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
[ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SS240.14a-11(c) or SS240.14a-12
KOALA CORPORATION
-------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than 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:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[KOALA LOGO GRAPHIC OMITTED]
KOALA CORPORATION
April 15, 2002
TO THE SHAREHOLDERS OF KOALA CORPORATION
You are cordially invited to attend the Annual Meeting of Shareholders
of Koala Corporation to be held on Thursday, May 16, 2002 at 3:00 p.m. (local
time) at Koala Corporation at 7881 South Wheeling Court, Englewood, Colorado. I
encourage you to attend. Whether or not you plan to attend the meeting, I urge
you to complete and sign the accompanying Proxy and return it in the enclosed
envelope. Also attached for your review are the formal Notice of Meeting and
Proxy Statement.
On behalf of your Board of Directors and employees, thank you for your
continued support of Koala Corporation.
Very truly yours,
Mark A. Betker,
Chairman and Chief Executive Officer
KOALA CORPORATION
7881 South Wheeling Court
Englewood, Colorado 80112
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 16, 2002
TO: The Shareholders of Koala Corporation:
The Annual Meeting of Shareholders of Koala Corporation (the "Company")
will be held on Thursday, May 16, 2002 at 3:00 p.m. (local time) at Koala
Corporation, 7881 South Wheeling Court, Englewood, Colorado.
The items of business are:
1. To elect five directors to hold office until the next Annual
Meeting of Shareholders or until their successors are elected;
2. To ratify the selection of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending December 31,
2002; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record as shown on the books of the Company at the
close of business of March 26, 2002 will be entitled to vote at the meeting and
any adjournment thereof.
This notice, the Proxy Statement and the enclosed Proxy are sent to you
by order of the Board of Directors.
Aimee Elizalde Rose
Secretary
April 15, 2002
Denver, Colorado
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY DESIRE.
KOALA CORPORATION
7881 South Wheeling Court
Denver, Colorado 80112
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF SHAREHOLDERS
MAY 16, 2002
PROXY SOLICITED BY THE BOARD OF DIRECTORS
This Proxy Statement is furnished to the record holders of shares of
Common Stock of Koala Corporation, a Colorado corporation (the "Company"), as of
March 26, 2002, by order of the Board of Directors. This Proxy Statement is
furnished in connection with the Board of Directors' solicitation of the
enclosed Proxy for the Annual Meeting of Shareholders to be held on Thursday,
May 16, 2002, at 3:00 p.m. (local time) at Koala Corporation, 7881 South
Wheeling Court, Englewood, Colorado. A shareholder giving a Proxy may revoke it
at any time prior to the actual voting at the Annual Meeting of Shareholders by
filing written notice of revocation with the Secretary of the Company, by
attending the Annual Meeting of Shareholders and voting in person, or by filing
a new Proxy with the Secretary of the Company. The revocation of a Proxy will
not affect any vote taken prior to such revocation. This Proxy Statement is
expected to be first mailed to shareholders on or about April 16, 2002.
The Annual Meeting of Shareholders has been called for the purpose of
(i) electing five directors for a one-year term, and (ii) ratifying the
selection of Ernst & Young LLP as independent auditors of the Company for the
fiscal year ending December 31, 2002. All properly executed proxies received at
or prior to the meeting will be voted at the meeting. If a shareholder directs
how a Proxy is to be voted with respect to the business coming before the
meeting, the Proxy will be voted in accordance with the shareholder's
directions. If a shareholder does not direct how a Proxy is to be voted, it will
be voted FOR electing management's nominees as members of the Company's Board of
Directors and FOR ratifying the appointment by the Board of Directors of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
December 31, 2002.
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on March 26, 2002, the record date for the
Annual Meeting of Shareholders, there were 6,872,334 shares of Common Stock
outstanding. Each share of Common Stock is entitled to one vote on each matter
properly coming before the meeting. Cumulative voting for directors is not
permitted. A majority of the shares of Common Stock issued and outstanding must
be represented at the Annual Meeting, in person or by proxy, in order to
constitute a quorum. An abstention or withholding authority to vote will be
counted as present for determining whether the quorum requirement is satisfied.
With respect to the vote on any particular proposal, abstentions will be treated
as shares present and entitled to vote, and for purposes of determining the
outcome of the vote on any such proposal, shall have the same effect as a vote
against the proposal. A broker "non-vote" occurs when a nominee holding shares
for a beneficial holder does not have discretionary voting power and does not
receive voting instructions from the beneficial owner. Broker "non-votes" on a
particular proposal will not be treated as shares present and entitled to vote
on the proposal.
1
ELECTION OF DIRECTORS
The Board of Directors recommends that the five nominees named as
directors in the table below be elected to serve as directors of the Company.
Directors are elected to serve a one-year term. Directors being elected at this
Annual Meeting of Shareholders will serve until the next Annual Meeting of
Shareholders, or until their successors have been duly elected and qualified.
All nominees have consented to serve if elected, but if any nominee becomes
unable to serve, the persons named as proxies may exercise their discretion to
vote for a substitute nominee. Assuming a quorum is present, the five nominees
receiving the highest number of votes cast will be elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTING THE
NOMINEES SET FORTH BELOW FOR DIRECTOR.
Directors and Executive Officers
The following table lists the names, ages and positions of the
directors and executive officers of the Company as of April 15, 2002. The
members of the Board of Directors are elected to serve until the next Annual
Meeting of Shareholders. All executive officers have been appointed to serve
until their successors are approved and qualified. Additional information
regarding the business experience, length of time served in each capacity and
other matters relevant to each individual are set forth below the table.
Name Age Company Position Director/Officer Since
---- --- ---------------- ----------------------
Mark A. Betker 51 Chairman, Chief Executive 1995
Officer, and Director
Michael C. Franson 47 Director 1994
John T. Pfannenstein 45 Director 1993
Nancy Pierce 44 Director 2001
Randy Stein 48 Director 2001
Jeffrey L. Vigil 48 Treasurer and Vice President
of Finance and Administration 1996
James A. Zazenski 37 Executive Vice President and
General Manager 1997
Aimee E. Rose 35 Secretary, Vice President and
General Counsel 2000
Mark A. Betker has served as Chief Executive Officer, President and a
Director since joining the Company in November 1995, and as Chairman since
December 1996. Mr. Betker received a M.B.A. degree from Regis University and a
B.A. degree from the University of Wisconsin - Milwaukee.
Michael C. Franson is a Director of the Company. He is currently an
Executive Vice President and principal of McDonald Investments, Inc., an
investment banking firm located in Denver, Colorado where he has worked since
1988. Mr. Franson received a M.B.A. degree from the Graduate School of Business
at the University of Oregon and an undergraduate degree from California State
University at Chico.
John T. Pfannenstein is a Director of the Company. From 1993 to 1995,
he served as the Company's Chairman of the Board, and from 1993 to May 1996 he
served as the Company's Treasurer. Mr. Pfannenstein co-founded and serves as
President of Rockmont Capital Partners, Ltd., formerly Rockmont Value Investors,
Ltd. ("Rockmont"), a privately held investment company based in Denver,
Colorado. Mr. Pfannenstein received a bachelor's degree from St. John's
University (Minnesota).
2
Nancy Pierce is a Director of the Company and the Chair of the
Company's Audit Committee. Ms. Pierce is the co-founder and current Corporate
Development Officer of Boulder, Colorado-based Carrier Access Corporation. Ms.
Pierce, who also serves as Secretary of the corporation and on Carrier Access'
board of directors, previously held the positions of Chief Financial Officer and
Corporate Controller from 1992 through 2000. Ms. Pierce received a Bachelor of
Science degree in communications from Colorado State University and a M.B.A.
from California State University at Chico. Additionally, Ms. Pierce received an
honoree doctorate from St. Thomas Aquinas in Commercial Science in recognition
for her entrepeneurship, contributions and accomplishments in business and the
telecommunications industry.
Randy Stein is a Director of the Company. Mr. Stein was a Principal at
PricewaterhouseCoopers LLP through June of 2000. At PricewaterhouseCoopers, Mr.
Stein led the Tax Practice of the company's Denver office. Prior to completing
his 20-year tenure with PricewaterhouseCoopers, Mr. Stein served as an executive
officer of a Fortune 1000 oil and gas company. Mr. Stein received his Bachelor's
of Science degree in accounting from Florida State University.
Jeffrey L. Vigil has served as the Company's Treasurer and Vice
President of Finance and Administration since May 1996. Mr. Vigil was also the
Company's Secretary 1998 to 2000. From 1980 to 1989 and from 1993 to 1996, Mr.
Vigil held various positions at Energy Fuels Corporation, a privately owned
Colorado natural resources company, including Accounting Manager, Contract
Administrator, Controller and Vice President of Finance. From 1990 to 1993 Mr.
Vigil was a self-employed financial consultant. From 1976 until 1979, Mr. Vigil
served as an auditor with Arthur Andersen LLP. Mr. Vigil received a Bachelor's
degree in Accounting from the University of Wyoming.
James A. Zazenski has served as the Company's Executive Vice President
and General Manager since June 1997. From 1984 to 1997, Mr. Zazenski held
various positions at Windsor Industries, Inc., the last of which was Vice
President of Marketing. Mr. Zazenski received a M.B.A. degree from University of
Colorado at Denver and a B.S. degree in Mechanical Engineering from the
University of Colorado at Denver.
Aimee E. Rose has served as the Company's Secretary, Vice President
and General Counsel since April 2000. Prior to joining the Company, Ms. Rose was
an in-house attorney for U S WEST, Inc. and prior to that she was in-house
counsel at UNIPAC Service Corporation. Ms. Rose was admitted to the Colorado Bar
in October 1995. Ms. Rose received a J.D. from the University of Colorado School
of Law and a B.A. from Occidental College in Los Angeles, California.
Each director holds office until the next annual meeting of
shareholders and until his or her successor is duly elected and qualified. There
are no family relationships among directors or executive officers except that
John T. Pfannenstein and Jeffrey L. Vigil are brothers-in-law.
During the fiscal year ended December 31, 2001, the Board of Directors
held four regular meetings. All Directors attended at least 75% of such
meetings.
Board Committees
The Board of Directors has an Audit Committee, which consists of Ms.
Pierce, Mr. Franson and Mr. Stein, each of whom is independent as defined in the
NASD listing standards. The purpose of the Audit Committee, as outlined in the
written Audit Committee Charter adopted by the Board of Directors, is to oversee
the Company's management and independent auditors in regard to corporate
accounting and financial reporting. The Audit Committee held three meetings
during 2001 and the Audit Committee Chairman, as proxy for the entire committee,
held two additional meetings prior to the filing of the Company's Form 10-Q for
the first two quarters of 2001.
3
The Company also has a Compensation Committee, which makes
recommendations on executive compensation and selects those persons eligible to
receive grants of options. The Compensation Committee consists of Mr. Franson
and Mr. Betker. The Compensation Committee held two meetings during 2001.
The Company has no nominating committee.
AUDIT COMMITTEE REPORT
This report is not deemed to be "soliciting material" or to be "filed"
with the Commission or subject to the Commission's proxy rules or to the
liabilities of Section 18 of the Exchange Act, and this committee report shall
not be deemed to be incorporated by reference into any prior or subsequent
filing by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.
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 of the Company. The Committee has reviewed and discussed the
audited financial statements of the Company 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. In addition, the Committee reviewed
with the independent auditors, who are responsible for expressing an opinion on
the conformity of the 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 by Statement on Auditing Standards No. 61 (as
amended).
The Committee has discussed with the independent auditors the auditors'
independence from management and the Company, including matters in the written
disclosures required by Independence Standards Board Standard No. 1, Independent
Discussions with Audit Committees, and considered the compatibility of non-audit
services with the auditors' independence. The Committee also discussed with the
Company's independent auditors the overall scope and plans for their respective
audits. The Committee meets with the 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, not
just the acceptability, of the Company's financial reporting.
In fulfillment of its oversight responsibilities, the Committee has
relied upon, without independent verification, management's representation that
the financial statements have been prepared with integrity and objectivity and
in conformity with generally accepted accounting principles, and on the
representations of the independent auditors included in their report on the
Company's financial statements. 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-K for the year ended December 31, 2001 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.
Members of the Audit Committee:
Nancy Pierce
Michael C. Franson
Randy Stein
4
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons holding 10% of the Company's
Common Stock to file reports with the Securities and Exchange Commission
regarding their ownership and regarding their acquisitions and dispositions of
the Company's Common Stock.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons, the Company believes
that, during the fiscal year ended December 31, 2001, all filing requirements
applicable to its executive officers, directors and greater than ten percent
beneficial owners were complied with.
Executive Compensation
The following table sets forth the compensation for the fiscal years
ended December 31, 1999, 2000, and 2001 for the Chief Executive Officer of the
Company and the executive officers who received compensation of $100,000 or more
during the year ended December 31, 2001.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
------------------- ------------
Number of
Securities
Name and Other Annual Underlying
Principal Position Year Salary Bonus Compensation Options
------------------ ---- ------ ----- --------------- -------
($) ($) ($) (#)
Mark A. Betker 2001 380,808 -- -- --
Chief Executive 2000 236,962 -- -- --
Officer 1999 206,846 117,385 -- 42,000
James A. Zazenski 2001 187,692 -- -- --
Executive Vice President 2000 140,000 -- -- --
& General Manager 1999 116,616 36,154 -- 1 40,000
Jeffrey L. Vigil 2001 140,539 -- -- --
Vice President 2000 120,000 -- -- --
Finance & Administration 1999 100,501 13,846 -- 40,000
Aimee E. Rose 2001 117,384 -- -- --
Vice President, General 2000 74,327 5,000 -- 25,000
Counsel & Secretary 1999 -- -- -- --
5
Option Grants During Fiscal Year 2001
Individual Grants
% of Total
Number of Securities Options Granted to
Underlying Employees in Exercise or Base
Name Options Granted (#) Fiscal Year Price ($/Sh) Expiration Date
---- ------------------- ----------- ------------ ---------------
Mark A. Betker 0 n/a n/a n/a
James A. Zazenski 0 n/a n/a n/a
Jeffrey L. Vigil 0 n/a n/a n/a
Aimee E. Rose 0 n/a n/a n/a
Aggregate Option Exercises in Fiscal 2001
and Fiscal Year-End Option Values
The following table summarizes the value of the unexercised options
held by the officers named in the summary compensation table as of December 31,
2001. There were no options exercised by any officer or director of the Company
during 2001.
Number of Securities Value of Unexercised
Underlying The Unexercised "In-the-Money"
Options at 12/31/01 Options at 12/31/01(1)
Shares Acquired ------------------- ----------------------
Name on Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------------- ----------- ------------- ----------- -------------
(#) ($) (#) (#) ($) ($)
Mark A. Betker 0 0 436,800 25,200 0 0
James A. Zazenski 0 0 92,000 68,000 0 0
Jeffrey L. Vigil 0 0 92,000 68,000 0 0
Aimee E. Rose 0 0 5,000 20,000 0 0
---------------------
(1) "Value of Unexercised `In-the-Money' Options" is equal to the
difference between the closing bid price per share of the Company's
Common Stock as reported by Nasdaq on December 31, 2001, the last day
of trading in 2001 ($ .90 per share) and the option exercise price,
multiplied by the number of shares subject to such options.
Certain Transactions
During the third and fourth quarters of 1999 and second quarter of
2000, the Company made secured loans to Mr. Betker in the aggregate amount of
$613,000, for the purpose of the officer's exercise of vested stock options. In
August 2001, the Company and the officer executed a new note. The note bears
interest at 3.78%, is due at the earlier of August 30, 2004 or one year from the
date the officer's employment with the Company is terminated and is secured by
all of the shares of common stock beneficially owned by the officer. At December
31, 2001, the Company had a receivable of $715,195, including accrued interest.
In August 2001, the Company and Mr. Betker entered into an agreement
which provides for a payment of the greater of $250,000 or an amount equal to
50% of his then-current base salary if Mr. Betker is terminated without cause or
leaves for good reason as defined in the agreement.
6
Compensation of Directors
The Company does not pay employees or affiliates additional
compensation for services as a director. The Company pays each non-employee,
unaffiliated director an annual retainer of $10,000 and a fee of $1,000 per
meeting attended. The Board of Directors has also authorized payment of
reasonable travel and out-of-pocket expenses incurred by directors in attending
board meetings.
The Company's directors who are not employees of the Company are
eligible to be granted non-qualified stock options. The Company's directors who
are also employees of the Company are eligible to be granted incentive stock
options. During the fiscal year ended December 31, 2001, the Company granted
7,500 options to Ms. Pierce, 7,500 options to Mr. Stein, 3,000 options to Mr.
Franson and 3,000 options to Mr. Pfannenstein.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mark A. Betker serves as a director, a member of the Compensation
Committee, Chairman of the Board, and Chief Executive Officer. The Compensation
Committee makes all decisions regarding compensation, except for that of Mr.
Betker. Instead of the Compensation Committee, the Board of Directors, excluding
Mr. Betker, determines Mr. Betker's compensation. The Chief Executive Officer
does not participate in deliberations regarding his own compensation. See
Summary Compensation Table for salary and bonus paid to Mr. Betker.
REPORT OF THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS ON
EXECUTIVE COMPENSATION
This report is not deemed to be "soliciting material" or to be "filed"
with the Commission or subject to the Commission's proxy rules or to the
liabilities of Section 18 of the Exchange Act, and this committee report shall
not be deemed to be incorporated by reference into any prior or subsequent
filing by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.
The Compensation Committee has responsibility to: (i) determine the
salary, bonus, and other benefits, direct and indirect, of the Executive Vice
Presidents and members of the Board of Directors who are also involved in
management of the Company, and such other officers of the Company as the Board
of Directors deems necessary or appropriate; (ii) review and determine policy
concerning new executive compensation or stock plans; (iii) establish and review
corporate policies concerning management perquisites; (iv) assess the Company's
executive development plan, if any; and (v) recommend director compensation. The
Board of Directors, excluding Mr. Betker, has the same responsibilities listed
above for the Chairman and Chief Executive Officer only.
Total executive officer compensation is comprised of salary, bonus and
grants of options to purchase Common Stock. The Committee's approach to base
compensation is to offer competitive salaries in comparison with market
practices. Executives and other key employees who, in the opinion of the
Compensation Committee or Board of Directors, as appropriate, contribute to the
growth, development and financial success of the Company are eligible for
bonuses and options to purchase Common Stock. These stock option grants are
normally made at or above the fair market value on the date of grant and
typically vest over a five-year period. The amount of options granted is
impacted both by the level of the employee within the Company's management and
the amount of options previously granted to the employee. The Compensation
Committee or Board of Directors, as appropriate, considers the value of each
executive officer's contribution to the performance of the Company (including
the Chief Executive Officer) in determining salary levels and grants of options.
7
The 2001 salaries and other compensation of the four named executive
officers appear in the Summary Compensation Table.
By the Compensation Committee:
Mark A. Betker
Michael C. Franson
By the Board of Directors:
Mark A. Betker
Michael C. Franson
John T. Pfannenstein
Nancy Pierce
Randy Stein
The graph below compares the cumulative total stockholder return on the
Common Stock since December 31, 1996 with the cumulative total return of the
Standard & Poor's Composite Index and with the Company's SIC Code Index over the
same period. The Company does not believe stock price performance shown on the
graph below is necessarily indicative of future price performance.
STOCK PERFORMANCE GRAPH
[GRAPHIC CHART OMITTED]
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
KOALA CORPORATION 100.00 127.78 128.70 207.41 125.93 13.33
SIC CODE INDEX 100.00 116.72 93.09 100.79 71.77 90.23
S&P COMPOSITE INDEX 100.00 133.36 171.47 207.56 188.66 166.24
The stock performance graph assumes $100 was invested on December 31, 1996.
The information set forth under the heading "Stock Performance Graph"
is not deemed to be "soliciting material" or to be "filed" with the Commission
or subject to the Commission's proxy rules or to the liabilities of Section 18
of the Exchange Act, and the graph shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company under the
Securities Act or the Exchange Act.
8
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of April 15, 2002 the number of
shares of Common Stock beneficially owned by each person known by the Company to
be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, by each director of the Company, by each executive officer, and by all
executive officers and directors of the Company as a group. Where the persons
listed have the right to acquire additional shares of Common Stock through the
exercise of options or warrants within sixty days of April 15, 2002 such
additional shares are deemed to be beneficially owned by that person and to be
outstanding for the purpose of computing the percentage of outstanding shares
owned by such person, but are not deemed to be outstanding for the purpose of
computing the percentage ownership interest of any other person. Unless
otherwise indicated, each of the following persons has sole voting and
investment power with respect to the shares of Common Stock set forth opposite
their respective names.
Name and Address
of Beneficial Number of Shares Beneficially Owned
Owner Shares Percent
---------------- ------ -------
Rockmont Capital Limited 246,080 3.6%
Liability Company (1)
700 Broadway, Suite 800
Denver, Colorado 80203
John T. Pfannenstein (2) 258,080 3.7
700 Broadway, Suite 800
Denver, Colorado 80203
Mark A. Betker (3) 539,200 7.4
7881 South Wheeling Court
Englewood, Colorado 80112
Jeffrey L. Vigil (4) 124,000 1.8
7881 South Wheeling Court
Englewood, Colorado 80112
James A. Zazenski (5)
7881 South Wheeling Court 124,000 1.8
Englewood, CO 80112
Michael C. Franson (6) 27,000 *
1401 17th Street, Suite 750
Denver, Colorado 80202
7,500 *
Nancy Pierce(7)
909 Mapleton Avenue
Boulder, CO 80304
Randy Stein(7) *
5440 East Mineral Circle
Littleton, CO 80122 7,500
Aimee E. Rose (8)
7881 South Wheeling Court
Englewood, CO 80112 5,000
*
All directors and officers as a 1,092,280 14.3%
group (8 persons) (9)
----------------------
*Less than one percent.
9
(1) Rockmont is the owner of 246,080 shares of the Company's Common Stock. John
T. Pfannenstein, who is a Director of the Company, is the Manager of
Rockmont and beneficially owns all of such shares.
(2) Includes shares owned by Rockmont and options to acquire 12,000 shares of
common stock at exercise prices ranging from $1.06 to $13.88.
(3) Includes options to acquire an aggregate of 445,200 shares of common stock
at exercise prices ranging from $4.63 to $12.50 per share. These options
are held by a family partnership of which Mr. Betker is a general partner.
Mr. Betker disclaims beneficial ownership of such shares.
(4) Consists of options to acquire 124,000 shares of common stock at exercise
prices ranging from $6.50 to $12.50 per share.
(5) Consists of options to acquire 124,000 shares of common stock at exercise
prices ranging from $7.50 to $12.50 per share.
(6) Includes options to acquire 24,000 shares of common stock at exercise
prices ranging from $1.06 to $13.88 per share.
(7) Consists of options to acquire 7,500 shares of common stock at an exercise
price of $1.06 per share.
(8) Consists of options to acquire 5,000 shares of common stock at an exercise
price of $13.00 per share.
(9) Includes options to acquire 749,200 shares of common stock.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has recommended the selection of Ernst & Young
LLP as the Company's independent auditors for the fiscal year ending December
31, 2002. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting of Shareholders, with the opportunity to make a statement if they
so desire and to respond to appropriate shareholder questions.
Audit and Other Fees
Ernst & Young LLP has billed the Company an aggregate of $265,852 in
fees for professional services rendered for the audit of the Company's annual
financial statements, and the financial statements included in the Company's
Forms 10-Q, for the fiscal year ended December 31, 2001. Ernst & Young also
billed the Company an aggregate of $5,365 for other audit related services and
$59,280 for tax services rendered in 2001. The Audit Committee has considered
whether the provision of these other services is compatible with maintaining the
independence of Ernst & Young LLP as the Company's principal independent
accountants.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present in person or by proxy at the annual meeting and
entitled to vote is required to ratify the selection of Ernst & Young LLP as the
Company's independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFYING THE SELECTION OF ERNST
& YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
10
SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals by Shareholders of the Company to be presented at the next
Annual Meeting of Shareholders must be received by the Company on or before
November 15, 2002 to be included in the Company's Proxy Statement and proxy for
that meeting. The proponent must be a record or beneficial owner entitled to
vote on his or her proposal at the next Annual Meeting and must continue to own
such security entitling him or her to vote through that date on which the
Meeting is held. The proponent must own 1% or more of the outstanding shares, or
$1,000 in market value, of the Company's Common Stock and must have owned such
shares for one year in order to present a shareholder proposal to the Company.
ANNUAL REPORT
The Annual Report on Form 10-K concerning the operations of the Company
during the fiscal year ended December 31, 2001, including certified financial
statements for the year then ended, is being mailed to each Shareholder of the
Company with this Notice of Annual Meeting. Additional copies of the Form 10-K
may be obtained upon written request to the Company at 7881 South Wheeling
Court, Denver, Colorado 80112.
OTHER PROPOSALS
The Board of Directors of the Company does not intend to present any
business at the meeting other than the matters specifically set forth in this
Proxy Statement and knows of no other business to come before the meeting.
COSTS AND METHOD OF SOLICITATION
Solicitation of proxies will be made by preparing and mailing the
Notice of Annual Meeting, Proxy and Proxy Statement to shareholders of record as
of the close of business on March 26, 2002. The cost of making the solicitation
includes the cost of preparing and mailing the Notice of Annual Meeting, Proxy
and Proxy Statement, and the payment of charges incurred by brokerage houses and
other custodians, nominees and fiduciaries for forwarding documents to
shareholders. The Company will bear all expenses incurred in connection with the
solicitation of proxies for the annual meeting.
It is important that your shares are represented and voted at the
meeting, whether or not you plan to attend. Accordingly, we respectfully request
that you sign, date and mail your Proxy in the enclosed envelope as promptly as
possible.
BY ORDER OF THE BOARD OF DIRECTORS
Aimee E. Rose,
Secretary
April 15, 2002
11
KOALA CORPORATION
PROXY SOLICITED BY MANAGEMENT OF THE COMPANY
The undersigned shareholder of Koala Corporation, a Colorado corporation (the
"Company"), hereby appoints Mark A. Betker or Aimee E. Rose as nominee of the
undersigned to attend, vote and act for and in the name of the undersigned at
the Annual Meeting of the Shareholders of the Company (the "Meeting") to be held
at the Koala Corporation, 7881 South Wheeling Court, Englewood, Colorado, on
Thursday, May 16, 2002 at 3:00 p.m. (local time), and at every adjournment
thereof, and the undersigned hereby revokes any former proxy given to attend and
vote at the Meeting.
THE NOMINEE IS HEREBY INSTRUCTED TO VOTE AS FOLLOWS WITH RESPECT TO THE
FOLLOWING MATTERS:
1. FOR [ ] All Nominees as Directors - Mark A. Betker, Michael C.Franson,
John T. Pfannenstein, Nancy Pierce and Randy Stein.
WITHHELD [ ] From All Nominees.
FOR [ ] All Nominees Except the Following:____________________________
2. FOR [ ] AGAINST [ ] ABSTAIN [ ] To ratify the selection of
Ernst & Young LLP as independent auditors of the Company.
THIS PROXY WILL BE VOTED FOR OR AGAINST OR WITHHELD OR ABSTAINED IN RESPECT OF
THE MATTERS LISTED IN ACCORDANCE WITH THE CHOICE, IF ANY, INDICATED IN THE SPACE
PROVIDED. IF NO CHOICE IS INDICATED, THE PROXY WILL BE VOTED FOR SUCH MATTER. IF
ANY AMENDMENTS OR VARIATIONS ARE TO BE VOTED ON, OR ANY FURTHER MATTERS COME
BEFORE THE MEETING, THIS PROXY WILL BE VOTED ACCORDING TO THE BEST JUDGMENT OF
THE PERSON VOTING THE PROXY AT THE MEETING. THIS FORM SHOULD BE READ IN
CONJUNCTION WITH THE ACCOMPANYING NOTICE OF MEETING AND PROXY STATEMENT.
(Back of card)
1. Please date and sign (exactly as the shares represented by this Proxy are
registered) and return promptly. Where the instrument is signed by a
corporation, its corporate seal must be affixed and execution must be made by an
officer or attorney thereof duly authorized. If no date is stated by the
Shareholder, the Proxy is deemed to bear the date upon which it was mailed by
management to the Shareholder.
2. To be valid, this Proxy form, duly signed and dated, must arrive at the
office of the Company's transfer agent, Computershare Trust Company, Inc., P.O.
Box 1596, Denver, Colorado 80201-1596 not less than forty-eight (48) hours
(excluding Saturdays, Sundays and holidays) before the day of the Meeting or any
adjournment thereof.
DATED this day of , 2002
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Signature of Shareholder
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(Please print name of Shareholder)