SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
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STREICHER MOBILE FUELING, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[X] No fee required.
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(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
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[ ] Fee paid previously with preliminary materials:
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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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(4) Date Filed:________________________________________________________________
STREICHER MOBILE FUELING, INC.
800 WEST CYPRESS CREEK ROAD, SUITE 580
FORT LAUDERDALE, FLORIDA 33309
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 9, 2004
To the Shareholders of
Streicher Mobile Fueling, Inc.
NOTICE IS HEREBY GIVEN that the 2004 Annual Meeting of Shareholders of
Streicher Mobile Fueling, Inc. will be held at The Westin, Fort Lauderdale,
400 Corporate Drive, Fort Lauderdale, Florida, on December 9, 2004 beginning at
9:00 a.m. local time. At the meeting, shareholders will act on the following
matters:
o Elect seven directors to the Company's Board of Directors to serve
until the next Annual Meeting of Shareholders or until their successors
are elected;
o Approve an amendment to the 2001 Director Stock Option Plan to increase
the number of shares reserved under the Plan; and
o Any other matters that may properly come before the meeting.
Only shareholders of record at the close of business on October 22, 2004
are entitled to receive notice of and to vote at the annual meeting or any
postponement or adjournment thereof.
Your vote is important. Whether you plan to attend the meeting or not, you
may vote your shares by marking, signing, dating and mailing the enclosed proxy
card in the envelope provided. If you attend the meeting and prefer to vote in
person, you may do so even if you have already voted your shares. You may revoke
your proxy in the manner described in the proxy statement at any time before it
has been voted at the meeting.
By Order of the Board of Directors
MICHAEL S. SHORE
Secretary
October 28, 2004
Fort Lauderdale, Florida
STREICHER MOBILE FUELING, INC.
800 WEST CYPRESS CREEK ROAD, SUITE 580
FORT LAUDERDALE, FLORIDA 33309
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PROXY STATEMENT
-----------------------------------
This proxy statement contains information related to the Annual Meeting
of Shareholders to be held on December 9, 2004 at 9:00 a.m. local time, at
The Westin, Fort Lauderdale, 400 Corporate Drive, Fort Lauderdale, Florida, or
at such other time and place to which the annual meeting may be adjourned or
postponed. The enclosed proxy is solicited by the Board of Directors of
Streicher Mobile Fueling, Inc. The proxy materials relating to the annual
meeting are being mailed to shareholders entitled to vote at the meeting on or
about November 4, 2004.
ABOUT THE MEETING
WHY ARE WE CALLING THIS ANNUAL MEETING?
We are calling the annual meeting to seek the approval of our shareholders
to:
o Elect seven directors to the Company's Board of Directors to serve
until the next Annual Meeting of Shareholders or until their successors
are elected;
o Approve an amendment to the 2001 Director Stock Option Plan to increase
the number of shares reserved under the Plan; and
o Any other matters that may properly come before the meeting.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Our Board believes that the election of the nominated directors is
advisable and in the best interests of Streicher Mobile Fueling, Inc. and its
shareholders and recommends that you vote FOR the nominees and vote FOR
amendment to the 2001 Director Stock Option Plan to increase the number of
shares reserved under the Plan.
WHO IS ENTITLED TO VOTE AT THE MEETING?
Only shareholders of record at the close of business on the record date,
October 22, 2004, are entitled to receive notice of the annual meeting and to
vote the shares of Common Stock that they held on that date at the meeting, or
any postponement or adjournment of the meeting. Holders of our Common Stock are
entitled to one vote per share on each matter to be voted upon.
As of the record date, we had 7,412,601 outstanding shares of Common
Stock.
WHO CAN ATTEND THE MEETING?
All shareholders as of the record date, or their duly appointed proxies,
may attend the annual meeting. Please note that if you hold your shares in
"street name" (that is, through a broker or other nominee), you will need to
bring a copy of your proxy card delivered to you by your broker or a brokerage
statement reflecting your stock ownership as of the record date and check in at
the registration desk at the meeting.
WHAT CONSTITUTES A QUORUM?
The presence at the annual meeting, in person or by proxy, of the holders
of a majority of our Common Stock outstanding on the record date will constitute
a quorum for our meeting. Signed proxies received but not voted and broker
non-votes will be included in the calculation of the number of shares considered
to be present at the meeting.
HOW DO I VOTE?
You can vote on matters that come before the annual meeting by completing,
dating and signing the enclosed proxy card and returning it in the enclosed
postage-paid envelope.
Your shares will be voted as you indicate on your proxy card. If you vote
the enclosed proxy but you do not indicate your voting preferences, and with
respect to any other matter that properly comes before the meeting, the
individuals named on the proxy card will vote your shares FOR the matters
submitted at the meeting, or if no recommendation is given, in their own
discretion.
If you attend the annual meeting and prefer to vote in person, you may do
so even if you have already voted your shares by proxy.
WHAT IF I VOTE AND THEN CHANGE MY MIND?
You may revoke your proxy at any time before it is exercised by:
o filing with the Secretary of Streicher Mobile Fueling, Inc. a notice of
revocation;
o sending in another duly executed proxy bearing a later date; or
o attending the meeting and casting your vote in person.
Your latest vote will be the vote that is counted.
WHAT VOTE IS REQUIRED TO APPROVE THE ITEMS OF BUSINESS?
For purposes of electing directors, the nominees receiving the greatest
number of votes of Common Stock shall be elected directors. Approval of any
other matter that may properly come before the annual meeting requires the
affirmative vote of the majority of our outstanding
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Common Stock represented in person or by proxy (unless such matter requires a
greater vote under our Articles of Incorporation).
WILL OUR INDEPENDENT AUDITORS BE PRESENT AT THE ANNUAL MEETING?
A representative of KPMG LLP, our independent auditors, is expected to be
in attendance at the annual meeting and to be available to respond to questions.
HOW ARE WE SOLICITING THIS PROXY?
We are soliciting this proxy on behalf of our Board by mail and will pay
all expenses associated therewith. Some of the officers and other employees of
Streicher Mobile Fueling, Inc. also may, but without compensation other than
their regular compensation, solicit proxies by further mailing or personal
conversations, or by telephone, facsimile or other electronic means. We will
also, upon request, reimburse brokers and other persons holding stock in their
names, or in the names of nominees, for their reasonable out-of-pocket expenses
for forwarding proxy materials to the beneficial owners of the capital stock and
to obtain proxies.
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PROPOSAL TO ELECT SEVEN INDIVIDUALS TO THE BOARD OF DIRECTORS
(PROPOSAL NO. 1)
NOMINEES
The Board has fixed at seven the number of directors that will constitute
the Board for the ensuing year. Each director elected at the annual meeting will
serve for a term expiring at the 2005 Annual Meeting of Shareholders, or until
his successor has been duly elected and qualified. Wendell R. Beard, Richard E.
Gathright, Richard N. Hamlin, Larry S. Mulkey, C. Rodney O'Connor, Robert S.
Picow and W. Greg Ryberg, each of whom is an incumbent director, have been
nominated to be elected at the annual meeting by the holders of Common Stock and
proxies will be voted for such persons absent contrary instructions.
Our Board has no reason to believe that any nominee will refuse to act or
be unable to accept election; however, in the event that a nominee for a
directorship is unable to accept election or if any other unforeseen
contingencies should arise, it is intended that proxies will be voted for the
remaining nominees and for such other person as may be designated by the Board,
unless it is directed by a proxy to do otherwise.
Each of the nominees for election as a director is a current member of our
Board. Mr. O'Connor has served as a director since 1999, Messrs. Beard,
Gathright, Picow and Ryberg have served as directors since 2001, Mr. Mulkey has
served as a director since 2002, and Mr. Hamlin has served as a director since
2003.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF EACH OF THE SEVEN INDIVIDUALS TO THE
BOARD OF DIRECTORS
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MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
Our executive officers, directors and director nominees as of June 30,
2004 are as follows:
Name Age Position and Office
------------------------- ------- ------------------------------------------
Richard E. Gathright 50 Chairman, Chief Executive Officer and
President
Michael S. Shore 36 Chief Financial Officer, Senior Vice
President, Secretary and Treasurer
Paul C. Vinger 33 Senior Vice President,
Fleet Operations and Corporate Planning
Gary G. Williams 48 Senior Vice President,
Commercial Operations
Timothy W. Koshollek 40 Vice President, Marketing
Wendell R. Beard 77 Director
Richard N. Hamlin 56 Director
Larry S. Mulkey 61 Director
C. Rodney O'Connor 69 Director
Robert S. Picow 49 Director
W. Greg Ryberg 57 Director
MR. GATHRIGHT has been Chief Executive Officer and President of the
Company since November 2000, a Director since March 2001 and Chairman of the
Board since November 2002. He is responsible for the management of all business
affairs of the Company, reporting directly to the Board of Directors. He was an
advisor on operational and financial matters to the senior management of several
domestic and international energy companies from January 2000 through October
2000. From September 1996 to December 1999, he was President and Chief Operating
Officer of TransMontaigne Inc., a Denver-based publicly owned company providing
logistical services to major energy companies and large industrial customers; a
Director from April 1995 to December 1999; Executive Vice President from April
1995 to September 1996; and from December 1993 to April 1995 was President and
Chief Operating Officer of a predecessor of TransMontaigne. From 1988 to 1993,
he was President and Director of North American Operations for Aberdeen
Petroleum PLC, a London-based public company engaged in international oil and
gas operations, also serving on its Board of Directors. Prior to joining
Aberdeen, he held a number of positions in the energy industry in the areas of
procurement, operations and management of oil and gas assets.
MR. SHORE has been Chief Financial Officer, Senior Vice President,
Secretary and Treasurer since February 2002. Prior to joining the Company, he
was CEO and President of Shore Strategic and Financial Consulting, providing
financial, management and information
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systems technology services to corporate clients in the United States and Latin
America. From 1998 to 2000, he served as Director of Finance/Controller for the
North American Zone Operations of Paris-based Club Mediterranee. From 1996 to
1998, he was Vice President of Finance/Controller for Interfoods of America,
Inc., the largest Popeyes Fried Chicken & Biscuits franchisee. From 1994 to
1996, he was the Manager of Accounting for Arby's, Inc. Mr. Shore began his
professional career in 1990 with Arthur Andersen, LLP, where he became a Senior
Auditor.
MR. VINGER has been Senior Vice President, Fleet Operations and Corporate
Planning since November 2002 and Vice President, Fleet Operations and Corporate
Planning for the Company since August 2001, managing all fleet operations and
fuel delivery functions, and additionally responsible for corporate planning and
analysis; and from December 2000 to August 2001, he was Director of Corporate
Planning. He was Senior Analyst of Corporate Planning and Finance for
TransMontaigne Inc. from September 1998 to December 2000, responsible for
operations and acquisitions analyses and the management of supply scheduling and
product allocations. From 1997 to 1998, he was a Manager of Terminal Operations
for TransMontaigne Inc. responsible for petroleum product and chemical
terminals. From 1994 to 1997, he was a Research Associate for E. I. Dupont. From
1991 to 2001, Mr. Vinger served to the rank of Captain in the United States
Military.
MR. WILLIAMS has been Senior Vice President, Commercial Operations for the
Company since February 2001, responsible for Marketing and Sales and Product
Procurement. From 1995 to February 2001, he was Vice President of Marketing for
the supply, distribution and marketing subsidiary of TransMontaigne Inc.,
managing wholesale marketing functions in the Mid-Continent, Southeast and
Mid-Atlantic and serving on that company's senior risk management committee.
From 1987 to 1995, he was Regional Manager for Kerr-McGee Refining Corporation,
responsible for unbranded petroleum product sales in its southeastern United
States 11 state marketing region. Prior to 1987, Mr. Williams held various
positions in the product procurement, marketing and sales, and trucking sectors
of the petroleum industry.
MR. KOSHOLLEK has been Vice President, Marketing for the Company since
March 1998. From October 1996 to March 1998, he was Vice President of Marketing
and Operations for the Company and from 1994 to October 1996 served in the same
position for Streicher Enterprises, Inc., the Company's predecessor. From 1992
to 1993, he was an owner and the General Manager of Premier Wholesale Seafood
Exchange, Inc. From 1989 to 1992, he was an Operations Manager of Streicher
Enterprises, Inc. responsible for its Southeast division fuel delivery
operations. From 1986 to 1988, Mr. Koshollek was Sales and Maintenance Manager
of Kay Yacht Management, Inc., responsible for new customer sales, set-up and
maintenance programs.
MR. BEARD has served as a Director of the Company since July 2001. He
retired from Ryder System, Inc. in June 1994 after 17 years of service, the last
three years as Executive Vice President responsible for corporate public
relations, advertising, government relations, special events and the Ryder
Foundation. From August 1989 to June 1991, he served as Senior Vice President
and from August 1987 to August 1989 as Vice President. From 1977 to 1984, he was
Vice President of Corporate Development for Truck Stops Corporation of America,
a Ryder subsidiary. He has served on the Executive Committee of the American
Trucking Associations,
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and for the past 16 years has been an advisor to the Truck Rental and Leasing
Association. He is Chairman of the Doral County Club in Miami; Director of
Baptist Health South Florida, a healthcare and hospital corporation; and a
member of the Orange Bowel Committee. Mr. Beard is a noted speaker to the
trucking industry, business and civic groups.
MR. HAMLIN has served as a Director of the Company since December 2003. He
is currently a Senior Partner of Independent Resource Group, an executive search
firm. He retired from KPMG LLP in June 2000 after 31 years of service to KPMG
and its predecessor, Peat, Marwick, Mitchell & Co. From 1985 until his
retirement, he was the National Director for the Transportation Practice of KPMG
and served on its board of Directors from 1994 until 1998. From July 2002 until
September 2003, Mr. Hamlin was the Chief Financial Officer of CommerceQuest,
Inc., a privately owned technology company. Mr. Hamlin served as Chairman of the
American Institute of CPA's Transportation Committee and its Railroad and
Trucking Task Forces, and on the executive committee of the accounting and
finance councils of the American Trucking Associations. He also serves as a
Director of Answerthink Consulting, Inc., a publicly traded
technology-consulting firm.
MR. MULKEY has served as a Director of the Company since November 2002. He
is currently the CEO and President of Mulkey & Associates, Inc., which provides
consulting services specializing in transportation and logistics, business
strategy, and real estate. He retired from Ryder System, Inc. in 1997 after 31
years of service, the last five years as President of Worldwide Logistics and a
member of the executive committee. Mr. Mulkey has served as a board and/or
committee chairman in numerous organizations, including the American Trucking
Associations, and was the 1997 recipient of the Distinguished Service Award of
the Council of Logistics Management which is the highest honor in the logistics
industry. He currently serves as a Director of Cardinal Logistics Management,
Inc., a private logistics and transportation company.
MR. O'CONNOR has served as a Director of the Company since July 1999.
Since 1976, he has been the Chairman and Chief Executive Officer of Cameron
Associates, Inc., a financial communications firm. Prior to 1976, he served in
numerous positions over a 20-year period in the investment industry with Kidder
Peabody and Bear Stearns. Mr. O'Connor serves as a Director of Fundamental
Management Corporation, a private fund management company whose partnerships
represent the largest holding in SMF. He also serves as a Director of Atrix
Laboratories, Inc., a publicly traded specialty pharmaceutical company focused
on advanced drug delivery. Mr. O'Connor assisted in the reorganization and
refinancing of SMF, and is its largest individual stockholder.
MR. PICOW has served as a Director of the Company since March 2001. Since
May 2004 he has served as Chairman of Cenuco, Inc., a publicly held
communications technology company. From June 1996 to August 1997, he served as
the Vice Chairman of Brightpoint, Inc., a publicly traded communications company
and was its President from June 1996 until October 1997. In 1981 Mr. Picow
founded Allied Communications, Inc., the pioneer U.S. wireless electronics
distributorship, serving 16 years as its Chairman, Chief Executive Officer and
President until the 1996 merger of Allied and Brightpoint. Since June 2001 he
has served a Director of Fundamental Management Corporation, a private fund
management company whose partnerships represent the largest holding in SMF. He
is also a Director of Infosonics
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Corporation, a multinational telecommunications company, and serves on the Board
of Trustees for the Children's Place at Homesafe.
MR. RYBERG has served as a Director of the Company since July 2001. He has
been a South Carolina State Senator since 1992 serving on numerous Senate
Committees. Since July 1999, he has been Chief Executive Officer and President
of REI, Inc., a wholesale fuel distributor. From 1977 to 1999, he was President
of R&H Maxxon, Inc., an Exxon wholesale fuel distributor and the owner and
operator of gasoline convenience stores. In July of 1999, R&H Maxxon was sold to
The Pantry, Inc. together with its chain of 53 convenience stores, with the
wholesale fuel business retained as REI, Inc. Mr. Ryberg additionally serves on
numerous boards and commissions and was the 1998 Ernst and Young Entrepreneur of
the Year for the Carolinas in the retail/wholesale/distribution category.
CORPORATE GOVERNANCE
INDEPENDENCE
The Board of Directors has determined, after considering all of the
relevant facts and circumstances, that each of Messrs. Beard, Hamlin, Mulkey,
Ryberg, and Picow is independent from our management, as an "independent
director" as defined under the Nasdaq Marketplace Rules. This means that none of
those directors (1) is an officer or employee of the Company or its subsidiary
or (2) has any direct or indirect relationship with the Company that would
interfere with the exercise of his independent judgment in carrying out the
responsibilities of a director. As a result, the Company has a majority of
independent directors as required by the Nasdaq Marketplace Rules.
CODE OF BUSINESS CONDUCT
The Company has adopted a Code of Business Conduct that applies to all of
the Company's employees, including its senior financial officer and chief
executive officer, which complies with the requirements of the Sarbanes-Oxley
Act of 2002 and Nasdaq Marketplace Rules. Accordingly, the Code is designed to
deter wrongdoing, and to promote, among other things, honest and ethical
conduct, full, timely, accurate and clear public disclosures, compliance with
all applicable laws, rules and regulations, the prompt internal reporting of
violations of the Code, and accountability. A copy of the Company's Code of
Business Conduct is attached to this proxy statement as Appendix A.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Shareholders may communicate with the Board of Directors by writing to the
Board at Streicher Mobile Fueling, Inc., 800 West Cypress Creek Road, Suite 580,
Fort Lauderdale, Florida 33309.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that our directors and executive officers and persons who own more than
ten percent of our Common
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Stock, file with the Securities and Exchange Commission (the "SEC") initial
reports of ownership and reports of changes in ownership of Common Stock.
Officers, directors and greater than ten percent shareholders are required by
SEC rules to furnish us with copies of all ownership reports they file with the
SEC.
To our knowledge, based solely on review of the copies of such reports
furnished to us and representations that no other reports were required, during
the period ended June 30, 2004, all reports have been filed although there were
two filings which were not timely made by one principal shareholder, both
directly as Active Investors III, Ltd. and indirectly as Fundamental Management
Corporation, to report one transaction.
SUMMARY COMPENSATION TABLE
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company for on behalf of our Chairman and
Chief Executive Officer, four other executive officers and our former Chief
Executive Officer (the "Named Executive Officers") for the last three fiscal
years. No other executive officer's salary and bonus equaled or exceeded
$100,000 for such years.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Awards
Securities
Underlying All Other
Name and Principal Position Periods Salary Bonus Options Compensation
---------------------------------- ---------------- --------- --------- ------------ ------------
Richard E. Gathright, 7/1/03 - 6/30/04 $ 294,923 -- -- --
Chairman of the Board 7/1/02 - 6/30/03 $ 300,000 -- -- --
Preident and Chief Executive 7/1/01 - 6/30/02 $ 299,999 -- -- --
Officer
Michael S. Shore, 7/1/03 - 6/30/04 $ 122,885 -- -- $6,000 (1)
Senior Vice President, 7/1/02 - 6/30/03 $ 125,000 -- -- --
Chief Financial Officer, 7/1/01 - 6/30/02 $ 42,789 -- 80,000 --
Secretary and Treasurer
Paul C. Vinger, 7/1/03 - 6/30/04 $ 109,423 -- -- --
Senior Vice President, 7/1/02 - 6/30/03 $ 100,001 -- -- --
Fleet Operations and 7/1/01 - 6/30/02 $ 93,077 -- 50,000 --
Corporate Planning
Gary G. Williams 7/1/03 - 6/30/04 $ 137,631 -- -- --
Senior Vice President, 7/1/02 - 6/30/03 $ 140,000 -- -- --
Commercial Operations 7/1/01 - 6/30/02 $ 140,000 -- 80,000 --
Timothy W. Koshollek 7/1/03 - 6/30/04 $ 98,308 -- -- $ 6,318 (1)
Vice President, 7/1/02 - 6/30/03 $ 106,318 -- -- --
Marketing and Sales 7/1/01 - 6/30/02 $ 102,471 -- 15,000 --
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Long Term
Compensation
Awards
Securities
Underlying All Other
Name and Principal Position Periods Salary Bonus Options Compensation
---------------------------------- ---------------- --------- --------- ------------ ------------
Stanley H. Streicher, 7/1/03 - 6/30/04 $103,846(2) -- -- --
Former Chief Executive 7/1/02 - 6/30/03 $270,000(2) -- -- --
Officer 7/1/01 - 6/30/02 $276,924 -- -- --
_______________
(1) Compensation for automobile travel expenses
(2) Of this amount, $259,616 was withheld by the Company and, after deduction of income and other taxes,
applied toward the repayment of amounts owed to the Company by Mr. Streicher whose employment contract
expired on October 31, 2003
The aggregate amount of perquisites and other personal benefits provided
to each named Executive Officer is less than 10% of the total annual salary and
bonus of such officer.
EMPLOYMENT CONTRACTS
The Company entered into a three-year employment agreement with Stanley H.
Streicher on November 7, 2000, pursuant to which Mr. Streicher formerly served
as Chairman of the Board of Directors and performed other functions requested by
the Company. As amended, the agreement provided for an annual salary $270,000.
By agreement dated April 1, 2002, the Company, Mr. Streicher and a company
wholly owned by Mr. Streicher, Supreme Oil Company, agreed that the net proceeds
of any sale of his and Supreme's shares of the Company's Common Stock would be
used to repay approximately $680,000 which he and Supreme owed to the Company.
On or about June 13, 2002, Supreme sold 613,000 shares of the stock for net
proceeds of approximately $680,000, but declined to pay approximately $200,000
of the net proceeds to the Company. As a result, beginning July 2002, the
Company suspended further payments of salary to Mr. Streicher under his
employment agreement because of the unpaid note receivable. As of December 31,
2003, the Company had set off all the remaining outstanding balance due.
Additionally, Mr. Streicher's employment contract expired on October 31, 2003
and was not extended or renewed.
The Company entered into an employment agreement with Richard E. Gathright
on October 26, 2000 pursuant to which Mr. Gathright serves as President and
Chief Executive Officer of the Company. The agreement has a term of three years,
commencing on October 26, 2000, provides for an annual base salary of $300,000,
participation, with other members of management, in a bonus program, whereby up
to 10% of the Company's pretax profits will be set aside for bonus payments, and
the grant of 500,000 options to purchase shares of the Company's Common Stock at
a price of $1.50 per share. The agreement further provides that it may be
terminated by the Company at any time and for any reason. If the agreement is
terminated by the Company without cause, Mr. Gathright shall be due the greater
of all base salary payable through the remaining term of the agreement or
eighteen months base salary. If the agreement is terminated for cause, as
defined, Mr. Gathright will not be entitled to the severance payments specified.
On September 13, 2004, the Company and Mr. Gathright extended the term of the
agreement until October 31, 2005.
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The Company has also entered into written employment agreements with
certain other Company officers. The agreements vary in length of terms up to one
year and automatically renew for successive periods unless notice of termination
is given by the Company prior to a renewal period.
STOCK OPTION INFORMATION
There were no grants of stock options to the Named Executive Officers in
the fiscal year ended June 30, 2004.
STOCK OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following tables set forth certain information concerning option
exercises in the fiscal year ended June 30, 2004, the number of options held by
the Named Executive Officers as of the fiscal year ended June 30, 2004 and the
value (based on the fair market value of a share of stock at fiscal year-end) of
in-the-money options outstanding as of such dates.
Number of Unexercised Value of Unexercised
Number of Options at In-the-Money Options at
Shares June 30, 2004 June 30, 2004 (1)
Acquired Value --------------------------- -----------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------------------- ----------- -------- ----------- ------------- ----------- -------------
Richard E. Gathright -- -- 500,000 -0- -- --
Michael S. Shore -- -- 48,000 32,000 $12,960 $8,640
Paul C. Vinger -- -- 50,000 20,000 -- --
Gary G. Williams -- -- 80,000 -0- --- --
Timothy W. Koshollek -- -- 79,000 6,000 -- --
Stanley H. Streicher -- -- -- -- -- --
_______________
(1) The closing sale price for the Company's Common Stock as reported on the Nasdaq SmallCap Market on June 30,
2004 was $1.34. Value is calculated by multiplying (a) the difference between $1.34 and the option exercise
price of $1.07 by (b) the number of shares of Common Stock underlying the option.
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Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
----------------------------------------------------------------------------------------------------------------------------
Number of securities
remaining available for
Weighted average future issuance under
exercise price of equity compensation
Number of securities to be issued upon outstanding plans (excluding
exercise of outstanding options, warrants options, warrants securities reflected in
Plan Category and rights and rights column (a))
(a) (b) (c)
---------------------------- ----------------------------------------------- -------------------- --------------------------
Equity compensation plans 1996 Employee Stock Option Plan - 115,952 $ 4.57 -0-
approved by security 2000 Employee Stock Option Plan - 969,000 (1) $ 1.44 362,000
holders 2001 Directors Stock Option Plan - 219,375 $ 1.49 30,625
---------------------------- ----------------------------------------------- -------------------- --------------------------
Equity compensation plans Not Applicable Not Applicable Not Applicable
not approved by security
holders
---------------------------- ----------------------------------------------- -------------------- --------------------------
Total 1,304,327 $ 1.73 392,625
----------------------------------------------------------------------------------------------------------------------------
_______________
(1) Under the 2000 Plan, 1,000,000 shares of Common Stock are reserved for issuance upon the exercise of options, with
the amount reserved being increased each year by ten percent of the total shares subject to the 2000 Plan at the
end of the previous calendar year.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended June 30, 2004, the Board of Directors held
four (4) meetings and took action by unanimous written consent five (5) times.
No incumbent director attended fewer than 75 percent of the aggregate of (i) the
number of meetings of the Board of Directors held during the period he served on
the Board, and (ii) the number of meetings of committees of the Board of
Directors held during the period he served on such committees. The Board of
Directors has three standing committees, the Audit Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee.
Messrs. Hamlin, Mulkey and Ryberg currently serve on the Audit Committee,
which met four (4) times during or in connection with the fiscal year ended
June 30, 2004. The duties and responsibilities of the Audit Committee include
(a) the appointment of the Company's auditors and any termination of engagement,
(b) reviewing the plan and scope of audits, (c) reviewing the Company's
significant accounting policies and internal controls and (d) having general
responsibility for all related auditing matters.
Messrs. Beard, Mulkey and Picow currently serve on the Compensation
Committee which took action by unanimous written consent three (3) times during
the fiscal year ended June 30, 2004. This Committee administers the 1996 and
2000 Stock Option Plans and has the power and authority to (a) determine the
persons to be awarded options and the terms thereof and (b) construe and
interpret the 1996 and 2000 Stock Option Plans. This Committee also is
responsible for the final review and determination of compensation of the CEO
and other executive officers.
Messrs. Beard, Mulkey and Ryberg currently serve on the Nominating and
Corporate Governance Committee. As of the date hereof, each member of the
Nominating and Governance Committee is independent in the judgment of our Board
and as required by the listing standards
12
of the Nasdaq. They held one meeting in connection with the fiscal year ended
June 30, 2004. The Board adopted a charter for this Committee on October 1,
2003. This Committee is responsible for identifying individuals qualified to
become directors of the Company, recommending to the Board director candidates
to fill vacancies of the Board and to stand for election by the shareholders at
the annual meeting of the Company, periodically assessing the performance of the
Board, periodically reviewing and assessing the Company's Code of Business
Conduct, and reviewing and recommending to the Board appropriate corporate
governance policies and procedures for the Company. The Board will, as a matter
of policy, give consideration to nominees recommended by shareholders. A
shareholder who wishes to recommend a nominee should direct his or her
recommendation in writing to the Company's Board of Directors at the Company's
address. Shareholder recommendations will be evaluated under the same criteria
as Board recommendations. There were no nominee recommendations provided by
shareholders for consideration for inclusion in this year's proxy statement.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors is established pursuant to
our Bylaws and the Audit Committee Charter adopted by the Board of Directors on
March 1, 2001, and as amended May 14, 2003. A copy of the Audit Committee
Charter, as amended May 14, 2003, was attached to the Company's 2003 Proxy
Statement as Appendix A.
Management is responsible for our internal controls and the financial
reporting process. Our independent auditors are responsible for performing the
independent audit of our consolidated financial statements in accordance with
auditing standards generally accepted in the United States of America and for
issuing a report thereon. The Audit Committee is comprised of three
non-management directors and its responsibility is generally to monitor and
oversee the processes described in the Audit Committee Charter.
As of the date hereof, each member of the Audit Committee is independent
in the judgment of our Board and as required by the listing standards of the
Nasdaq. The Company has determined that Richard N. Hamlin is a "financial
expert" as defined by the SEC's rules promulgated under Section 407 of the
Sarbanes-Oxley Act of 2002.
With respect to the fiscal year ended June 30, 2004, in addition to its
other work, the Audit Committee:
o Reviewed and discussed with the Company's management and the
independent auditors the quarterly reports for the periods ended
September 30, 2003, December 31, 2003 and March 31, 2004; and
reviewed and discussed the audited consolidated financial statements
for the fiscal year ended June 30, 2004.
o Discussed with the independent auditors the matters required to be
discussed by generally accepted auditing standards; and
o Received from the independent auditors written affirmation of their
independence required by Independence Standards Board Standard No. 1
and discussed with the auditors the firm's independence. The
independent auditors also met with the Audit Committee without any
members of management being present.
13
The Audit Committee selected our independent accountants, KPMG LLP, for
the year ended June 30, 2004.
Based upon the Audit Committee members' review of the audited consolidated
financial statements for the year ended June 30, 2004 as prepared by management
and audited by KPMG LLP and the discussions with management and the auditors
referenced above, the Committee recommended to the Board of Directors that those
audited consolidated financial statements be included in our Annual Report on
Form 10-K for the year ended June 30, 2004 for filing with the Securities and
Exchange Commission.
Richard N. Hamlin, Larry S. Mulkey and W. Greg Ryberg
FEES PAID TO KPMG LLP
For the fiscal years ended June 30, 2003 and June 30, 2004, KPMG LLP
provided services in the following categories and amounts:
2003 2004
---- ----
Audit Fees(1) $ 117,700 $ 129,500
All Other Fees(2) $ 28,920 $ 16,000
(1) Represents the aggregate fees billed for professional services
rendered for the audit and/or reviews of the Company's financial
statements and in connection with the Company's statutory and
regulatory filings or engagements.
(2) Represents fees for audit-related services for registration
statement filings made with the Securities and Exchange
Commission, last year's proxy statement, the conversion of
promissory notes, private placements and other related services.
There were not any non-audit services rendered to the Company by KPMG LLP
in fiscal 2003 and 2004. While the Audit Committee has not established formal
policies and procedures concerning pre-approval of audit or non-audit services,
the Company's executive officers have been informed that all audit and non-audit
services must be approved in advance by the Audit Committee. The establishment
of any such formal policies or procedures in the future is subject to the
approval of the Audit Committee.
REPORT OF THE COMPENSATION COMMITTEE
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors, which is composed of Messrs.
Beard, Mulkey and Picow. As of the date hereof, each member of the Compensation
Committee is independent in the judgment of our Board and as required by the
listing standards of the Nasdaq. The Committee's general philosophy with respect
to compensation of the Company's executive officers has been to offer
competitive compensation designed to attract and retain key executives critical
to the long-term success of the Company and to recognize an individual's
contribution and personal performance. The principal component of executive
compensation has been base salary. Executive officers may also be granted stock
options and bonuses.
14
BASE SALARIES. Base salaries are initially determined by evaluating the
responsibilities of the position held and by reference to the competitive
marketplace for executive talent through review of an individual's background
and overall expertise in the Company's line of business and the salaries of
similarly situated executives. The Company believes that it is competitive with
respect to initial base salaries. Increases to base salaries are also influenced
by the performance of the Company and the individual against established goals
and objectives.
STOCK OPTIONS. The Company's 1996 and 2000 Stock Option Plans provide such
an incentive through the award of stock options to executive officers and other
key employees, although there are currently no shares available for grant under
the 1996 Plan. The Stock Option Plans are administered by the Compensation
Committee. During the fiscal year ended June 30, 2004, no options were granted
to the Company's executive officers.
ANNUAL BONUS. The Company maintains an annual incentive bonus program
which provides for the payment of cash bonuses to executive officers and other
key employees of the Company based upon the Company's financial performance and
individual performance. No bonuses were awarded to the Company's Chief Executive
Officer or other executive officers during the fiscal year ended June 30, 2004.
EMPLOYMENT AGREEMENTS.
Beginning July 2002, the Company suspended further payments of salary to
Stanley H. Streicher, the Company's former chairman, under his November 7, 2000,
employment agreement because of an unpaid note receivable. As of December 31,
2003, the Company had set off all the remaining outstanding balance due.
Additionally, his employment agreement expired on October 31, 2003 and was not
extended or renewed.
In October 2000, the Company entered into an employment agreement with
Richard E. Gathright, the Company's President and Chief Executive Officer. The
Company has entered into employment agreements with other executive officers
which automatically renew for successive periods unless notice of termination is
given by the Company prior to a renewal period and which provide for severance
payments of up to six months upon a termination without cause. On September 13,
2004, the Committee voted to extend Mr. Gathright's employment agreement, which
would have expired on October 25, 2004, for another year without changing any of
the other terms, so that it now expires on October 31, 2005.
Wendell R. Beard, Larry S. Mulkey and Robert S. Picow
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Beard, Mulkey and Picow, all members of the Company's Compensation
Committee, loaned the Company money in exchange for unsecured subordinated
promissory notes and common stock purchase warrants to purchase shares of the
Company's Common Stock on May 20, 2003. The notes were repaid in May 2004. See
"Certain Relationships and Related Transactions" below.
15
DIRECTOR COMPENSATION
The Company compensates each non-employee director with a director's fee
of $1,500 per quarter. In addition, the Company's directors are reimbursed for
any out-of-pocket expense incurred by them for attendance at meetings of the
Board of Directors or committees thereof. Mr. Hamlin received a quarterly fee of
$2,500 plus reimbursement of out of pocket expenses on account of his service as
chairman of the Audit Committee during the 3rd quarter of fiscal 2004. He
continues to receive the same quarterly fees in fiscal 2005. Mr. Mulkey received
$2,500 for each of the two quarters he served as chairman of the Audit Committee
in fiscal 2004.
Each non-employee who served as a member of the Company's Board of
Directors as of the May 10, 2001, effective date of the Directors Plan, and each
non-employee who is elected or otherwise appointed as one of the Company's
directors thereafter, received a fully vested option to purchase 20,000 shares
of stock exercisable at the closing price on the date of grant. In addition, on
the last day of each fiscal quarter while the Directors Plan is in effect, each
non-employee director receives an additional grant of an option to purchase 625
shares of stock at the closing price on the business day immediately preceding
the last day in the quarter. Further, in accordance with the Directors Plan,
additional options may be granted to non-employee directors from time to time on
a discretionary basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 23, 2002, the Company issued a $150,000 short-term promissory
note to Active Investors III Limited, a principal shareholder. The note was due
on January 31, 2003, with interest at 5% over the prime interest rate. On
January 21, 2003 the Company and the holder of the note substituted the note for
a $150,000 subordinated promissory note due on January 31, 2005, bearing
interest at an annual rate of 9%. On January 21, 2003, the Company issued
$150,000 of subordinated promissory notes to each of Rodney C. O'Connor, a
director, and to Active Investors III. The notes were also due on January 31,
2005 and bore interest at an annual rate of 9%. With the consent of the holders,
interest on the notes could be paid in the Company's Common Stock, with the
stock value based on the closing bid price of the stock for the five trading
days before the last day of the quarter in which the interest is due but in no
event less than the closing bid price at the time of issuance or the average of
the closing bid prices for the five trading days prior to such time, whichever
is lower (the "January 2003 Notes"). Active Investors III is one of two private
funds managed by Fundamental Management Corporation. Mr. O'Connor and Robert
Picow, another director of the Company, are members of the board of directors of
Fundamental Management Corporation. During the fiscal year ended June 30, 2003,
the Company issued 7,155 shares of Common Stock to the holders of the January
2003 Notes for interest earned at $1.07 per share.
On May 12, 2003, the Company issued $300,000 of promissory notes to Mr.
O'Connor and Active Investors III, $100,000 and $200,000, respectively (the
"Shareholder Notes"). The notes bore interest at an annual rate of 14% and were
payable on demand. The Company repaid $235,500 of those Shareholder Notes with
the proceeds of the May 20, 2003 private placement issuance of subordinated
promissory notes and common stock purchase warrants.
16
On May 20, 2003, the Company issued $235,500 of subordinated promissory
notes to all of the Company's executive officers and directors and to certain
shareholders (the "May 2003 Notes"). The notes were due on November 19, 2003 and
bore interest at an annual rate of 14%. With the consent of the holders, the
Company could elect to pay interest on the notes in shares of the Company's
Common Stock, with the stock value based on the most recent closing bid price of
the stock at the time the notes were executed or for the five trading days
before such date, whichever is lower. The Company also issued warrants to
purchase 82,425 shares of Common Stock exercisable at $0.86 per share in
connection with the notes.
The Company repaid the January 2003 Notes, the remaining balance of the
Shareholder Notes and the May 2003 Notes in September 2003 with the proceeds of
a private placement in August 2003 of $6,925,000 in promissory notes and common
stock purchase warrants. The Company issued warrants to purchase 2,008,250
shares of Common Stock exercisable at $1.00 per share in connection with those
August 2003 notes.
Mr. O'Connor is also Chairman and Chief Executive Officer of Cameron
Associates, Inc., a financial consulting and investor relations public relations
firm, which has provided investor relations services to the Company since 1997.
During the fiscal year ended June 30, 2004, the Company paid $71,500 to Cameron
Associates, Inc. for such services.
The Company believes that all of the foregoing transactions were entered
into in good faith on fair and reasonable terms that are no less favorable to
the Company than those that would be available in comparable transactions in
arm's length dealings with unrelated third parties.
TRANSACTIONS WITH STANLEY H. STREICHER AND RELATED ENTITIES. In April
2001, the Company relocated its corporate offices and entered into a lease
agreement for its new corporate offices. At that time, the Company was obligated
under a July 31, 1993 lease agreement covering the former corporate offices with
the Company's Chairman, Stanley H. Streicher, the expiration of which lease was
July 31, 2013. In May 2001, the Company entered into a sub-lease agreement with
an unrelated third party for the lease of the Company's former corporate
offices. In January 2002, Mr. Streicher canceled the lease covering the
Company's former corporate offices and the Company assigned the sublease to
Mr. Streicher, effective February 1, 2002. Under the terms of the lease
cancellation and assignment of sublease, it was provided that Mr. Streicher
would reimburse the Company on or before March 31, 2002 for the net book value
of all leasehold improvements to its former corporate offices paid for by and
carried on the books of the Company, as of April 30, 2001, which amount was
$59,600.
The Company has also been obligated to Mr. Streicher under two operating
leases covering property utilized for division truck yards and offices, one of
which expired in April 2002. While the second lease does not expire until August
of 2015, Mr. Streicher sold the property covered by it to an unrelated third
party in April 2003. In conjunction with the sale, Mr. Streicher assigned the
lease to the purchaser of the property extinguishing any further obligation of
the Company to Mr. Streicher under it. Rent expense paid to Mr. Streicher by the
Company for the lease of its former corporate offices and the two division
facilities was $12,000, $30,000, $23,000 and $88,000, for the fiscal years ended
June 30, 2003 and 2002, the transition period ended June 30, 2001, and the
fiscal year ended January 31, 2001.
17
The related party account receivable from Streicher Enterprises, Inc.
("Enterprises"), an entity wholly owned by the Company's former Chairman,
Stanley H. Streicher, amounted to approximately $52,000 and $204,000, and
$583,000 at June 30, 2003, 2002 and 2001, respectively, and $540,000 at January
31, 2001 bearing interest at 8.25 percent per annum. Two promissory notes to the
Company, one dated January 31, 1997, in the amount of $319,043 due January 31,
2007, and the second in the amount of $94,850 dated January 31, 1998 due January
31, 2007 (the "Notes"), represented most of the above account. Mr. Streicher
personally guaranteed the principal of, and interest on, the Notes. Interest
income on the account included approximately $25,000, $41,000 and $18,000 for
the years ended June 30, 2003 and 2002 and the transition period ended June 30,
2001, respectively, and approximately $42,000 for the fiscal year ended 2001
relating to the account receivable from Enterprises. Enterprises was required to
make annual payments of interest only with a final payment of all accrued
interest and unpaid principal due on January 31, 2007. The account receivable
was secured by a pledge of 360,213 shares of the Company's Common Stock owned by
Supreme Oil Company, another entity wholly owned by Mr. Streicher.
On April 1, 2002, Mr. Streicher and Supreme Oil Company Inc. and the
Company entered into an agreement with respect to the repayment by Mr. Streicher
and Supreme of the Notes and certain other debt (collectively, the "Debt"). In
connection therewith, Supreme delivered to the Company additional shares of the
Company's stock owned by Supreme, so that an aggregate of 533,088 shares of the
Company's Common Stock owned by Supreme (the "Certificates") were pledged as
security for the Debt.
On June 12, 2002, Supreme sold 613,000 shares of the Company's Common
Stock for aggregate gross proceeds of $711,080 and net proceeds of at least
$680,000. On June 29, 2002, Mr. Streicher tendered $480,000 to the Company as
partial repayment of the Debt. The Company informed Mr. Streicher and Supreme
that it considered the failure to pay the remaining $200,000 to be a breach of
the April 1, 2002 agreement and demanded immediate payment.
On July 19, 2002, after Mr. Streicher and Supreme refused the Company's
demand, the Company suspended further payments of salary to Mr. Streicher under
his November 1, 2000 employment agreement because of the unpaid note receivable.
As of December 31, 2003, the Company had set off all the remaining outstanding
balance due. Additionally, Mr. Streicher's employment agreement expired on
October 31, 2003 and was not extended or renewed.
18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of our Common Stock as of October 22, 2004 by (a) each person who owns
beneficially more than five percent of our outstanding Common Stock, (b) each
director or director nominee who owns any such shares, (c) the executive
officers or former executive officers and (d) our directors and executive
officers as a group:
Common Stock
Beneficially Owned (1)(2)
--------------------------
Shares Percent
------------- ---------
Richard E. Gathright, President and Chief Executive Officer (3) 520,175 6.57%
Michael S. Shore, Senior Vice President and Chief Financial Officer (4) 49,750 *
Paul C. Vinger, Senior Vice President, Fleet Operations and Corporate Planning (5) 74,250 *
Gary G. Williams, Senior Vice President, Commercial Operations (6) 84,250 1.12%
Timothy W. Koshollek, Vice President, Marketing (7) 85,000 1.13%
Wendell R. Beard, Director (8) 32,125 *
Richard N. Hamlin (9) 22,500 *
Larry S. Mulkey, Director (10) 28,500 *
C. Rodney O'Connor, Director (11) 1,132,433 15.22%
Robert S. Picow, Director (12) 225,601 3.03%
W. Greg Ryberg, Director (13) 101,625 1.37%
Active Investors II, Ltd. (14) 1,083,526 14.62%
Active Investors III, Ltd. (14) 1,094,588 14.77%
GM Johnston Family Limited Partnership (15) 514,000 6.92%
Stanley H. Streicher, Former Chief Executive Officer (16) 641,157 8.65%
Triage Management LLC (17) 675,000 8.35%
All directors and executive officers as a group [11 persons] (18) 2,356,209 28.11%
_______________
* Less than one percent.
(1) The address of each of the beneficial owners identified is c/o Streicher
Mobile Fueling, Inc., 800 West Cypress Creek Road, Suite 580, Fort
Lauderdale, Florida 33309.
(2) Based on 7,412,601 shares of Common Stock outstanding. Pursuant to the
rules of the Securities and Exchange Commission (the "Commission"), certain
shares of Common Stock which a person has the right to acquire within 60
days of October 22, 2004 pursuant to the exercise of stock options are
deemed to be outstanding for the purpose of computing the percentage
ownership of that person, but not the percentage ownership of any other
person.
(3) Includes 503,675 shares issuable upon exercise of options and warrants that
are presently exercisable. Excludes 25,000 shares issuable upon the
exercise of options that are not presently exercisable.
(4) Includes 49,750 shares issuable upon the exercise of options and warrants
that are presently exercisable. Excludes 57,000 shares issuable upon the
exercise of options that are not presently exercisable.
19
(5) Includes 71,750 shares issuable upon the exercise of options and warrants
that are presently exercisable. Excludes 25,000 shares issuable upon the
exercise of options that are not presently exercisable.
(6) Includes 81,750 shares issuable upon the exercise of options and warrants
that are presently exercisable. Excludes 25,000 shares issuable upon the
exercise of options that are not presently exercisable.
(7) Includes 85,000 shares issuable upon the exercise of options that are
presently exercisable. Excludes 20,000 shares issuable upon the exercise of
options that are not presently exercisable.
(8) Includes 31,625 shares issuable upon the exercise of options and warrants
that are presently exercisable.
(9) Includes 22,500 shares issuable upon the exercise of options that are
presently exercisable.
(10) Includes 28,500 shares issuable upon the exercise of options and warrants
that are presently exercisable.
(11) Includes 28,125 shares issuable upon the exercise of options that are
presently exercisable. Excludes 332,448 shares owned by Mr. O'Connor's
adult children, as to which shares Mr. O'Connor disclaims any beneficial
ownership interest.
(12) Includes 35,125 shares issuable upon the exercise of options and warrants
that are presently exercisable.
(13) Includes 31,625 shares issuable upon the exercise of options and warrants
that are presently exercisable.
(14) Active Investors II, Ltd. and Active Investors III, Ltd. are private funds
managed by Fundamental Management Corporation of which Mr. O' Connor and
Mr. Picow are directors and shareholders, however, they disclaim any
beneficial ownership interest in these shares.
(15) Includes 14,000 shares issuable upon the exercise of warrants that are
presently exercisable
(16) Includes 641,157 shares owned by Supreme Oil Company, Inc., of which
Stanley H. Streicher owns 100% of the outstanding capital stock.
(17) The holdings of Triage Management LLC consist of warrants to purchase
Common Stock (the "Warrants") that are owned and presently exercisable by
Triage Offshore Fund, Ltd. (430,000 Warrants), by Triage Capital
Management, L.P. (57,000 Warrants), by Triage Capital Management B, L.P.
(113,000) and by the IRA of Leon Frenkel (75,000 Warrants). Triage
Management LLC, Triage Offshore Fund, Ltd., Triage Capital Management,
L.P., Triage Capital Management B, L.P., Leon Frenkel and Triage Advisors,
LLC (collectively, the "Triage Persons"), may be deemed to be members of a
group within the meaning of Section 13(d)(3) (a "Group"), which in the
aggregate may be deemed to beneficially own, by reason of exercise right,
all of the shares underlying the Warrants. Each of the Triage Persons
disclaims membership in the Group and disclaims beneficial ownership of any
shares other than those shares such Triage Person has sole dispositive and
voting power over.
(18) Includes 969,425 shares issuable upon the exercise of presently exercisable
options and warrants. Excludes 152,000 shares issuable upon the exercise of
options that are not presently exercisable.
20
PERFORMANCE TABLE
The following table shows the cumulative total shareholder return of the
Company's Common Stock over the fiscal period ended June 30, 2004, 2003, 2002,
the five-month transition period ended June 30, 2001, and the fiscal periods
ended January 31, 2001, 2000 and 1999 as compared to the total returns of the
NASDAQ Stock Market Index and Russell 2000 Index. Returns are based on the
change in year-end to year-end price and assume reinvested dividends. The table
assumes $100 was invested on January 31, 1999 in the Company's Common Stock,
NASDAQ Stock Market Index and Russell 2000 Index.
Cumulative Total Return
------------------------------------------------------------------
1/99 1/00 1/01 6/01 6/02 6/03 6/04
STREICHER MOBILE FUELING, INC. 100.00 309.09 109.09 72.73 63.03 54.30 64.97
NASDAQ STOCK MARKET (U.S.) 100.00 166.97 124.44 73.50 62.42 60.05 81.82
RUSSELL 2000 100.00 117.74 122.09 124.11 113.34 111.48 148.68
COMPARISON OF 66 MONTH CUMULATIVE TOTAL RETURN*
AMONG STREICHER MOBILE FUELING, INC.,
THE NASDAQ STOCK MARKET (U.S. INDEX
AND THE RUSSELL 2000 INDEX
[OBJECT OMITTED]
* $100 invested on 1/31/99 in stock or index-
including reinvestment of dividends.
Fiscal year ending June 30.
21
PROPOSAL TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE
2001 DIRECTORS STOCK OPTION PLAN
(PROPOSAL NO. 2)
The 2001 Directors Stock Option Plan (the "Plan") was adopted by the Board
of Directors on May 10, 2001 and approved by the shareholders on July 19, 2001.
The purpose of the Plan is to provide an additional incentive to attract and
retain qualified and competent directors whose efforts and judgment are
important to the success of the Company, through the encouragement of stock
ownership in the Company by such persons.
On October 12, 2004, the Board of Directors approved an amendment to the
Plan to increase the number of shares reserved under the Plan. The Company's
Board believes an increase in the number of options available for grant is
important to permit the Company to continue to attract and retain directors and
to encourage stock ownership by them. Accordingly, the shareholders are being
asked to increase the number of shares reserved under the Plan from 250,000 to
350,000.
DESCRIPTION OF THE DIRECTOR PLAN
ADMINISTRATION
The Plan is presently administered by the Board of Directors (the
"Board"). Subject to the Plan, the Board has the authority to determine to whom
stock options may be granted, the time or times at which stock options are
granted, the number of shares covered by each such grant, the duration of any
options and rights, and any other terms and conditions relating to stock
options. All decisions and interpretations made by the Board are binding and
conclusive on all participants in the Plan.
SECURITIES
The securities to be issued upon the exercise of stock options under the
Plan are shares of the Company's $.01 par value Common Stock. If any options
granted under the Plan are surrendered, or for any other reason cease to be
exercisable in whole or in part, the shares as to which the option ceases to be
exercisable are available for options to be granted to the same or other
participants under the Plan.
The market value of the total shares authorized as of October 22, 2004 was
$362,500.
ELIGIBLE DIRECTORS
Only directors of the Company who are not employees, full time or part
time, of the Company are eligible to receive stock options under the Plan
"Eligible Directors".
As of October 22, 2004, the Company had six directors eligible to receive
grants under the Plan.
22
PLAN BENEFITS
Set forth below in tabular form are the benefits or amounts received or to
be received by or allocated to each of the named persons or groups under the
Plan during fiscal 2005. The Plan provides that Eligible Directors are granted
options to purchase 20,000 shares of Common Stock on his or her initial election
to the Board. In addition, on the last day of each fiscal quarter of the
Company, each then Eligible Director are granted options to purchase 625 shares.
The Board of Directors also has the discretion to from time to time grant
additional options to the Eligible Directors under the Plan.
PLAN
Name and Position Dollar Value ($)(1) Number of Shares
----------------- ------------------- ----------------
Richard E. Gathright, President -0- -0-
and Chief Executive Officer
Executive Officer Group -0- -0-
(5 persons)
Nominees for Director Group -0- 15,000
(7 persons)(2)
------------------------
(1) All options are granted at not less than the fair market value on the date
of grant. The dollar value to the grantee is solely dependent on the
increase in the stock price subsequent to the date of grant.
(2) Includes Mr. Gathright who is ineligible to receive option grants under
the Plan.
STOCK OPTIONS
Options granted under the Plan are nonqualified stock options.
OPTION PRICE AND DURATION
The option price for nonqualified stock options may be less than the fair
market value of the stock on the business day immediately preceding the date of
grant, but in no event will the option price be less than the par value of the
stock on the date of the grant.
"Fair market value" means the closing price on the business day
immediately preceding the date of grant. For purposes of determining fair market
value, the closing price on any business day is (a) if there is an established
market for the Company's Common Stock on a national securities exchange, or if
actual transactions are otherwise reported on a consolidated transaction
reporting system, the last report sale price of the Common Stock on such
exchange or reporting system, (b) if quoted on Nasdaq or any similar system of
automated dissemination of
23
quotations of securities prices in common use, the last reported sale price on
such system, or if sales prices are not reported, the mean between the closing
high bid and low asked quotations for such day as reported in any newspaper of
general circulation, or (c) if neither (a) or (b) is applicable, the mean
between the high bid and low asked quotations as reported by the National
Quotation Bureau, Incorporated if at least two securities dealers have inserted
both bid and asked quotations for the Common Stock on at least five of the ten
preceding days.
EXERCISE OF OPTIONS AND PAYMENT FOR STOCK
Options are exercisable in accordance with the terms and conditions of the
grant to the participant. The exercise price of options may be paid in cash or
in shares of the Company's Common Stock (valued at the fair market value of the
shares on the date of exercise) or by a combination thereof. The Board in its
discretion may agree to lend money to a participant, guarantee a loan to a
participant, or otherwise assist a participant to obtain the cash necessary to
exercise all or a portion of an option granted under the Plan or to pay any tax
liability of the participant attributable to such exercise. If the exercise
price is paid in whole or in part with the participant's promissory note, such
note shall (i) provide for full recourse to the maker, (ii) be collateralized by
the pledge of the shares that the participant purchases upon exercise of such
option, (iii) bear interest at the prime rate of the Company's principal lender,
and (iv) contain such other terms as the Board in its sole discretion shall
reasonably require. The Board may elect to permit a participant to effect a net
exercise of an option without tendering shares of the Company's stock as payment
for the option. In such an event, the participant would be deemed to have paid
for the exercise of the option with shares of the Company's stock and would
receive from the Company a number of shares equal to the difference between the
shares that would have been tendered and the number of options exercised. Also,
the Board may elect to permit a participant to effect a cashless exercise
through a broker acceptable to the Company and delivery to the Company by the
broker of proceeds from the sale of shares or a margin loan sufficient to pay
the exercise price and any applicable income taxes.
NONTRANSFERABILITY OF OPTIONS
Unless the prior written consent of the Board is obtained and the
transaction does not violate the requirements of Rule 16b-3 promulgated under
the Securities Exchange Act, no option shall be subject to alienation,
assignment, pledge, charge or other transfer other than by the participant by
will or the laws of descent and distribution. Each option is exercisable during
a participant's lifetime, or in the case of an option that has been assigned or
transferred with the prior written consent of the Board, only by the permitted
assignee.
24
TERMINATION OF OPTION PERIOD
Unless otherwise provided in any option agreement, the unexercised
portion of any option shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the following:
(i) immediately upon the removal of the optionee as a director for Cause
which, for purposes of the Plan, shall mean the removal of the optionee as a
director by reason of any act by the optionee of (x) fraud or intentional
misrepresentation, (y) embezzlement, misappropriation, or conversion of assets
or opportunities of the Company or any subsidiary or (z) willful misconduct or
gross negligence, (ii) immediately in the event that the optionee shall file any
lawsuit or arbitration claims against the Company or any subsidiary, or any of
their respective officers, directors or shareholders, other than a claim for
indemnification, whether by contract or under applicable law, or (iii) ten years
from the date of grant of the option.
AMENDMENT, SUSPENSION AND TERMINATION
The Committee may at any time amend, suspend or terminate the Plan or any
option, provided, however, that, any amendment to the Plan shall be subject to
the approval of the Company's shareholders if such shareholder approval is
required by any federal or state law or regulation (including, without
limitation, Rule 16b-3 or the rules of any stock exchange or automated quotation
system on which the Common Stock may then be listed or granted. Except as
otherwise provided by the Plan, no amendment, suspension or termination of the
Plan or any option under the Plan shall substantially impair the rights or
benefits of any optionee pursuant to any option previously granted without the
consent of the optionee.
FEDERAL INCOME TAX CONSEQUENCES
NONQUALIFIED OPTIONS. Nonqualified options are taxed in accordance with
Section 83 of the Code and the Regulations issued thereunder. The following
general rules are applicable to United States holders of such options and to the
Company for Federal income tax purposes under existing law:
i. The optionee does not realize any taxable income upon the grant of a
nonqualified option, and the Company is not allowed a business
expense deduction by reason of such grant.
ii. The optionee will recognize ordinary compensation income at the time
of exercise of a nonqualified option in an amount equal to the
excess, if any, of the fair market value of the shares on the date
of exercise over the exercise price.
iii. When the optionee sells the shares, he or she will recognize a
capital gain or loss in an amount equal to the difference between
the amount realized upon the sale of the shares and his or her basis
in the shares (i.e., the exercise price plus the amount taxed to the
optionee as compensation income). If the optionee holds the shares
for longer than one year, this gain or loss will be a long-term
capital gain or loss.
25
iv. In general, the Company will be entitled to a tax deduction in the
year in which compensation income is recognized by the optionee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT
TO THE 2001 DIRECTOR STOCK OPTION PLAN.
26
OTHER MATTERS
As of the date of this proxy statement, the Board does not intend to
present at the annual meeting any matters other than those described herein and
does not presently know of any matters that will be presented by other parties.
If any other matter requiring a vote of the shareholders should come before the
meeting, it is the intention of the persons named in the proxy to vote with
respect to any such matter in accordance with the recommendation of the Board
or, in the absence of such a recommendation, in accordance with the best
judgment of the proxy holder.
SHAREHOLDER PROPOSALS
Shareholders interested in presenting a proposal for consideration at our
2005 Annual Meeting of shareholders may do so by following the procedures
prescribed in Rule 14a-8 promulgated by the Securities and Exchange Act of 1934,
as amended, and our Bylaws. To be eligible for inclusion in our proxy statement
and form of proxy relating to the meeting, shareholder proposals must be
received by our Corporate Secretary no later than June 30, 2005. If the date of
the 2005 Annual Meeting is advanced by more than 30 days or delayed (other than
as a result of adjournment) by more than 30 days from the anniversary of the
2004 Annual Meeting, any such proposals must be submitted no later than the
close of business on the later of the 60th day prior to the 2005 Annual Meeting
or the 10th day following the day on which public announcement of the date of
such meeting is first made. We reserve the right to reject, rule out of order,
or take other appropriate action with respect to any proposal or nomination that
does not comply with these and other applicable requirements.
By Order of the Board of Directors
MICHAEL S. SHORE
Secretary
Ft. Lauderdale, Florida
October 28, 2004
27
APPENDIX A
STREICHER MOBILE FUELING, INC.
CODE OF BUSINESS CONDUCT
JANUARY 1, 2004
The Board of Directors of Streicher Mobile Fueling, Inc. (the "Company")
believes it is appropriate to make the following statement of the principles
which guide its business conduct; to reaffirm its commitment to those
principles; to emphasize to its employees the standards of conduct demanded of
them; and to assure that such standards are observed:
The business operations and activities of the Company shall be conducted with
integrity and responsibility. Applicable laws and governmental regulations shall
be adhered to, and the Company shall endeavor to fulfill its responsibilities to
all its constituencies - employees, customers, suppliers, and the communities in
which it resides and does business, as well as to its shareholders.
POLITICAL AND COMMERCIAL CORRUPTION
Company policy prohibits corrupt or questionable practices with regard to the
giving or receiving of gifts or other benefits and any use of Company funds or
assets for unlawful or improper purposes.
POLITICAL CONTRIBUTIONS. The Company shall abstain from improper corporate
involvement in political activities. No contributions of Company funds or
services shall be made to political candidates or organizations unless such
contributions are legally permissible and in accordance with local custom and
practice.
PAYMENTS TO GOVERNMENT OFFICIALS. Payments or gifts to U.S. or foreign
government officials are prohibited.
COMMERCIAL CORRUPTION. No bribe, gratuity, kickback, or excessive or disguised
commission or fee shall be paid or given to any representative of a customer,
supplier, or competitor. This does not prohibit gifts of nominal value based
upon personal relationships or customary entertainment as appropriate in the
particular environment. Commissions, consultants' fees, retainers and similar
payments may continue to be made in the normal course of business provided the
sums paid are understood by both parties to be related to, and are commensurate
with, the services performed and the size or value of the contract or
transaction.
A-1
MISCONDUCT. Officers and other operating management personnel are responsible
for the detection of suspected misconduct. Misconduct includes such things as:
o Any dishonest or fraudulent act
o Forgery, alteration or misappropriation of checks, falsifying
financial statements, initiating payments to vendors for goods not
received or services not performed
o Any misappropriation of funds, supplies or any other asset
o Any irregularity in the handling or reporting of money transactions
o Disappearance of furniture, fixtures, and equipment
o Any similar or related activity
Suspected misconduct may also include any irregularity or suspicion of an
irregularity involving vendors, Company personnel, customers, or Company
property.
Each officer should be familiar with the types of misconduct which may occur in
his or her area and also be alert for any indication that an irregularity might
exist or has occurred. It is the responsibility of each officer to immediately
notify the Chief Executive Officer upon noting any indication of an irregularity
or suspicion of any irregularity, who will be responsible for investigation of
any suspected irregularity, and coordinating such investigation, as appropriate,
with the Company's legal advisors.
RECEIPT OF GRATUITIES. No employee shall, directly or indirectly, accept any
bribe, commission, kickback, payment, gratuity, gift (except nominal, personal
gifts or customary entertainment) from any customer, supplier, or competitor.
ACCOUNTING PRACTICES
Strict compliance with prescribed accounting procedures and controls shall be
practiced at all times. All assets, liabilities, income and expenses shall be
correctly identified and recorded in the appropriate corporate books of account.
No employee shall make any false or misleading statement to internal or
independent auditors or conceal or omit information necessary to make statements
to such auditors meaningful. No employee shall withhold any books or records
relevant to any subject under review from the internal or independent auditors.
No employee shall withhold any books or records relevant to any subject under
review from the internal or independent auditors.
COMPETITIVE CONDUCT AND COMMERCIAL PRACTICES
The Company shall compete fairly in the marketplace, abstaining from unfair or
restrictive practices and collusive agreements. It shall deal fairly with
suppliers and customers. In advertising and selling its services, it shall avoid
untruths and any forms of deception or unfair advantage.
A-2
ENVIRONMENTAL, HEALTH AND SAFETY STANDARDS
The Company shall observe the appropriate standards of practice in controlling
wastes and emissions in the interest of preserving and protecting the
environmental and in providing a safe and healthful work place for employees.
COMMUNITY RELATIONS
Employees are expected to conduct themselves as responsible and useful corporate
citizens of their local communities, supporting selected civic, charitable,
educational, and other activities as appropriate.
INSIDER TRADING
Employees may have access to material information obtained in the course of
their employment or from other employees which is not known to the public. This
is inside information. It includes material information, verbal or written,
about the Company and other companies dealing with the Company.
Employees are prohibited from using inside information for their own benefit and
from disclosing inside information to other persons for the other person's
financial gain, profit or other benefit.
For additional information, see Insider Trading Rules (Exhibit C).
EMPLOYEE RESPONSIBILITIES
Employees shall carry out their responsibilities in accordance with the policies
stated in this Code. Specific guidelines or directives which may be issued from
time to time by the Board of Directors or management officers to implement these
policies with respect to particular matters shall be followed.
CONFLICTS OF INTEREST
Employees have a responsibility to act in accordance with the best interests of
the Company. An outside interest or relationship which would or could have an
adverse effect on the Company (or on the employee's business judgment)
constitutes an unacceptable conflict of interest, as does any dealing for
personal profit or gain on the basis of inside knowledge or confidential
information obtained in the course of employment.
A-3
GUIDELINES OF EMPLOYEE CONFLICTS OF INTEREST
The Company's CODE OF BUSINESS CONDUCT (the "CODE") sets forth principles for
the conduct of business based upon concepts of integrity and responsibility.
Included is the responsibility of all employees to avoid conflicts of interest.
The CODE states that employees have a responsibility to act in accordance with
the best interests of the Company. An outside interest or relationship which
would or could have an adverse effect on the Company (or on the employee's
business judgment), constitutes an unacceptable conflict of interest, as does
any dealing for personal profit or gain on the basis of inside knowledge or
confidential information obtained in the course of employment.
These guidelines are issued to implement the policy set forth in the CODE,
prohibiting employee conflicts of interest, and to assist employees in avoiding
such conflicts.
Activities or interests prohibited under this policy include:
1. Employment by, or affiliation in any capacity with, a
customer, supplier, or competitor of the Company, including
any firm which the employee has reason to believe may be a
prospective customer, supplier or competitor.
2. Investment (see footnote 1) by directors, officers and
management employees in any customer (see footnote 2),
supplier (see footnote 2), or competitor of the Company,
including any firm which the individual has reason to believe
may be prospective customer, supplier, or competitor.
a. Such investments violate these Guidelines because they create
a threat that the individual's business judgment will be
influenced by the investments rather than the interests of the
Company.
b. Exceptions to these Guidelines may be made on a case-by-case
basis, in order to avoid inequitable results.
Example: Exceptions may be granted for investments or rights the
individual has acquired prior to the commencement of employment by the
Company. However, employees should avoid making new investments in
customers, suppliers or competitors, other than indirect investments
acquired through mutual funds or other pooled investments managed by
others.
3. Acceptance of any commission or other form of compensation, or of excessive
gifts or entertainment, from any person or firm with whom the Company is
doing or might do business, or with whom the individual has reason to
believe the Company might do business.
A-4
4. Personal exploitation of a corporate opportunity, such as the purchase of
property or investment in an enterprise in which the Company has an
existing interest, or in which the employee has reason to believe the
Company may have a prospective interest.
5. Any other dealing for personal profit or gain, based upon inside information
obtained in the course of employment, concerning important business of the
Company, such as acquisitions, financial projects, or any other material,
non-public information.
For the purpose of these Guidelines, the prohibited activities, investments
and interests of the employee are considered to include not only those in
which the employee may be engaged or interested directly, but also those in
which the employee might engage or be interested indirectly through his or
her spouse or other immediate family members.
Questions concerning the meaning or interpretation of these Guidelines should be
referred to your immediate supervisor who, in turn, may wish to consult with the
Chief Executive Officer.
FOOTNOTE 1: For purposes of these Guidelines, prohibited activities include
investments in stock, bonds and options of, as well as loans to, a
customer or supplier.
FOOTNOTE 2: Questions have arisen as to whether investments in publicly traded
companies that are customers or suppliers of the Company violate
the Guidelines. While it is not possible to answer all such
questions in advance, as a general rule, an investment in a
publicly traded customer or supplier is permissible if (a) the
sales made to the customer, or the orders with the supplier
placed by the Company's employee will not have a substantial
effect on the customer's or supplier's performance; AND (b) the
investment is made without the benefit of inside information
as that term is described in paragraph 5 of these Guidelines; AND
(c) the Company's employee does not acquire 1% or more of any
class of the customer's or supplier's stock, bonds, or options.
A-5
STREICHER MOBILE FUELING, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 9, 2004
The undersigned hereby appoints Richard E. Gathright and Michael S. Shore,
and each of them as proxies, each with full power of substitution and authorizes
them to represent and to vote, as designated on the reverse side of this form,
all the shares of Common Stock of Streicher Mobile Fueling, Inc. held of record
by the undersigned on October 22, 2004, at the Annual Meeting of Shareholders to
be held on December 9, 2004, at 9:00 a.m. local time at The Westin, Fort
Lauderdale, 400 Corporate Drive, Fort Lauderdale, Florida, or any adjournment or
postponement of such meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS LISTED HEREIN.
(SEE REVERSE SIDE)
A-6
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
STREICHER MOBILE FUELING, INC.
DECEMBER 9, 2004
~/ Please Detach and Mail in the Envelope Provided ~/
[X] please mark your
votes as indicated
in this example
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR ALL OF THE PROPOSALS.
1. ELECTION OF DIRECTORS
VOTE FOR all
nominees listed at
right, except as marked VOTE WITHHELD
to the contrary below from all nominees
[ ] [ ] Nominees:
(Instruction: To withhold authority for any WENDELL R. BEARD
individual nominee, write that nominee's name RICHARD E. GATHRIGHT
on the space provided below.) RICHARD N. HAMLIN
LARRY S. MULKEY
_______________________________________ C. RODNEY O'CONNOR
ROBERT S. PICOW
W. GREG RYBERG
2. AMEND THE 2001 DIRECTOR STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES
RESERVED UNDER THE PLAN FROM 250,000 TO 350,000 SHARES.
3. IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE NECESSARY IF MAILED WITHIN THE UNITED STATES.
_________________ ____________________________ Dated:__________________, 2004
(SIGNATURE) (SIGNATURE, IF HELD JOINTLY)
NOTE: Please sign exactly as your name appears hereon and mail it promptly even
though you may plan to attend the meeting. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in the partnership name
by authorized person.