stockholders are not

entitled to cumulate votes. Votes against a candidate and votes withheld have no

legal effect. In matters other than the election of Directors, abstentions are

counted as votes against in tabulations of the votes cast on proposals presented

to stockholders, whereas broker non-votes are not counted for purposes of

determining whether a proposal has been approved.
All proxies which are properly completed, signed and returned prior to

the 2001 Annual Meeting will be voted. Any proxy given by a stockholder may be

revoked at any time before it is exercised by

filing with the Secretary of the Company an instrument revoking it, by

delivering a duly executed proxy bearing a later date or by the stockholder

attending the 2001 Annual Meeting and voting his or her shares in person.
PROPOSAL 1- ELECTION OF DIRECTORS
Six Directors are to be elected at the 2001 Annual Meeting to serve

until the next Annual Meeting of Stockholders and until their respective

successors have been elected and qualified. In the absence of instructions to

the contrary, proxies covering shares of Common Stock will be voted in favor of

the election of each of Mr. Robert G. Brown, Mr. William H. Bartels, Mr. Robert

O. Aders, Mr. Jack W. Partridge, Mr. Jerry B. Gilbert, and Mr. George W. Off. In

the event that any nominee for election as Director should become unavailable to

serve, it is intended that votes will be cast, pursuant to the enclosed proxy,

for such substitute nominee as may be nominated by the Company. Management has

no present knowledge that any of the persons named will be unavailable to serve.
No arrangement or understanding exists between any nominee and any

other person or persons pursuant to which any nominee was or is to be selected

as a Director or nominee. None of the nominees has any family relationship to

any other nominee or to any executive officer of the Company.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES IDENTIFIED

ABOVE.
INFORMATION CONCERNING NOMINEES TO BOARD OF DIRECTORS
Information is set forth below concerning the nominee Directors, all of

whom are incumbent Directors. The Board of Directors has fixed at seven the

number of directors that will constitute the board for the ensuing year. The

Board is actively seeking an additional outside director to fill the remaining

vacancy. Each nominee has consented to being named in this Proxy Statement as a

nominee for Director and has agreed to serve as a Director if elected.
Name Age Position with SPAR Group, Inc.

---- --- ------------------------------
Robert G. Brown................ 58 Chairman, Chief Executive Officer,

President and Director

William H. Bartels............. 57 Vice Chairman and Director

Robert O. Aders (1)(2)......... 74 Director

Jack W. Partridge (1)(2)....... 55 Director

Jerry B. Gilbert (1)(2)........ 67 Director

George W. Off (1)(2)........... 54 Director
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(1) Member of the Compensation Committe

(2) Member of the Audit Committee

Robert G. Brown serves as the Chairman, the Chief Executive Officer,

the President and a Director of the Company and has held such positions since

July 8, 1999, the effective date of the merger of the SPAR Marketing Companies

(as defined below) with PIA Merchandising Services, Inc. (the "Merger"). Mr.

Brown served as the Chairman, President and Chief Executive Officer of the SPAR

Marketing Companies (SPAR/Burgoyne Retail Services, Inc. ("SBRS") since 1994,

SPAR, Inc. ("SINC") since 1979, SPAR Marketing, Inc. ("SMNEV") since November

1993, and SPAR Marketing Force, Inc. ("SMF") since SMF acquired its assets and

business in 1996) (SBRS, SINC, SMNEV and SMF may be referred to collectively as

the "SPAR Marketing Companies").
William H. Bartels serves as the Vice Chairman and a Director of the

Company and has held such positions since July 8, 1999 (the effective date of

the Merger). Mr. Bartels served as the Vice-Chairman,

-2-
Secretary, Treasurer and Senior Vice President of the SPAR Marketing Companies

(SBRS since 1994, SINC since 1979, SMNEV since November 1993 and SMF since SMF

acquired its assets and business in 1996), and has been responsible for the

Company's sales and marketing efforts, as well as for overseeing joint ventures

and acquisitions.
Robert O. Aders serves as a Director of the Company and has done so

since July 8, 1999. Mr. Aders has served as Chairman of The Advisory Board,

Inc., an international consulting organization since 1993, and also as President

Emeritus of the Food Marketing Institute ("FMI") since 1993. Immediately prior

to his election to the presidency of FMI in 1976, Mr. Aders was Acting Secretary

of Labor in the Ford Administration. Mr. Aders was the Chief Executive Officer

of FMI from 1976 to 1993. He also served in The Kroger Co., in various executive

positions from 1957-1974 and was Chairman of the Board from 1970 to 1974. Mr.

Aders also serves as a Director of FMI, the Stedman Nutrition Foundation at Duke

Medical Center, Coinstar, Inc., The Source Interlink and Telepanel Systems, Inc.
Jack W. Partridge serves as a Director of the Company and has done so

since January 29, 2001. Mr. Partridge is President of Jack W. Partridge &

Associates. He previously served as Vice Chairman of the Board of The Grand

Union Company from 1998 to 2000. Mr. Partridge's service with Grand Union

followed a distinguished 23-year career with The Kroger Company, where he served

as Group Vice President, Corporate Affairs, and as a member of the Senior

Executive Committee, as well as various other executive positions. Mr. Partridge

has been a leader in industry and community affairs for over two decades. He

also served as Chairman of the Food Marketing Institute's Government Relations

Committee, the Food and Agriculture Policy Task Force, and as Chairman of the

Board of The Ohio Retail Association. He has also served as Vice Chairman of the

Cincinnati Museum Center and a member of the boards of the United Way of

Cincinnati, the Childhood Trust, Second Harvest and the Urban League.
Jerry B. Gilbert serves as a Director of the Company and has done so

since June 4, 2001. Mr. Gilbert served as Vice President of Customer Relations

for Johnson & Johnson's Consumer and Personal Care Group of Companies from 1989

to 1997. Mr. Gilbert joined Johnson & Johnson in 1958 and from 1958-1989 held
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