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 [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
CTI INDUSTRIES CORPORATION
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(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)(4) 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:
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5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
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[_] 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:
________________________________________________________________________________
CTI INDUSTRIES CORPORATION
22160 North Pepper Road
Barrington, Illinois 60010
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON SEPTEMBER 5, 2003
To: Shareholders of CTI Industries Corporation
The annual meeting of the shareholders of CTI Industries Corporation will
be held at The Holiday Inn Crystal Lake, 800 South Route 31, Crystal Lake,
Illinois 60014, on Friday, September 5, 2003, at 10:00 a.m., Central Daylight
Savings Time, for the following purposes:
1. To elect 6 directors to hold office during the year following the
annual meeting or until their successors are elected (Item No. 1 on
proxy card);
2. To ratify the appointment of Eisner, LLP as auditors of the
Corporation for 2003 (Item No. 2 on proxy card); and
3. To transact such other business as may properly come before the
meeting.
The close of business on July 18, 2003, has been fixed as the record date
for determining the shareholders entitled to receive notice of and to vote at
the annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
August 1, 2003 /s/ Stephen M. Merrick
----------------------------
Stephen M. Merrick, Secretary
YOUR VOTE IS IMPORTANT
It is important that as many shares as possible be represented at
the annual meeting. Please date, sign, and promptly return the proxy
in the enclosed envelope. Your proxy may be revoked by you at any
time before it has been voted.
CTI INDUSTRIES CORPORATION
22160 North Pepper Road
Barrington, Illinois 60010
PROXY STATEMENT
Information Concerning the Solicitation
This statement is furnished in connection with the solicitation of proxies
to be used at the Annual Shareholders Meeting (the "Annual Meeting") of CTI
Industries Corporation (the "Company"), an Illinois corporation, to be held at
10:00 a.m. Central Daylight Savings Time on Friday, September 5, 2003, at The
Holiday Inn Crystal Lake, 800 South Route 31, Crystal Lake, Illinois 60014. The
proxy materials are being mailed to shareholders of record at the close of
business on July 18, 2003.
The solicitation of proxies in the enclosed form is made on behalf of the
Board of Directors of the Company.
The cost of preparing, assembling and mailing the proxy material and of
reimbursing brokers, nominees and fiduciaries for the out-of-pocket and clerical
expenses of transmitting copies of the proxy material to the beneficial owners
of shares held of record by such persons will be borne by the Company. The
Company does not intend to solicit proxies otherwise than by use of the mail,
but certain officers and regular employees of the Company or its subsidiaries,
without additional compensation, may use their personal efforts, by telephone or
otherwise, to obtain proxies.
Quorum and Voting
Only shareholders of record at the close of business on July 18, 2003 are
entitled to vote at the Annual Meeting. On that day, there were issued and
outstanding 1,918,419 shares of Common Stock. Each share has one vote. A simple
majority of the outstanding shares of Common Stock is required to be present in
person or by proxy at the meeting for there to be a quorum for purposes of
proceeding with the Annual Meeting. The Company's Articles of Incorporation
grants the holders of Common Stock the right to elect up to six total directors,
and six directors will be elected by the Company's Common Stockholders at this
meeting. The Common Stock does not possess cumulative voting rights, and the
election of directors will be by the vote of a majority of shares of Common
Stock present in person or by proxy at the Annual Meeting. Ratification of
auditors will require the vote of a simple majority of the shares of Common
Stock present at the Annual Meeting by person or proxy. Abstentions and withheld
votes have the effect of votes against these matters. Broker non-votes (shares
of record held by a broker for which a proxy is not given) will be counted for
purposes of determining shares outstanding for purposes of a quorum, but will
not be counted as present for purposes of determining the vote on any matter
considered at the meeting.
A shareholder signing and returning a proxy on the enclosed form has the
power to revoke it at any time before the shares subject to it are voted by
notifying the Secretary of the Company in writing. If a shareholder specifies
how the proxy is to be voted with respect to any of the proposals for which a
choice is provided, the proxy will be voted in accordance with such
specifications. If a shareholder fails to so specify with respect to such
proposals, the proxy will be voted "FOR" the nominees for directors contained in
these proxy materials and "FOR" for proposal 2.
1
Stock Ownership by Management and Others
The following table sets forth certain information with respect to the
beneficial ownership of the Company's capital stock, as of July 18, 2003, by (i)
each stockholder who is known by the Company to be the beneficial owner of more
than 5% of the Company's Common Stock, (ii) each director and executive officer
of the Company who owns any shares of Common Stock and (iii) all executive
officers and directors as a group. Except as otherwise indicated, the Company
believes that the beneficial owners of the shares listed below have sole
investment and voting power with respect to such shares.
Shares of Common Stock
Name and Address (1) Beneficially Owned (2) Percent of Common Stock
---------------- ------------------ -----------------------
John H. Schwan 658,109(3) 30.8% (4)
Stephen M. Merrick 541,630(5) 26.1%(4)
Howard W. Schwan 178,901(6) 9.1% (4)
Brent Anderson 51,128(7) 2.6% (4)
Samuel Komar 24,879 (8) 1.3% (4)
Mark Van Dyke 23,809(9) 1.2% (4)
Stanley M. Brown 11,250 (10) *
747 Glenn Avenue
Wheeling, IL 60090
Bret Tayne 9,923 (11) *
6834 N. Kostner Avenue
Lincolnwood, IL 60712
Frances Ann Rohlen 169,933 (12) 8.9% (4)
747 Glenn Avenue
Wheeling, IL 60090
All Directors and Executive 1,499,629 61% (4)
Officers as a group (8 persons)
----------
*Less than one percent
(footnotes continued on next page)
2
(1) Except as otherwise indicated, the address of each stockholder listed
above is c/o CTI Industries Corporation, 22160 North Pepper Road,
Barrington, Illinois 60010.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired within 60 days from the date set forth above through the exercise
of any option, warrant or right. Shares of Common Stock subject to
options, warrants or rights that are currently exercisable or exercisable
within 60 days are deemed outstanding for purposes of computing the
percentage ownership of the person holding such options, warrants or
rights, but are not deemed outstanding for purposes of computing the
percentage ownership of any other person.
(3) Includes warrants to purchase up to 79,364 shares of Common Stock at $1.50
per share, warrants to purchase up to 93,000 shares of Common Stock at
$4.87 per share, options to purchase up to 15,872 shares of Common Stock
at $6.93 per share granted under the Company's 1997 Stock Option Plan,
options to purchase up to 23,809 shares of Common Stock at $2.08 per share
granted under the Company's 1999 Stock Option Plan and options to purchase
up to 5,952 shares of Common Stock at $2.55 per share granted under the
Company's 2002 Stock Option Plan. Also includes indirect beneficial
ownership of 130,821 shares of Common Stock through shares owned through
CTI Investors, L.L.C. See "Board of Directors Affiliations and Related
Transactions."
(4) Assumes the exercise of all warrants and options owned by the named person
into shares of Common Stock and all shares of Common Stock beneficially
owned by the named person through CTI Investors, L.L.C.
(5) Includes warrants to purchase up to 39,683 shares of Common Stock at $1.50
per share, warrants to purchase up to 70,000 shares of Common Stock at
$4.87 per share, options to purchase up to 15,872 shares of Common Stock
at $6.93 per share granted under the Company's 1997 Stock Option Plan,
options to purchase up to 23,809 shares of Common Stock at $2.08 per share
granted under the Company's 1999 Stock Option Plan and options to purchase
up to 5,952 shares of Common Stock at $2.55 per share granted under the
Company's 2002 Stock Option Plan. Also includes indirect beneficial
ownership of 87,214 shares of Common Stock through shares owned through
CTI Investors, L.L.C. See "Board of Directors Affiliations and Related
Transactions."
(6) Includes options to purchase up to 15,872 shares of Common Stock at $6.30
per share granted under the Company's 1997 Stock Option Plan, options to
purchase up to 23,809 shares of Common Stock at $1.89 per share granted
under the Company's 1999 Stock Option Plan and options to purchase up to
14,285 shares of Common Stock at $2.31 per share granted under the
Company's 2002 Stock Option Plan. Also includes indirect beneficial
ownership of 65,410 shares of Common Stock through shares owned through
CTI Investors, L.L.C. See "Board of Directors Affiliations and Related
Transactions.
(footnotes continued on next page)
3
(7) Includes options to purchase up to 4,761 shares of Common Stock at $6.30
per share granted under the Company's 1997 Stock Option Plan, options to
purchase up to 8,333 shares of Common Stock at $1.89 per share granted
under the Company's 1999 Stock Option Plan, options to purchase up to
17,857 shares of Common Stock at $1.47 per share, granted under the
Company's 2001 Stock Option Plan and options to purchase up to 8,928
shares of Common Stock at $2.31 per share granted under the Company's 2002
Stock Option Plan.
(8) Includes options to purchase up to 4,761 shares of Common Stock at $6.30
per share granted under the Company's 1997 Stock Option Plan, options to
purchase up to 7,976 shares of Common Stock at $1.89 per share granted
under the Company's 1999 Stock Option Plan, options to purchase up to
11,904 shares of Common Stock at $1.47 per share granted under the
Company's 2001 Stock Option Plan, and 238 shares of Common Stock held by
immediate family members.
(9) Includes options to purchase up to 23,809 shares of Common Stock at $1.47
per share granted under the Company's 2001 Stock Option Plan.
(10) Includes options to purchase up to 1,984 shares of Common Stock at $6.30
per share and options to purchase up to 1,984 shares of Common Stock at
$10.08 per share, both granted under the Company's 1997 Stock Option Plan,
options to purchase up to 3,571 shares of Common Stock at $1.89 per share
granted under the Company's 1999 Stock Option Plan and options to purchase
up to 2,976 shares of Common Stock at $2.31 per share granted under the
Company's 2002 Stock Option Plan.
(11) Includes options to purchase up to 1,984 shares of Common Stock at $6.30
per share granted under the Company's 1997 Stock Option Plan, options to
purchase up to 3,571 shares of Common Stock at $1.89 per share granted
under the Company's 1999 Stock Option Plan and options to purchase up to
2,976 shares of Common Stock at $2.31 per share granted under the
Company's 2002 Stock Option Plan.
(12) Also includes indirect beneficial ownership of 109,017 shares of Common
Stock through shares owned through CTI Investors, L.L.C.
PROPOSAL ONE - ELECTION OF DIRECTORS
Six directors will be elected at the Annual Meeting to serve for terms of
one year expiring on the date of the Annual Meeting in 2004. All directors will
be elected by holders of the Company's Common Stock. Each director elected will
continue in office until a successor has been elected. If a nominee is unable to
serve, which the Board of Directors has no reason to expect, the persons named
in the accompanying proxy intend to vote for the balance of those named and, if
they deem it advisable, for a substitute nominee.
Information Concerning Nominees
The following is information concerning nominees for election as directors
of the Company. All but one of such persons is presently a director of the
Company.
4
Common Stock Nominees
John H. Schwan, age 58, Chairman. Mr. Schwan has been an officer and
director of the Company since January, 1996. Mr. Schwan has been the President
and principal executive officer of Packaging Systems and affiliated companies
for over the last 15 years. Mr. Schwan has over 20 years of general management
experience, including manufacturing, marketing and sales. Mr. Schwan served in
the U.S. Army Infantry in Vietnam from 1966 to 1969, where he attained the rank
of First Lieutenant.
Stephen M. Merrick, age 61, Executive Vice President and Secretary. Mr.
Merrick was President of the Company from January, 1996 to June, 1997 when he
became Chief Executive Officer of the Company. In October, 1999, Mr. Merrick
became Executive Vice President. Mr. Merrick is a principal of the law firm of
Merrick & Klimek, P.C. of Chicago, Illinois and has been engaged in the practice
of law for more than 30 years. Mr. Merrick is also Senior Vice President,
Director and a member of the Management Committee of Reliv International, Inc.
(NASDAQ), a manufacturer and direct marketer of nutritional supplements and food
products.
Howard W. Schwan, age 48, President. Mr. Schwan has been associated with
the Company for 19 years, principally in the management of the production and
engineering operations of the Company. Mr. Schwan was appointed as Vice
President of Manufacturing in November, 1990, was appointed as a director in
January, 1996, and was appointed as President in June, 1997.
John H. Schwan and Howard W. Schwan are brothers.
Stanley M. Brown, age 56, Director. Mr. Brown was appointed as a director
of the Company in January, 1996. Since March, 1996, Mr. Brown has been President
of Inn-Room Systems, Inc., a manufacturer and lessor of in-room vending systems
for hotels. From 1968 to 1989, Mr. Brown was with the United States Navy as a
naval aviator, achieving the rank of Captain.
Bret Tayne, age 44, Director. Mr. Tayne was appointed as a director of the
Company in December, 1997. Mr. Tayne has been the President of Everede Tool
Company, a manufacturer of industrial cutting tools, since January, 1992. Prior
to that, Mr. Tayne was Executive Vice President of Unifin, a commercial finance
company, since 1986. Mr. Tayne received a Bachelor of Science degree from Tufts
University and an MBA from Northwestern University.
Michael P. Avramovich, Age 50, Director. Mr. Avramovich is a principal of
the law firm of Avramovich & Associates, P.C. of Chicago, Illinois, and has been
engaged in the practice of law for over 6 years. Prior to the practice of law,
Mr. Avranovich was an Associate Professor of Accounting and Finance at
National-Louis University in Chicago, Illinois. Mr. Avramovich has also worked
in various financial accounting positions at Molex International, Inc. of Lisle,
Illinois. Mr. Avramovich received a Bachelor of Arts degree in History and
International Relations from North Park University, a Master of Management,
Accounting and Information Systems, and Finance from Northwestern University, a
Juris Doctorate from the John Marshall Law School and an L.L.M. in International
and Corporate Law from Georgetown University Law Center.
Executive Officers Other Than Nominees
Mark Van Dyke, age 53, Senior Vice President. Mr. Van Dyke rejoined the
Company in August, 2001, after having been employed by M&D Balloons, Inc. for
eight years, where he had achieved the
5
position of Executive Director. Mr. Van Dyke was previously employed by the
Company for 12 years prior to his employment with M&D Balloons, Inc. Overall,
Mr. Van Dyke has over 25 years of experience in the balloon industry.
Brent Anderson, age 36, Vice President of Manufacturing. Mr. Anderson has
been employed by the Company since January, 1989, and has held a number of
engineering positions with the Company including Plant Engineer and Plant
Manager. In such capacities Mr. Anderson was responsible for the design and
manufacture of much of the Company's manufacturing equipment. Mr. Anderson was
appointed Vice President of Manufacturing in June, 1997.
Samuel Komar, age 46, Vice President of Sales. Mr. Komar has been employed
by the Company since March of 1998, and was named Vice-President of Sales in
September of 2001. Mr. Komar has worked in sales for 16 years, and prior to his
employment with the Company, Mr. Komar was employed by Bob Gable & Associates, a
manufacturer of sporting goods. Mr. Komar received a Bachelor of Science Degree
in Sales and Marketing from Indiana University.
Committees of the Board of Directors
The Company's Board of Directors has standing Audit and Compensation
Committees. The Company has no standing nominating committee.
The Compensation Committee is composed of John H. Schwan, Bret Tayne and
Stanley M. Brown. The Compensation Committee reviews and makes recommendations
to the Board of Directors concerning the compensation of officers and key
employees of the Company. The Compensation Committee met one time during 2002.
Since 1998, the Company has had a standing Audit Committee, which is
presently composed of Mr. Tayne, and Mr. Brown. It is anticipated that a new
independent member of the Audit Committee will be appointed at the time of the
Annual Meeting. The Audit Committee held four meetings during fiscal year 2002,
including quarterly meetings with management and the independent auditors to
discuss the Company's financial statements. Each appointed member of the
Committee satisfies the definition of "independent" as defined by Rule
4200(a)(14) of the National Association of Securities Dealers listing standards.
The Company's Board of Directors has adopted a written charter for the Audit
Committee. The Audit Committee reviews and makes recommendations to the Company
about its financial reporting requirements. Information regarding the functions
performed by the Committee is set forth in the "Report of the Audit Committee",
included in this annual Proxy Statement below.
The Board of Directors met three times during fiscal 2002. Each director
attended all meetings of the Board of Directors.
6
Executive Compensation
The following table sets forth certain information with respect to the
compensation paid or accrued by the Company to its President, Chief Executive
Officer and any other officer who received compensation in excess of $100,000
("Named Executive Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- ----------------------
Name and Principal Other Annual
Position Year Salary $ Compensation Underlying Compensation ($)
-------- ---- -------- ------------ ---------- ----------------
Options
-------
Howard W. Schwan 2002 $162,500 $8,100 14,285(2) $1,925(6)
President 2001 $150,000 $5,000 --- $1,765(6)
2000 $135,000 $9,719(1) 23,809(2) $1,650(6)
Mark Van Dyke 2002 $123,100 -- -- --
Senior Vice President 2001 $45,900 -- 23,809(3) --
2000 -- -- -- --
Brent Anderson 2002 $95,000 -- 8,928(4) --
Vice President of 2001 $86,700 -- 17,857(4) --
Manufacturing 2000 $82,300 -- -- --
Samuel Komar 2002 $104,200 -- -- --
Vice President of 2001 $85,000 -- 11,904(5) --
Sales 2000 $89,500 -- -- --
----------
(1) Perquisites include country club membership of $3,950 in 2000.
(2) Stock options to purchase up to 23,809 shares of the Company's Common
Stock at $1.89 per share and stock options to purchase up to 14,285 shares
of the Company's Common stock at $2.31 per share.
(3) Stock options to purchase up to 23,809 shares of the Company's Common
Stock at $1.47 per share.
(4) Stock options to purchase up to 17,857 shares of the Company's Common
Stock at $1.47 per share and stock options to purchase up to 8,928 shares
of the Company's Common Stock at $2.31 per share.
(5) Stock options to purchase up to 11,904 shares of the Company's Common
Stock at $1.47 per share. (6) Company contribution to the Company's 401(k)
Plan as a pre-tax salary deferral.
Certain Named Executive Officers have received warrants to purchase Common
Stock of the Company in connection with their guarantee of certain bank loans
secured by the Company and in connection with their participation in a private
offering of notes and warrants conducted by the Company. See "Board of Director
Affiliations and Related Transactions" below. The following stock option grants
were made to certain of the Company's executive officers in the fiscal year
ending December 31, 2002.
7
Option Grants in Last Fiscal Year
Individual Grants
Number of
Securities % of Total Options
Underlying Granted to Employees in Exercise Price Expiration
Name Options Granted Fiscal Year ($/share) Date
---- --------------- ----------- --------- ----
Howard W. Schwan 14,285 24.2% $2.31 10/12/2007
Brent Anderson 8,928 15.2% $2.31 10/12/2007
Stephen M. Merrick 5,952 10.1% $2.55 10/12/2007
John H. Schwan 5,952 10.1% $2.55 10/12/2007
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
Number of Securities
Underlying Value of Unexercised In-
Shares Unexercised Options at the-Money Options
Acquired on Value Year End (#) at Fiscal Year End ($)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ ------------ ------------------------- -------------------------
John H. Schwan 0 0 45,633/0 $121,603/0(1)
Howard W. Schwan 0 0 53,966/0 $160,471/0(1)
Stephen M. Merrick 0 0 45,633/0 $121,603/0(1)
Mark Van Dyke 0 0 23,809/0 $114,045/0(1)
Brent Anderson 0 0 39,879/0 $157,216/0(1)
Samuel Komar 0 0 24,641/0 $91,875/0(1)
----------
(1) The value of unexercised in-the-money options is based on the difference
between the exercise price and the fair market value of the Company's
Common Stock on December 31, 2002.
Report of Audit Committee
Until January 29, 1998, the Company's Board of Directors acted as the
Audit Committee, which is responsible for nominating the Company's independent
accountants for approval by the Board of Directors, reviewing the scope, results
and costs of the audit with the Company's independent accountants, and reviewing
the financial statements, audit practices and internal controls of the Company.
On January 30, 1998, the Board of Directors elected a formal Audit Committee.
The current members are Stanley M. Brown III and Bret Tayne. Prior to December
31, 2002, and during fiscal year 2002, when the Company was subject to the
Securities and Exchange Commission's Small Business Reporting Rules, Mr. Brown
and Mr. Tayne were the sole members of the Audit Committee. On June 5, 2000, the
Board of Directors adopted a formal Audit Committee Charter. During 2002, the
Audit Committee held four meetings. Mr. Tayne and Mr. Brown attended all of
these meetings.
8
Report of the Audit Committee. The Audit Committee oversees the Company's
financial reporting process on behalf of the Board of Directors. Management has
the primary responsibility for the financial statements and the reporting
process including the systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed the audited financial statements in the
Annual Report with management including a discussion of the quality, not just
the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial
statements.
The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Committee under
generally accepted auditing standards. In addition, the Committee has discussed
with the independent auditors the auditor's independence from management and the
Company including the matters in the written disclosures required by the
Independence Standards Board.
The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the Company's internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.
In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-KSB for the year ended December 31, 2002, for filing with the Securities and
Exchange Commission. The Committee and the board have also recommended, subject
to shareholder approval, the selection of the Company's independent auditors.
March 31, 2003
Bret Tayne, Audit Committee Chair
Stanley M. Brown, III, Audit Committee Member
9
Fees Billed By Independent Public Accountants
The following table sets forth the amount of audit fees and all other fees
billed or expected to be billed by Eisner, LLP, the Company's principal
auditor, for the year ended December 31, 2003:
Amount
------
Audit fees (1) $ 100,000
Other audit related fees (2) 10,000
All other fees(3) 10,000
Total fees $ 120,000 (estimated)
----------
(1) Includes the annual financial statement audit and limited quarterly
reviews and expenses.
(2) Includes fees and expenses for other audit related activity provided by
Eisner, LLP.
(3) Primarily represents tax services, which include preparation of tax
returns and other tax consulting services.
The following table sets forth the amount of audit fees and all other fees
billed or expected to be billed by McGladrey & Pullen, LLP, the Company's
prior auditor, for the year ended December 31, 2002:
Amount
------
Audit fees (1) $ 136,000
Other audit related fees (2) 15,000
All other fees(3) 15,000
Total fees $ 166,000
----------
(1) Includes the annual financial statement audit and limited quarterly
reviews and expenses.
(2) Includes fees and expenses for other audit related activity provided by
McGladrey & Pullen, LLP.
(3) Primarily represents tax services, which include preparation of tax
returns and other tax consulting services.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors of the Company is
composed of three members of the Board of Directors. The Compensation Committee
is responsible for establishing the standards and philosophy of the Board of
Directors regarding executive compensation, for reviewing and evaluating
executive compensation and compensation programs, and for recommending levels of
salary and other forms of compensation for executives of the Company to the
Board of Directors. The full Board of Directors of the Company is responsible
for setting and administering salaries, bonus payments and other compensation
awards to executives of the Company.
10
Compensation Philosophy
The philosophy of the Compensation Committee, and of the Board of
Directors of the Company, regarding executive compensation includes the
following principal components:
To attract and retain quality executive talent, which is regarded as
critical to the long and short-term success of the Company, in
substantial part by offering compensation programs which provide
attractive rewards for successful effort.
To provide a reasonable level of base compensation to senior
executives.
To create a mutuality of interest between executive officers of the
Company and shareholders through long-term compensation structures,
particularly stock option programs, so that executive officers share
the risks and rewards of strategic decision making and its effect on
shareholder value.
The Compensation Committee has recommended, and the Board of Directors has
determined, to take appropriate action to comply with the provisions of Section
162(m) of the Internal Revenue Code so that executive compensation will be
deductible as an expense to the fullest extent allowable.
The Company's executive compensation program consists of two key elements:
(i) an annual component consisting of base salary and (ii) a long-term
component, principally stock options.
Annual Base Compensation
The Compensation Committee recommends annual salary levels for each of the
Named Executives, and for other senior executives of the Company, to the Board
of Directors. The recommendations of the Compensation Committee for base salary
levels for senior executives of the Company are determined annually, in part, by
evaluating the responsibilities of the position and examining market
compensation levels and trends for similar positions in the marketplace.
Additional factors which the Compensation Committee considers in
recommending annual adjustments to base salaries include: results of operation
of the Company, sales, shareholder returns, and the experience,
work-performance, leadership and team building skills of each executive. The
Company receives information from the Chief Executive Officer with regard to
these matters. While each of these factors is considered in relatively equal
weight, the Compensation Committee does not utilize performance matrices or
measured weightings in its review. Each year, the Compensation Committee
conducts a structured review of base compensation of senior executives with
input from the Chief Executive Officer.
Long-Term Component - Stock Options
The long-term component of compensation provided to executives of the
Company has been in the form of stock options. The Compensation Committee has
recommended to the Board of Directors that a significant portion of the total
compensation to executives be in the form of incentive stock options. Stock
options are granted with an exercise price equal to or greater than the fair
market value of the Company's Common Stock on the date of the grant. Stock
options are exercisable between one and ten years from the date granted. Such
stock options provide incentive for the creation of shareholder value
11
over the long-term since the full benefit of the compensation package for an
executive cannot be realized unless an appreciation in the price of the
Company's Common Stock occurs over a specified number of years.
The magnitude of the stock option awards are determined annually by the
Compensation Committee and the Board of Directors. Generally, the number of
options granted to an executive has been based on the relative salary level and
responsibilities of the executive.
On October 12, 2002, incentive stock options to purchase up to 14,285,
8,928, 5,952 and 5,952 shares of the Company's Common Stock were granted to
Messrs. Howard Schwan, Brent Anderson, Stephen M. Merrick and John Schwan,
respectively, under the 2002 Stock Option Plan (the "2002 Plan"). In addition,
on October 12 2002, non-qualified stock options to purchase up to 2,926 shares
of the Company's Common Stock were granted to each of Messrs. Stan Brown and
Bret Tayne, respectively, under the 2002 Plan.
CEO Compensation
The Compensation Committee utilizes the same standards and methods for
recommending annual base compensation for the Chief Executive Officer of the
Company as it does for other senior executive officers of the Company.
In 1997, the Company entered into an Employment Agreement with Howard W.
Schwan, President of the Company, providing that Mr. Schwan's base annual
compensation would not be less than $135,000. During 2000, 2001 and 2002, upon
the recommendation of the Compensation Committee, the base salary of Mr. Schwan
was $135,000, 150,000 and $162,500, respectively. In 2000, 2001 and 2002 other
annual compensation was paid to Mr. Schwan in the amounts of $9,719, $5,000 and
$8,100, respectively.
The Compensation Committee recommended that Mr. Schwan (and other senior
executives of the Company), receive incentive stock options, consistent with
observed market practices, so that a significant portion of his total
compensation will be based upon, and consistent with, returns to shareholders.
In 2000, 23,809 stock options were granted to Mr. Schwan by the Company. In
2001, Mr. Schwan was granted no stock options. In 2002, 14,285 stock options
were granted to Mr. Schwan.
Compensation Committee:
John H. Schwan, Bret Tayne, Stanley M. Brown, III
12
Total Return To Shareholders
(Includes reinvestment of dividends)
ANNUAL RETURN PERCENTAGE
Years Ending
Company / Index Oct98 Oct99 Oct00 Dec00 Dec01 Dec02
CTI INDUSTRIES CORP -54.85 -74.39 -4.76 -46.67 75.00 325.85
NASDAQ U.S. INDEX 9.00 68.80 12.86 -27.04 -20.67 -30.88
S&P 500 SPECIALTY STORES -37.25 -16.29 -4.69 -13.37 61.41 -11.11
INDEXED
RETURNS
Base Years Ending
Period
Company / Index 5Nov97 Oct98 Oct99 Oct00 Dec00 Dec01 Dec02
CTI INDUSTRIES CORP 100 45.15 11.56 11.01 5.87 10.28 43.77
NASDAQ U.S. INDEX 100 109.00 183.99 207.64 151.49 120.18 83.08
S&P 500 SPECIALTY STORES 100 62.75 52.53 50.07 43.37 70.01 62.23
Comparative Stock Price Performance Graph
The above graph compares, for the period January 1, 1998 to December 31,
2002, the cumulative total return (assuming reinvestment of dividends) on the
Company's Common Stock with (i) NASDAQ Stock Market Index (U.S.) and (ii) a peer
group including S&P 500 Specialty Stores. The graph assumes an investment of
$100 on November 5, 1997, in the Company's Common Stock and each of the other
investment categories.
Employment Agreements
In June, 1997, the Company entered into an Employment Agreement with
Howard W. Schwan as President, which provides for an annual salary of not less
than $135,000. The term of the Agreement was through June 30, 2002 and is
automatically renewed thereafter for successive one-year terms. The Agreement
contains covenants of Mr. Schwan with respect to the use of the Company's
confidential information, establishes the Company's right to inventions created
by Mr. Schwan during the term of his employment, and includes a covenant of Mr.
Schwan not to compete with the Company for a period of three years after the
date of termination of the Agreement.
13
Director Compensation
John Schwan was compensated in the amount of $78,000 in fiscal 2002 for
his services as Chairman of the Board of Directors. Directors other than members
of management received a fee of $1,000 for each Board meeting attended.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and with the NASDAQ Stock Market. Officers, directors and greater than
ten-percent shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on a review of such forms furnished to the Company, or
written representations that no Form 5's were required, the Company believes
that during calendar year 2002, all Section 16(a) filing requirements applicable
to the officers, directors and ten-percent beneficial shareholders were complied
with, except that Brent Anderson filed a late report on Form 4 to report four
purchase and four sale transactions during 2002.
Board of Directors Affiliations and Related Transactions
Stephen M. Merrick, Executive Vice President of the Company, is a
principal of the law firm of Merrick & Klimek, P.C., which serves as general
counsel of the Company. In addition, Mr. Merrick is a principal stockholder of
the Company. Other principals of the firm of Merrick & Klimek, P.C. own less
than 1% of the Company's outstanding Common Stock. Legal fees incurred from the
firm of Merrick & Klimek, P.C. for the fiscal years ended December 31, 2001 and
December 31, 2002 were $121,305 and $107,245, respectively. Mr. Merrick is also
an officer and director of Reliv International, Inc. (NASDAQ-RELV).
John H. Schwan is President of Packaging Systems, L.L.C. and affiliated
companies. The Company made purchases of packaging materials from these entities
in the amount of $143,000 and $118,011 during each of the years ended December
31, 2001 and December 31, 2002, respectively.
In June, 1999, notes of the Company to Howard W. Schwan, John Schwan, and
Stephen Merrick in the amount of, respectively, $50,000, $350,000 and $315,000,
came due. On November 9, 1999, new notes in the same principal amounts were
issued to Messrs. H. Schwan, J. Schwan and Merrick, in payment and replacement
of the prior notes with maturity dates for each of November 9, 2001. As of that
date, each payee under the Notes had executed a consent to extend the maturity
on the Notes to March 1, 2004. In November, 1999, the June, 1997 warrants of
Messrs. H. Schwan, J. Schwan and Merrick to purchase up to (respectively) 6,359,
44,515 and 40,063 shares of the Company's Common Stock at an exercise price of
$7.86 per share were cancelled. At that time, new warrants to purchase up to
35,263, 246,840 and 222,157 shares of the Company's Common Stock at an exercise
price of $1.418 per share were issued to Messrs. H. Schwan, J. Schwan and
Merrick, respectively. Each of these warrants were exercised on June 3, 2002.
The respective $50,000, $350,000 and $315,000 notes were cancelled and used as
payment for the warrant shares.
14
In July, 2001, the Company issued Warrants to purchase up to 79,364 shares
of the Company's Common Stock to John H. Schwan and 39,683 shares of the
Company's Common Stock to Stephen M. Merrick. The warrants were issued in
consideration of Mr. Schwan and Mr. Merrick guaranteeing and securing loans to
the Company in the aggregate amount of approximately $1,600,000. The warrants
are exercisable for a period of five years at a price of $1.50 per share.
On December 12, 2002, Messrs. John Schwan, Howard Schwan and Stephen
Merrick exercised warrants to purchase 24,572, 30,525 and 28,780 shares of the
Company's Common Stock, respectively. In each instance, the warrant holder
tendered shares of the Company's Common Stock already owned by him as full
payment for the warrant shares. The shares tendered as payment were valued at
the per share closing price for the Company's Common Stock on the date of
exercise.
During February, 2003, John H. Schwan loaned $930,000 to the Company and
Stephen M. Merrick loaned $700,000 to the Company, in exchange for (i) two year
promissory notes bearing interest at 9% per annum and (ii) five year warrants to
purchase up to an aggregate of 163,000 shares of Common Stock of the Company at
$4.87 per share, the market price of the Common Stock on the date of the
Warrants. The proceeds of these loans were to (i) re-finance the loan of bank
loan of CTI Mexico in the amount of $880,000 and (ii) to provide financing for
CTI Mexico and Flexo Universal.
During March and April, 2003, an officer of the Company loaned to the
Company an additional aggregate amount of $690,000. Such amount is due on demand
and bears interest at the rate of 8% per annum.
In or about May, 1998, the Company advanced on behalf of each of Howard W.
Schwan (President and Director), John H. Schwan (Chairman of the Board) and
Stephen M. Merrick (Executive Vice-President and Director), the sum of $18,818
for the purchase of Company Common Stock from the estate of a deceased
shareholder. These unsecured loans were interest bearing (6% per annum) and the
principal on which were paid in full in May, 2003.
In or about September, 1998, the Company advanced to Howard Schwan,
President, the sum of $24,896. This unsecured loan was interest bearing (6% per
annum) and the principal on which was paid in full in May, 2003.
On November 10, 1999, the Company entered into a Lease Agreement with
Pepper Road, Inc., an Illinois corporation, to lease certain warehouse and
office space located at 22222 North Pepper Road, Barrington, Illinois, the
building and property immediately adjacent to the Company's manufacturing
facilities at 22160 North Pepper Road, Barrington, Illinois. The lease has a 10
year term and calls for monthly rent payments of $15,500.00 ($186,000 annually),
plus all utility charges associated with the property. John Schwan, Howard
Schwan and Stephen M. Merrick are officers, directors, and the sole shareholders
of Pepper Road, Inc.
The Company believes that each of the transactions set forth above were
entered into, and any future related party transactions will be entered into, on
terms as fair as those obtainable from independent third parties. All related
party transactions must be approved by a majority of disinterested directors.
15
PROPOSAL TWO- SELECTION OF AUDITORS
EISNER, LLP
Effective July 22, 2003, the Company engaged Eisner, LLP as the
Registrant's principal accountants to audit the Company's financial statements
for the year ending December 31, 2003. Eisner, LLP replaced McGladrey & Pullen,
LLP, which had previously been engaged for the same purpose, and whose dismissal
was effective July 22, 2003. The decision to the Company's principal accountants
was approved by the Company's Board of Directors on July 22, 2003.
The reports of McGladrey & Pullen, LLP, on the Registrant's financial
statements for the fiscal year ended December 31, 2002 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.
Previously, effective July 24, 2002, the Registrant dismissed Grant
Thornton, LLP, which had been engaged as the Registrant's principal accountants
to audit the Registrant's financial statements for the year ended December 31,
2001. The reports of Grant Thornton, LLP on the Registrant's financial
statements for the fiscal year ended December 31, 2001, did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.
During the Registrant's last two fiscal years ended December 31, 2001, and
December 31, 2002, and in the subsequent interim periods through July 22, 2003,
there were no disagreements with Grant Thornton, LLP or McGladrey & Pullen, LLP,
respectively, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Grant Thornton, LLP or McGladrey & Pullen,
LLP, would have caused either to make reference to the subject matter of the
disagreements in connection with their respective reports on the financial
statements for such periods.
Neither Grant Thornton, LLP nor McGladrey & Pullen, LLP have informed the
Company of any reportable events during the Registrant's last two fiscal years
ended December 31, 2001 and 2002, respectively, and in subsequent interim
periods through July 22, 2003.
The Board of Directors have selected and approved Eisner, LLP as the
principal independent auditor to audit the financial statements of the Company
for 2003, subject to ratification by the shareholders. It is expected that a
representative of the firm of Eisner, LLP will be present at the annual meeting
and will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE "FOR" SUCH
RATIFICATION.
Stockholder Proposals for 2004 Proxy Statement
Proposals by shareholders for inclusion in the Company's Proxy Statement
and form of proxy relating to the 2004 Annual Meeting of Stockholders, which is
tentatively scheduled to be held on July 31, 2004 should be addressed to the
Secretary, CTI Industries Corporation, 22160 North Pepper Road, Barrington,
Illinois 60010, and must be received at such address no later than December 31,
2003. Upon receipt of any such proposal, the Company will determine whether or
not to include such proposal in the
16
Proxy Statement and proxy in accordance with applicable law. It is suggested
that such proposal be forwarded by certified mail, return receipt requested.
Other Matters to Be Acted Upon at the Meeting
The management of the Company knows of no other matters to be presented at
the meeting. Should any other matter requiring a vote of the shareholders arise
at the meeting, the persons named in the proxy will vote the proxies in
accordance with their best judgment.
BY ORDER OF THE
BOARD OF DIRECTORS
Dated: August 1, 2003 /s/ Stephen M. Merrick
---------------------------
Stephen M. Merrick, Secretary
17