UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. __)
|
Filed
by the Registrant ý
|
||
|
Filed
by a Party other than the Registrant o
|
||
|
Check
the appropriate box:
|
||
|
ý
|
Preliminary
Proxy Statement
|
|
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
|
o
|
Definitive
Proxy Statement
|
|
|
o
|
Definitive
Additional Materials
|
|
|
o
|
Soliciting
Material Pursuant to §240.14a-12
|
|
|
Blyth,
Inc.
(Name
of Registrant as Specified in its Charter)
|
||||
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
||||
|
Payment
of Filing Fee (Check the appropriate box):
|
||||
|
ý
|
No
fee required.
|
|||
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
|
|||
|
(1)
|
Title of each class of securities
to which transaction
applies:
|
|||
|
(2)
|
Aggregate number of securities to
which transaction
applies:
|
|||
|
(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:
|
|||
|
o
|
Fee
paid previously with preliminary materials.
|
|||
|
o
|
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:
|
|||
2
BLYTH,
INC.
One
East Weaver Street
Greenwich,
Connecticut 06831
_____________________
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON JANUARY 29, 2009
_____________________
|
To
Our Stockholders:
|
|
|
What:
|
Special
Meeting of Stockholders
|
|
|
When:
|
January
29, 2009 at 8:30 a.m., local time
|
|
|
Where:
|
Blyth,
Inc.
One
East Weaver Street
Greenwich,
Connecticut 06831
|
|
|
Why:
|
At
this special meeting, we plan to consider and vote upon the proposals
listed below and any other matters that may properly come before the
special meeting or any adjournment or postponement of the special
meeting.
|
|
|
Proposal
No. 1:
|
A
proposal to amend our restated certificate of incorporation to effect a
reverse stock split at one of two split ratios, 1-for-3 or 1-for-4, as
will be selected by our board of directors prior to the time of filing the
certificate of amendment with the Delaware Secretary of
State.
|
|
|
Proposal
No. 2
|
Subject
to approval of Proposal No. 1, a proposal to amend our restated
certificate of incorporation to decrease our total number of authorized
shares from 110,000,000 shares to 60,000,000 shares, 50,000,000 shares of
which shall be common stock, par value $0.02 per share, and 10,000,000
shares of which shall be preferred stock, par value $0.01 per
share.
|
|
The close
of business on December 3, 2008 has been fixed as the record date for
determining those stockholders entitled to vote at the special
meeting. Accordingly, only stockholders of record at the close of
business on that date will receive this notice of, and be eligible to vote at,
the special meeting and any adjournment or postponement of the special
meeting. The items of business listed above are more fully described
in the proxy statement that accompanies this notice.
The
board of directors recommends that you vote “FOR” the above
proposals.
Your
vote is important. Please read the proxy statement and the
instructions on the enclosed proxy card and then, whether or not you plan to
attend the special meeting in person, and no matter how many shares you own,
please submit your proxy promptly by telephone or via the Internet in accordance
with the instructions on the enclosed proxy card, or by signing, dating and
returning your proxy card in the postage paid envelope provided. This will not
prevent you from voting in person at the special meeting. It will,
however, help to assure a quorum and to avoid added proxy solicitation
costs.
You may
revoke your proxy at any time before the vote is taken by delivering to our
Secretary a written revocation or a proxy with a later date (including a proxy
by telephone or via the Internet) or by voting your shares in person at the
special meeting, in which case your prior proxy would be disregarded.
Pursuant
to the new rules recently adopted by the Securities and Exchange Commission, we
have elected to provide access to our proxy materials over the
Internet. Accordingly, we are sending a Notice of Internet
Availability of Proxy Materials (the “Notice”) to our stockholders of record and
beneficial owners. All stockholders will have the ability to access
the proxy materials on a website referred to in the Notice or request to receive
a printed set of the proxy materials. Instructions on how to access
the proxy materials over the Internet or to request a printed copy may be found
on the Notice. In addition, stockholders may request to receive proxy
materials in printed form by mail or electronically by email on an ongoing
basis.
By order
of the Board of Directors
Michael
S. Novins
Secretary
Greenwich,
Connecticut
December 15,
2008
ii
TABLE
OF CONTENTS
|
Page
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|
5
|
|
|
8
|
|
|
8
|
|
|
9
|
|
|
9
|
|
|
9
|
|
|
10
|
|
|
10
|
|
|
11
|
|
|
11
|
|
|
11
|
|
|
11
|
|
|
11
|
|
|
11
|
|
|
12
|
|
|
13
|
|
|
13
|
|
|
15
|
|
|
15
|
|
|
16
|
|
|
16
|
|
|
17
|
|
|
20
|
|
|
20
|
|
|
20
|
|
|
21
|
|
|
22
|
iii
BLYTH,
INC.
One
East Weaver Street
Greenwich,
Connecticut 06831
_____________________
_____________________
FOR
THE SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON JANUARY 29, 2009
A special
meeting of stockholders of Blyth, Inc. will be held at 8:30 a.m., local time, on
January 29, 2009 in the Board Room of Blyth, Inc., One East Weaver Street,
Greenwich, Connecticut 06831. This proxy statement and form of proxy are
being first mailed or otherwise delivered to stockholders on or about December
15, 2008.
The
purpose of the special meeting is to consider and vote on the following
proposals:
|
Proposal No. 1:
|
A
proposal to amend our restated certificate of incorporation to effect a
reverse stock split at one of two split ratios, 1-for-3 or 1-for-4, as
will be selected by our board of directors prior to the time of filing the
certificate of amendment with the Delaware Secretary of
State.
|
|
Proposal No. 2
|
Subject
to approval of Proposal No. 1, a proposal to amend our restated
certificate of incorporation to decrease our total number of authorized
shares from 110,000,000 shares to 60,000,000 shares, 50,000,000 shares of
which shall be common stock, par value $0.02 per share, and 10,000,000
shares of which shall be preferred stock, par value $0.01 per
share.
|
At the
special meeting, our stockholders will also be asked to consider and vote on any
other matters that may properly come before the special meeting or any
adjournment or postponement of the special meeting. At this time, our
board of directors is unaware of any matters, other than those set forth above,
that may properly come before the special meeting.
We have
fixed the close of business on December 3, 2008 as the record date for the
determination of stockholders entitled to notice of and to vote at the special
meeting and any adjournment or postponement of the special
meeting. At the close of business on the record date, we had
outstanding and entitled to vote 35,563,940 shares of common stock.
If you
hold your shares in your own name, you may submit a proxy by telephone,
via the Internet or by mail or vote by attending the special meeting and voting
in person.
|
|
·
|
Submitting
a Proxy by Telephone: You can submit a proxy for your shares by
telephone until 11:59 p.m. Eastern Standard Time on January 28, 2009 by
calling the toll-free telephone number on the enclosed proxy card, (1-800)
690-6903. Telephone proxy submission is available 24 hours a
day. Easy-to-follow voice prompts allow you to submit a proxy for
your shares and confirm that your instructions have been properly
recorded. Our telephone proxy submission procedures are designed to
authenticate stockholders by using individual control
numbers.
|
|
|
|
|
|
·
|
Submitting
a Proxy via the Internet: You can submit a proxy via the
Internet until 11:59 p.m. Eastern Standard Time on January 28, 2009 by
accessing the web site listed on your proxy card, www.proxyvote.com,
and following the instructions you will find on the web
site. Internet proxy submission is available 24 hours a
day. As with telephone proxy submission, you will be given the
opportunity to confirm that your instructions have been properly recorded.
|
|
|
·
|
Submitting
a Proxy by Mail: If you choose to submit a proxy by
mail, simply mark the enclosed proxy card, date and sign it, and return it
in the postage paid envelope provided.
|
By
casting your vote in any of the three ways listed above, you are authorizing the
individuals listed on the proxy to vote your shares in accordance with your
instructions. You may also attend the special meeting and vote in
person.
If your shares are held in the name
of a bank, broker or other nominee, you will receive instructions from
the holder of record that you must follow for your shares to be voted. The
availability of telephonic or Internet voting will depend on the bank’s or
broker’s voting process. Please check with your bank or broker and follow
the voting procedure your bank or broker provides to vote your shares.
Also, please note that if the holder of record of your shares is a broker,
bank or other nominee and you wish to vote in person at the special meeting, you
must request a legal proxy from your bank, broker or other nominee that holds
your shares and present that proxy and proof of identification at the special
meeting.
If your
shares are held through our 401(k) and profit sharing plan, proxies will
also be considered confidential voting instructions to the trustees of the plan
with respect to shares of common stock held in accounts under the plan.
You may
revoke your proxy at any time before it is exercised by:
|
|
·
|
delivering to
the Secretary a written notice of revocation, dated later than the proxy,
before the vote is taken at the special meeting;
|
|
|
·
|
delivering to
the Secretary a duly executed proxy bearing a later date, before the vote
is taken at the special meeting;
|
|
|
·
|
submitting a
proxy on a later date by telephone or via the Internet (only your last
telephone or Internet proxy will be counted), before 11:59 p.m. Eastern
Standard Time on January 28, 2009; or
|
|
|
·
|
attending the
special meeting and voting in person (your attendance at the special
meeting, in and of itself, will not revoke the proxy).
|
Any
written notice of revocation, or later dated proxy, should be delivered
to:
Blyth,
Inc.
One East
Weaver Street
Greenwich,
Connecticut 06831
Attention:
Michael S. Novins, Secretary
Alternatively,
you may hand deliver a written revocation notice, or a later dated proxy, to the
Secretary at the special meeting before we begin voting. If your
shares are held by a bank, broker or other nominee, you must follow the
instructions provided by the bank, broker or other nominee if you wish to change
your vote. If your
2
shares
are held through our 401(k) and profit sharing plan, you must follow the
instructions provided on your voter instruction card if you wish to change your
vote.
If you
provide specific voting instructions, your shares will be voted at the special
meeting in accordance with your instructions. If you hold shares in your
name and sign and return a proxy card or submit a proxy by telephone or via the
Internet without giving specific voting instructions, your shares will be voted
as follows:
|
|
·
|
“FOR”
approval of the amendment to our restated certificate of incorporation to
effect a reverse stock split at one of two reverse split ratios,
1-for-3 or 1-for-4, as will be selected by our board of directors prior to
the time of filing the certificate of amendment with the Delaware
Secretary of State.
|
|
|
·
|
“FOR”
approval of the amendment to our restated certificate of incorporation to
decrease our total number of authorized shares from 110,000,000 shares to
60,000,000 shares, 50,000,000 shares of which shall be common stock and
10,000,000 shares of which shall be preferred stock.
|
At this
time, we are unaware of any matters, other than those set forth above, that may
properly come before the special meeting. If any other matters properly
come before the special meeting, the persons named in the enclosed proxy, or
their duly constituted substitutes acting at the special meeting or any
adjournment or postponement of the special meeting, will be deemed authorized to
vote or otherwise act on such matters in accordance with their judgment.
The
persons named in the enclosed proxy, or their duly constituted substitutes
acting at the special meeting or any adjournment or postponement of the special
meeting, may propose and vote for one or more adjournments or postponements of
the special meeting, including adjournments or postponements to permit further
solicitations of proxies. Proxies solicited may be voted only at the
special meeting and any adjournment or postponement of the special meeting and
will not be used for any other Blyth meeting of stockholders.
An
“abstention” occurs when a stockholder sends in a proxy with explicit
instructions to decline to vote regarding a particular matter. Abstentions
are counted as present for purposes of determining a quorum. However, an
abstention with respect to a matter submitted to a vote of stockholders will not
be counted as having been voted for or against the matter. Because
approval of the proposals to be voted on at the special meeting require a
majority of the outstanding shares, an abstention with respect to any of the
matters scheduled for a vote at the special meeting will have the same effect as
a vote “Against” the proposal.
A broker
non-vote occurs when a broker or other nominee who holds shares for another
person does not vote on a particular proposal because that holder does not have
discretionary voting power for the proposal and has not received voting
instructions from the beneficial owner of the shares so the broker is unable to
vote those uninstructed shares. Brokers will have discretionary voting
power to vote on Proposals No. 1 and 2, so we do not anticipate any broker
non-votes. However, shares that are the subject of a broker non-vote are
included for quorum purposes, but a broker non-vote with respect to a proposal
will not be counted as a vote “cast” for or against the proposal. Because
approval of the proposals to be voted on at the special meeting requires a
majority of the outstanding shares, a broker non-vote with respect to any of the
matters scheduled for a vote at the special meeting will have the same effect as
a vote “Against” the proposal.
In
deciding all matters that come before the special meeting, each holder of common
stock as of the record date is entitled to one vote per share. A
majority of the shares entitled to vote, represented in person or by proxy,
constitutes a quorum. As of the record date, 35,563,940 shares
of common stock were issued and outstanding. Proxies marked “Abstain”
and broker “non-votes” will be treated as shares that are present for purposes
of determining the presence of a quorum.
3
Proposal
No. 1: Proposal
No. 1 to approve the amendment of our restated certificate of incorporation to
effect a reverse stock split requires the affirmative vote of a majority of the
outstanding shares. Any shares not voted (whether by abstention or
otherwise) will have the same effect as a vote “Against” the proposal.
Proposal
No. 2: Proposal
No. 2 to approve the amendment of our restated certificate of incorporation to
decrease our total number of authorized shares requires the affirmative vote of
a majority of the outstanding shares. Any shares not voted (whether by
abstention or otherwise) will have the same effect as a vote “Against” the
proposal.
Please
note that Proposal No. 2 is conditioned on the approval of Proposal No. 1.
Therefore, if Proposal No. 1 is not approved by the stockholders, Proposal
No. 2 will automatically be deemed to have not been approved by the
stockholders, regardless of the number of shares actually voted “FOR” Proposal
No. 2. Proposal No. 1 is not conditioned on the approval of Proposal No.
2.
All
share numbers in this proxy statement do not take into account the effect of the
proposed amendments to our restated certificate of incorporation, unless
otherwise expressly indicated.
We are
soliciting proxies from stockholders on behalf of our board of directors and
will pay for all costs incurred in connection with the solicitation. In
addition to solicitation by mail, our directors, officers and employees may
solicit proxies from our stockholders in person or by telephone, facsimile,
e-mail or other electronic methods without additional compensation other than
reimbursement for their actual expenses.
Arrangements
also will be made with brokerage firms and other custodians, nominees and
fiduciaries for the forwarding of solicitation material to the beneficial owners
of stock held of record by such persons, and we will reimburse such custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses in
connection therewith.
Our board
of directors has approved the amendments to the restated certificate of
incorporation to effect a reverse stock split at one of the two reverse split
ratios and to decrease our total number of authorized shares. The
board of
directors
recommends that you vote “FOR”
approval of both amendments to our restated
certificate
of incorporation.
4
QUESTIONS
AND ANSWERS ABOUT THIS PROXY STATEMENT
| A1: | You are voting on two proposals: |
Proposal
No. 1: Amendment
of our restated certificate of incorporation to effect a reverse stock
split at one of two reverse split ratios, 1-for-3 or 1-for-4, as will be
selected by our board of directors prior to the time of filing the certificate
of amendment with the Delaware Secretary of State.
Proposal
No. 2: Subject
to approval of Proposal No. 1, a proposal to amend our restated certificate of
incorporation to decrease our total number of authorized shares from 110,000,000
shares to 60,000,000 shares, 50,000,000 shares of which shall be common stock
and 10,000,000 shares of which shall be preferred stock.
| Q2: | Who is soliciting my proxy to vote on these proposals? |
| A2: | Our board of directors is requesting your proxy to vote on these proposals. |
| Q3: | How does the board of directors recommend that I vote? |
| A3: | Our board of directors recommends that you vote “FOR” both proposals. |
| Q4: | Why does Blyth need to hold this vote? |
|
A4:
|
Our board of
directors believes that the reverse stock split may be beneficial
because a higher price for our common stock may be obtained as a
result of the reverse stock split and this higher price could make the
common stock more attractive to a broader range of institutional and other
investors and reduce stockholder transaction
costs.
|
|
|
Pursuant
to the law of our state of incorporation, Delaware, our board of directors
must adopt any amendment to our restated certificate of incorporation and
submit the amendment to stockholders for approval. Accordingly, our
board of directors is requesting your proxy to vote “FOR” Proposals No. 1
and 2 to amend our restated certificate of incorporation.
|
|
Q5:
|
What
vote is required to approve the reverse stock split and to decrease our
total number of authorized shares?
|
|
A5:
|
Proposals
No. 1 and 2 both require the affirmative vote of a majority of the
outstanding shares. Please note that Proposal No. 2 is conditioned
on the approval of Proposal No. 1. Therefore, if Proposal No. 1 is
not approved by the stockholders, Proposal No. 2 will automatically be
deemed to have not been approved by the stockholders, regardless of the
number of shares actually voted “FOR” Proposal No. 2. Proposal No. 1
is not conditioned on the approval of Proposal No. 2.
|
|
Q6:
|
What
effect will the reverse stock split have on our issued and outstanding
shares of common stock?
|
|
A6:
|
If
the reverse stock split is approved by our stockholders, we will exchange
one new share for a number of outstanding shares to be determined when our
board of directors selects from the proposed reverse split ratios of
1-for-3 or 1-for-4. When the reverse stock split becomes
effective, the number of our outstanding shares will be reduced by the
selected split ratio, but the value of each share will be proportionately
increased by that same ratio, although the price of our common stock may
move up or down once the reverse stock split is effective. We will
not issue any fractional shares. Stockholders who would otherwise
hold fractional shares as a result of the reverse stock split will be
entitled to receive cash (without interest or deduction) in lieu of such
fractional shares from our transfer agent, upon receipt by our transfer
agent of a properly completed and duly executed transmittal letter and,
where shares are held in certificated form, the surrender of all old stock
certificate(s) (“Old Certificate(s)”), in an amount equal to the proceeds
attributable to the sale of such fractional shares following the
aggregation and sale by our transfer agent of all fractional shares
otherwise issuable. The reverse stock split will not impact the
market value of our company as a whole, although the market value of our
common stock may move up or down once the reverse stock split is
effective.
|
5
|
Q7:
|
How
will the reverse stock split impact our stock options, restricted
stock units and other grants under our Stock Plans?
|
|
A7:
|
Our
compensation committee has approved proportionate adjustments to the
number of shares outstanding and/or available for issuance under our Stock
Plans and to the exercise price relating to awards outstanding under
the Stock Plans using the same split ratio, if the reverse stock split is
effected, pursuant to existing authority granted to such committee under
the Stock Plans.
|
| Q8: | What are the mechanics of the reverse stock split? |
| A8: | Assuming the reverse stock split is approved by our stockholders, this is how it will work: |
|
|
·
|
If your
shares are held in “street name” — that is, through an account
at a brokerage firm, bank, dealer, or other similar
organization — the number of shares you hold will automatically
be adjusted to reflect the reverse stock split.
|
|
|
·
|
If your
shares are registered directly in your name with our transfer agent and
your shares are held in book-entry form (i.e., your shares are
not represented by a physical stock certificate), the number of shares you
hold will automatically be adjusted to reflect the reverse stock split.
You will be sent a transmittal letter by our transfer agent.
You will need to return to our transfer agent a properly completed
and duly executed transmittal letter in order to receive any cash payment
in lieu of fractional shares or any other distributions, if any, that may
be declared and payable to holders of record.
|
|
|
·
|
If your
shares are registered directly in your name with our transfer agent and
your shares are held in certificated form (i.e., your shares are
represented by one or more physical stock certificates), you will receive
a transmittal letter asking you to surrender your Old Certificate(s)
representing pre-split shares in exchange for a new certificate (“New
Certificate”) representing post-split shares. You will need to
return to our transfer agent a properly completed and duly executed
transmittal letter, together with your Old Certificate(s), in order to
receive a New Certificate and any cash payment in lieu of fractional
shares or any other distributions, if any, that may be declared and
payable to holders of record following the reverse stock
split.
|
|
|
Whether
your shares are held in street name or directly, we will not issue
fractional shares of common stock to you. Stockholders who would
otherwise hold fractional shares as a result of the reverse stock split
will be entitled to receive cash (without interest or deduction) in lieu
of such fractional shares from our transfer agent, upon receipt by our
transfer agent of a properly completed and duly executed transmittal
letter and, where shares are held in certificated form, the surrender of
all Old Certificate(s), in an amount equal to the proceeds attributable to
the sale of such fractional shares following the aggregation and sale by
our transfer agent of all fractional shares otherwise
issuable.
Any
cash due to you in exchange for fractional shares will be paid to you as
follows:
|
|
|
·
|
If your
shares are held in street name, payment for the fractional shares will be
deposited directly into your account with the organization holding your
shares.
|
|
|
·
|
If
your shares are registered directly in your name with our transfer agent,
whether you hold your shares in certificated or uncertificated form,
payment for the fractional shares will be made by check, sent to you
directly from our transfer agent upon receipt of your properly completed
and duly executed transmittal letter and, where your shares are held in
certificated form, the surrender of your Old
Certificate(s).
|
|
Q9:
|
After
the reverse stock split, I will have an “odd lot” of fewer than 100
shares. Will I be able to sell the “odd
lot”?
|
|
A9:
|
The
reverse stock split may result in some stockholders owning “odd lots” of
fewer than 100 shares on a post-split basis. You will be able to
sell the odd lots, but odd lot sales may result in higher transaction
costs per share than “round lot” sales, which are sales of even multiples
of 100 shares.
|
6
|
Q10:
|
Are
there any dissenter’s rights or appraisal
rights?
|
|
A10:
|
Pursuant
to applicable Delaware law, there are no dissenter’s or appraisal rights
relating to the matters to be acted upon at the special meeting.
|
| Q11: | If my shares are held in “street name” by my broker, will my broker vote my shares for me? |
|
A11:
|
If
your shares are held in the name of a bank or broker or other nominee, you
will receive separate instructions from your bank, broker or other nominee
describing how to vote your shares. The availability of telephonic
or Internet voting will depend on the bank’s or broker’s voting process.
Please check with your bank or broker and follow the voting
procedures your bank or broker provides.
|
|
|
You
should instruct your bank, broker or other nominee how to vote your
shares. If your broker does not receive voting instructions from you
regarding these proposals, NYSE rules grant your broker discretionary
authority to vote your shares.
|
|
Q12:
|
How
do I vote my shares held in the 401(k) and profit sharing plan? What
happens if I do not vote my 401(k) and profit sharing plan shares?
|
|
A12:
|
If
you are a participant in the 401(k) and profit sharing plan, the voter
instruction card sent to you will serve as a voting instruction card to
the trustee of the plan for all shares of our common stock you own through
the plan. You are entitled to instruct the plan trustee on how
to vote your shares in the plan by telephone, via the Internet or by mail
as described above, except that, if you vote by mail, the card that you
use will be a voting instruction card rather than a proxy card. The
trustee will vote your shares held in the plans in accordance with your
instructions. Any shares held by a plan participant for which
timely instructions are not received will be voted by the
trustee in its sole
discretion.
|
|
Q13:
|
May
I change my vote after I have submitted a proxy by telephone or via the
Internet or mailed my signed proxy
card?
|
|
A13:
|
Yes.
You may change your vote at any time before your proxy is voted at
the special meeting. You can do this in several ways. You can
send a written notice stating that you want to revoke your proxy, or you
can complete and submit a new proxy card. You may request a new proxy
card by contacting Michael S. Novins at (203) 661-1926. If you
choose either of these methods, you must submit your notice of revocation
or your new proxy card to Blyth, Inc., One East Weaver Street, Greenwich,
Connecticut 06831 Attention: Michael S. Novins, Secretary.
|
|
|
You
can also change your vote by submitting a proxy at a later date by
telephone or via the Internet, in which case your later-submitted proxy
will be recorded and your earlier proxy revoked. You can
also attend the special meeting and vote in person. Simply
attending the special meeting, however, will not revoke your
proxy. To revoke your earlier proxy, you must vote at the
special meeting. If you have instructed a broker to vote your
shares, the preceding instructions do not apply, and you must follow the
voting procedures received from your broker to change your
vote. If your shares are held in the 401(k) and profit sharing
plan, you must follow the instructions provided on the voter instruction
card if you wish to change your
vote.
|
| Q14: | If I want to attend the special meeting, what do I do? |
|
A14:
|
You
should come to our corporate offices located at One East Weaver Street,
Greenwich, Connecticut 06831, at 8:30 a.m. local time, on January 29,
2009. Stockholders of record as of the record date for the special
meeting (December 3, 2008) can vote in person at the special meeting.
If your shares are held in street name, then you are not the
stockholder of record and you must ask your bank, broker or other nominee
holder how you can vote in person at the special meeting.
|
7
APPROVAL OF THE AMENDMENT OF OUR
RESTATED CERTIFICATE OF INCORPORATION
TO
EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK AT ONE OF TWO
REVERSE
SPLIT RATIOS
Our board
of directors has unanimously adopted and is submitting for stockholder approval
an amendment to our restated certificate of incorporation to effect
a reverse stock split at one of two reverse split ratios, 1-for-3 or
1-for-4, as will be selected by our board of directors following stockholder
approval and prior to the time of filing the certificate of amendment with the
Delaware Secretary of State. Pursuant to the law of our state of
incorporation, Delaware, our board of directors must adopt any amendment to our
restated certificate of incorporation and submit the amendment to stockholders
for their approval. The affirmative vote of a majority of the outstanding
is required to approve Proposal No. 1.
The form of the proposed
amendment to our restated certificate of
incorporation
to effect the reverse stock split is attached to this proxy statement as Annex A.
The amendment will effect
a reverse stock split of our
common stock at one of the two split
ratios selected by our board of directors following stockholder
approval. Our board of
directors, in its discretion, may elect to effect any one (but not more than
one) of the two reverse split ratios upon receipt of stockholder approval, or
none of them if our Board of Directors determines in its discretion not to
proceed with the reverse stock split. We believe that the
availability of the two alternative reverse split ratios will provide us with
the flexibility to implement the reverse stock split in a manner designed to
maximize the anticipated benefits for us and our stockholders. In
determining which of the two alternative reverse stock split ratios to
implement, if any, following the receipt of stockholder approval, our
board of directors may consider, among other things, factors such
as:
|
|
·
|
the
historical trading price and trading volume of our common
stock;
|
|
|
·
|
the
then prevailing trading price and trading volume of our common stock and
the anticipated impact of the reverse stock split on the trading market
for our common stock;
|
|
|
·
|
prevailing
general market and economic conditions;
and
|
|
|
·
|
which
of the alternative reverse split ratios would result in the greatest
overall reduction in our
|
administrative
costs.
To avoid
the existence of fractional shares of our common stock, stockholders who would
otherwise hold fractional shares as a result of the reverse stock split will be
entitled to receive cash (without interest or deduction) in lieu of such
fractional shares from our transfer agent, upon receipt by our transfer agent of
a properly completed and duly executed transmittal letter and, where shares are
held in certificated form, the surrender of all Old Certificate(s), in an amount
equal to the proceeds attributable to the sale of such fractional shares
following the aggregation and sale by our transfer agent of all fractional
shares otherwise issuable.
At the
close of business on December 3, 2008, we had 35,563,940 shares of common stock
issued and outstanding. Based on the number of shares of common stock
currently issued and outstanding, immediately following the completion of the
reverse stock split we would have approximately 11,854,646 shares
or 8,890,985 shares of common stock issued and outstanding if we
effect a 1-for-3 or 1-for-4 reverse stock split, respectively, in each case
without giving effect to the treatment of fractional shares. We
do not expect the reverse stock split itself to have any economic effect on our
stockholders, debt holders or holders of options or restricted stock units,
except to the extent the reverse stock split will result in fractional shares as
discussed below.
Our board
of directors believes that the reverse stock split would be beneficial for the
following reasons:
|
|
·
|
Increased, more attractive
share price. The anticipated increase in our stock price
resulting from the reverse stock split may be beneficial
because a higher price could make the common stock more attractive
to a broader range of institutional and other investors. In
recent months, the stock market and our stock price have been highly
volatile, and our stock price has recently traded at prices (intraday
price of $5.00 per share) below which it would not meet the investing
guidelines for certain institutional investors and investment
funds.
|
|
|
·
|
Reduced stockholder transaction
costs. Many investors pay commissions based on the
number of shares traded when they buy or sell our stock. If our
stock price were higher, these investors would pay lower commissions to
trade a fixed dollar amount of our stock than they would if our stock
price were lower.
|
8
If
the reverse stock split is implemented, the resulting per share price may not
attract institutional investors or investment funds, and consequently, the
trading liquidity of our common stock may not improve. A decline in
the market price of our common stock after the reverse stock split may result in
a greater percentage decline than would occur in the absence of the
split.
While we
believe that a higher stock price may help generate investor interest in our
common stock, the reverse stock split may not result in a stock price that will
attract institutional investors or investment funds or satisfy any investing
guidelines of institutional investors or investment funds. A decline
in the market price of our common stock after the reverse stock split may result
in a greater percentage decline than would occur in the absence of the
split. If the reverse stock split is implemented and the market price
of our common stock declines, the percentage decline may be greater than would
occur in the absence of the split. The market price of our common
stock is also based on our performance and other factors, which are unrelated to
the number of shares of common stock outstanding.
If
the reverse stock split is implemented, the number of outstanding shares of
common stock will be decreased, and this decrease may adversely affect liquidity
of the common stock.
Following
implementation of the reverse stock split, the number of our outstanding share
of common stock will be decreased from 35,563,940 to 11,854,646 (if we
implement a 1-for-3 reverse stock split) or 8,890,985 (if
implement a 1-for-4 reverse stock split). Liquidity of the common
stock could be adversely affected by the reduced number of shares that will be
outstanding after the reverse stock split.
Our total market capitalization
immediately after the proposed reverse stock split may be lower than immediately
before the proposed reverse stock split.
There are
numerous factors and contingencies that could affect our stock price following
the proposed reverse stock split, including the status of the market for our
stock at the time, our reported results of operations in future periods, and
general economic, market and industry conditions. Accordingly, the
market price of our common stock may not be sustainable at the direct arithmetic
result of the reverse stock split (for example, based on the closing price of
our common stock on the NYSE on the record date of $7.98 per share, the direct
arithmetic result of the reverse stock split would be a post-split market price
for our common stock of $23.94 per share if we implement a 1-for-3 reverse stock
split or $31.92 per share if we implement a 1-for-4 reverse stock
split). If the market price of our common stock declines after the
reverse stock split, our total market capitalization (the aggregate value of all
of our outstanding common stock at the then existing market price) after the
split will be lower than before the split.
The reverse stock split may result in
some stockholders owning “odd lots” that may be more difficult to sell or
require greater transaction costs per share to sell.
The
reverse stock split may result in some stockholders owning “odd lots” of less
than 100 shares of our common stock on a post-split basis. Odd lots
may be more difficult to sell, or require greater transaction costs per share to
sell, than shares in “round lots” of even multiples of 100 shares.
If the
reverse stock split is approved and implemented, the principal effect will be to
proportionately decrease the number of outstanding shares of our common stock.
Our common stock is currently registered under Section 12(b) of the
Securities Exchange Act of 1934, or the Exchange Act, and we are subject to the
periodic reporting and other requirements of the Exchange Act. The reverse
stock split will not affect the registration of our common stock under the
Exchange Act or the listing of our common stock on the NYSE. Following the
reverse stock split, our
9
common
stock will continue to be listed on the NYSE under the symbol “BTH,” although it
will be considered a new listing with a new CUSIP number.
Proportionate
voting rights and other rights of the holders of our common stock will not be
affected by the reverse stock split, other than as a result of the treatment of
fractional shares as described below. For example, a holder of 2% of the
voting power of the outstanding shares of our common stock immediately prior to
the effectiveness of the reverse stock split will generally continue to hold 2%
of the voting power of the outstanding shares of our common stock after the
reverse stock split. The number of stockholders of record will not be
affected by the reverse stock split (except to the extent any are cashed out as
a result of holding fractional shares). If approved and implemented, the
reverse stock split may result in some stockholders owning “odd lots” of less
than 100 shares of our common stock. Odd lot shares may be more difficult
to sell, and brokerage commissions and other costs of transactions in odd lots
are generally somewhat higher than the costs of transactions in “round lots” of
even multiples of 100 shares. Our board of directors believes, however,
that these potential effects are outweighed by the benefits of the reverse stock
split.
The
reverse stock split, if approved by our stockholders, will become effective upon
the filing and effectiveness (the “effective time”) of the certificate of
amendment to our restated certificate of incorporation with the Secretary of
State of the State of Delaware. It is expected that such filing will take
place promptly following the special meeting, assuming the stockholders approve
the amendment. However, the exact timing of the filing of the amendment
will be determined by our board of directors based on its evaluation as to when
such action will be the most advantageous to our company and our stockholders.
In addition, our board of directors reserves the right, notwithstanding
stockholder approval and without further action by the stockholders, to elect
not to proceed with the reverse stock split if, at any time prior to filing the
certificate of amendment, our board of directors, in its sole discretion,
determines that it is no longer in our best interests and the best interests of
our stockholders to proceed with the reverse stock split.
As of
December 3, 2008, we had approximately 337,100 shares subject to stock options
and 367,309 restricted stock units outstanding under our Amended and Restated
2003 Omnibus Incentive Plan (the “2003 Plan”), the Amended and Restated
1994 Employee Stock Option Plan and the Amended and Restated 1994 Stock Option
Plan for Non-Employee Directors (collectively, the “Stock Plans”). Under
our Stock Plans, the compensation committee of our board of directors has sole
discretion to determine the appropriate adjustment to the awards granted under
our Stock Plans in the event of a stock split. Should the reverse stock
split be effected, the compensation committee of our board of directors has
approved proportionate adjustments to the number of shares outstanding and
available for issuance under the Stock Plans and proportionate adjustments
to the exercise price, grant price or purchase price relating to any award under
the Stock Plans. The compensation committee will determine the treatment
of fractional shares subject to stock options and unvested restricted stock
units under the Stock Plans.
Accordingly,
if the reverse stock split is approved by our stockholders, upon the filing of
an amendment to our restated certificate of incorporation with the Delaware
Secretary of State, the number of all outstanding equity awards, the number of
shares available for issuance and the exercise price, grant price or purchase
price relating to any award under the Stock Plans will be proportionately
adjusted using the split ratio selected by our board of directors (subject to
the treatment of fractional shares to be determined by our compensation
committee). The compensation committee has also authorized us to effect
any other changes necessary, desirable or appropriate to give effect to the
reverse stock split, including any applicable technical, conforming changes to
our Stock Plans. For example, if a 1-for-3 reverse stock split is
effected, the 3,618,763 shares that remain available for issuance under the 2003
Plan as of December 3, 2008 would be adjusted to 1,206,254 shares, subject to
increase as and when awards made under the 2003 Plan expire or are forfeited and
are returned per the terms of such plan. In addition, the exercise price
per share under each stock option would be increased by three times, such that
upon an exercise, the aggregate exercise price payable by the optionee to the
company would remain the same. For illustrative purposes only, an
outstanding stock option for 3,000 shares of common stock, exercisable at $21.00
per share, would be adjusted as a result of a 1-for-3 split ratio into an option
exercisable for 1,000 shares of common stock at an exercise price of $63.00 per
share.
10
Currently,
we are authorized to issue up to a total of 110,000,000 shares, comprising
100,000,000 shares of common stock, of which 35,563,940 shares were issued and
outstanding as of December 3, 2008, and 10,000,000 shares of preferred stock, of
which no shares were issued and outstanding as of December 3, 2008.
Concurrently with the reverse stock split we intend to decrease our
authorized shares such that immediately following the effective time we may
issue up to a total of 60,000,000 shares, comprising 50,000,000 shares of common
stock and 10,000,000 shares of preferred stock. The number of authorized
shares of preferred stock will not change. Proposal No. 2, if approved,
would only affect the combined total of our authorized shares and our authorized
shares of common stock. We do not currently intend to reduce the number of
authorized shares of our common stock by the same ratio as the reverse stock
split. See Proposal No. 2 beginning on page 16 of this proxy statement for
further information. Proposal No. 2 is conditioned on the approval of
Proposal No. 1. Therefore, if Proposal No. 1 is not approved by the
stockholders, Proposal No. 2 will automatically be deemed to have not been
approved by the stockholders, regardless of the number of shares actually voted
“FOR” Proposal No. 2. Proposal No. 1 is not conditioned on the approval of
Proposal No. 2.
The
proposed amendments to our restated certificate of incorporation will not affect
the par value of our common stock, which will remain at $0.02 per share, or the
par value of our preferred stock, which will remain at $0.01 per share.
As a
result of the reverse stock split, upon the effective time, the stated capital
on our balance sheet attributable to our common stock, which consists of the par
value per share of our common stock multiplied by the aggregate number of shares
of our common stock issued and outstanding, will be reduced in proportion to the
size of reverse stock split. Correspondingly, our additional paid-in
capital account, which consists of the difference between our stated capital and
the aggregate amount paid to us upon issuance of all currently outstanding
shares of our common stock, shall be credited with the amount by which the
stated capital is reduced. Our stockholders’ equity, in the aggregate,
will remain unchanged.
Notwithstanding
the decrease in the number of outstanding shares following the proposed reverse
stock split, our board of directors does not intend for this transaction to be
the first step in a “going private transaction” within the meaning of Rule 13e-3
of the Exchange Act.
If the
reverse stock split is effected, stockholders who hold uncertificated shares
(i.e., shares held in
book-entry form and not represented by a physical stock certificate), either as
direct or beneficial owners, will have their holdings electronically adjusted by
our transfer agent through the NYSE’s Direct Registration System (and, for
beneficial owners, by their brokers or banks that hold in “street name” for
their benefit, as the case may be) to give effect to the reverse stock split.
Stockholders
who hold uncertificated shares as direct owners will be sent a transmittal
letter by our transfer agent and will need to return a properly completed and
duly executed transmittal letter in order to receive any cash payment in lieu of
fractional shares or any other distributions, if any, that may be declared and
payable to holders of record following the reverse stock split.
If the
reverse stock split is effected, stockholders holding certificated shares (i.e., shares represented by
one or more physical stock certificates) will be required to exchange their Old
Certificate(s) for New Certificate(s) representing the appropriate number of
shares of our common stock resulting from the reverse stock split.
Stockholders of record upon the effective time will be furnished the
necessary materials and instructions for the surrender and exchange of their Old
Certificate(s) at the appropriate time by our transfer agent. Stockholders
will
11
not have
to pay any transfer fee or other fee in connection with such exchange. As
soon as practicable after the effective time, our transfer agent will send a
transmittal letter to each stockholder advising such holder of the procedure for
surrendering Old Certificate(s) in exchange for New Certificate(s).
Pursuant to applicable rules of the NYSE, your Old Certificate(s)
representing pre-split shares cannot be used for either transfers or deliveries
made on the NYSE; thus, you must exchange your Old Certificate(s) for New
Certificate(s) in order to effect transfers or deliveries of your shares on the
NYSE.
YOU
SHOULD NOT SEND YOUR OLD CERTIFICATES NOW. YOU SHOULD SEND THEM ONLY AFTER
YOU RECEIVE THE LETTER OF TRANSMITTAL FROM OUR TRANSFER AGENT.
As soon
as practicable after the surrender to the transfer agent of any Old
Certificate(s), together with a properly completed and duly executed transmittal
letter and any other documents the transfer agent may specify, the transfer
agent will deliver to the person in whose name such Old Certificate(s) had been
issued a New Certificate registered in the name of such person.
Until
surrendered as contemplated herein, a stockholder’s Old Certificate(s) shall be
deemed at and after the effective time to represent the number of full shares of
our common stock resulting from the reverse stock split. Until
stockholders have returned their properly completed and duly executed
transmittal letter and surrendered their Old Certificate(s) for exchange,
stockholders will not be entitled to receive any other distributions, if any,
that may be declared and payable to holders of record following the reverse
stock split.
Any
stockholder whose Old Certificate(s) have been lost, destroyed or stolen will be
entitled to a New Certificate only after complying with the requirements that we
and the transfer agent customarily apply in connection with lost, stolen or
destroyed certificates.
No
service charges, brokerage commissions or transfer taxes shall be payable by any
holder of any Old Certificate, except that if any New Certificate is to be
issued in a name other than that in which the Old Certificate(s) are registered,
it will be a condition of such issuance that (1) the person requesting such
issuance must pay to us any applicable transfer taxes or establish to our
satisfaction that such taxes have been paid or are not payable, (2) the transfer
complies with all applicable federal and state securities laws, and (3) the
surrendered certificate is properly endorsed and otherwise in proper form for
transfer.
We do not
currently intend to issue fractional shares in connection with the reverse stock
split. Therefore, we do not expect to issue certificates representing
fractional shares. Stockholders who would otherwise hold fractional shares
because the number of shares of common stock they hold before the reverse stock
split is not evenly divisible by the split ratio ultimately selected by our
board of directors will be entitled to receive cash (without interest or
deduction) in lieu of such fractional shares from our transfer agent, upon
receipt by our transfer agent of a properly completed and duly executed
transmittal letter and, where shares are held in certificated form, the
surrender of all Old Certificate(s), in an amount equal to the proceeds
attributable to the sale of such fractional shares following the aggregation and
sale by our transfer agent of all fractional shares otherwise issuable.
The ownership of a fractional share interest will not give the holder any
voting, dividend or other rights, except the right to receive the
above-described cash payment. We will be responsible for any brokerage fees or
commissions related to the transfer agent’s selling in the open market shares
that would otherwise be fractional shares.
Stockholders
should be aware that, under the escheat laws of various jurisdictions, sums due
for fractional interests that are not timely claimed after the effective time
may be required to be paid to the designated agent for each such jurisdiction,
unless correspondence has been received by us or our transfer agent concerning
ownership of such funds within the time permitted in such jurisdiction.
Thereafter, if applicable, stockholders who are otherwise entitled to
receive such funds, but who do not receive them due to, for example, their
failure to timely comply with our transfer agent’s instructions, will have to
seek to obtain such funds directly from the state to which they were paid.
12
Under the
Delaware General Corporation Law, stockholders are not entitled to dissenter’s
rights or appraisal rights with respect to the reverse stock split described in
this Proposal No. 1, and we will not independently provide our stockholders with
any such rights.
The
following discussion is a general summary of certain U.S. federal income tax
consequences of the reverse stock split that may be relevant to (i) holders of
our common stock that hold such stock as a capital asset for federal income tax
purposes and (ii) to us. This summary is based upon the provisions of the
Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations
promulgated thereunder, administrative rulings and judicial decisions as of the
date hereof, all of which may change, possibly with retroactive effect,
resulting in U.S. federal income tax consequences that may differ from those
discussed below. This discussion does not address all aspects of federal
income taxation that may be relevant to such holders in light of their
particular circumstances or to holders that may be subject to special tax rules,
including, without limitation: (i) holders subject to the alternative minimum
tax; (ii) banks, insurance companies, or other financial institutions; (iii)
tax-exempt organizations; (iv) dealers in securities or commodities; (v)
regulated investment companies or real estate investment trusts; (vi)
partnerships (or other flow-through entities for U.S. federal income tax
purposes and their partners or members); (vii) traders in securities that elect
to use a mark-to-market method of accounting for their securities holdings;
(viii) U.S. Holders (as defined below) whose “functional currency” is not the
U.S. dollar; (ix) persons holding our common stock as a position in a hedging
transaction, “straddle,” “conversion transaction” or other risk reduction
transaction; (x) persons who acquire shares of our common stock in connection
with employment or other performance of services; or (xi) U.S. expatriates.
In addition, this summary does not address the tax consequences arising
under the laws of any foreign, state or local jurisdiction and U.S. federal tax
consequences other than federal income taxation. If a partnership
(including any entity or arrangement treated as a partnership for U.S. federal
income tax purposes) holds shares of our common stock, the tax treatment of a
holder that is a partner in the partnership generally will depend upon the
status of the partner and the activities of the partnership.
We have
not sought, and will not seek, an opinion of counsel or a ruling from the
Internal Revenue Service (“IRS”) regarding the United States federal income tax
consequences of the reverse stock split and there can be no assurance the IRS
will not challenge the statements and conclusions set forth below or that a
court would not sustain any such challenge. EACH HOLDER OF COMMON STOCK
SHOULD CONSULT SUCH HOLDER’S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX
CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH HOLDER.
For
purposes of the discussion below, a “U.S. Holder” is a beneficial owner of
shares of our common stock that for U.S. federal income tax purposes is: (i) an
individual citizen or resident of the United States; (ii) a corporation
(including any entity treated as a corporation for U.S. federal income tax
purposes) created or organized in or under the laws of the United States, any
state or political subdivision thereof; (iii) an estate the income of which is
subject to U.S. federal income taxation regardless of its source; or (iv) a
trust, the administration of which is subject to the primary supervision of a
U.S. court and as to which one or more U.S. persons have the authority to
control all substantial decisions of the trust, or that has a valid election in
effect to be treated as a U.S. person. A “Non-U.S. Holder” is a
beneficial owner (other than a partnership) of shares of our common stock who is
not a U.S. Holder.
U.S.
Holders
The
reverse stock split should constitute a “recapitalization” for U.S. federal
income tax purposes. As a result, a U.S. Holder generally should not
recognize gain or loss upon the reverse stock split, except with respect to cash
received in lieu of a fractional share of our common stock, as discussed below.
A U.S. Holder’s aggregate tax basis in the shares of our common stock
received pursuant to the reverse stock split should equal the aggregate tax
basis of the shares of our common stock surrendered (excluding any portion of
such basis that is allocated to any fractional share of our common stock), and
such U.S. Holder’s holding period (i.e., acquired date) in the
shares of our common stock received should include the holding period in the
shares of our common stock surrendered. Treasury regulations promulgated
under the Code provide detailed rules for allocating the tax basis and holding
period of the shares of our common stock surrendered to the shares of our common
stock received pursuant to the reverse stock split. Holders of shares of
our common stock acquired on different dates and at different prices should
consult their tax advisors regarding the allocation of the tax basis and holding
period of such shares.
13
A U.S.
Holder who receives cash in lieu of a fractional share of our common stock
pursuant to the reverse stock split should recognize capital gain or loss in an
amount equal to the difference between the amount of cash received and the U.S.
Holder’s tax basis in the shares of our common stock surrendered that is
allocated to such fractional share of our common stock. Such capital gain
or loss should be long term capital gain or loss if the U.S. Holder’s holding
period for our common stock surrendered exceeded one year at the effective time.
Information
Reporting and Backup Withholding. Information
returns generally will be required to be filed with the IRS with respect to the
receipt of cash in lieu of a fractional share of our common stock pursuant to
the reverse stock split in the case of certain U.S. Holders. In addition,
U.S. Holders may be subject to a backup withholding tax (at the current
applicable rate of 28%) on the payment of such cash if they do not provide their
taxpayer identification numbers in the manner required or otherwise fail to
comply with applicable backup withholding tax rules. Backup withholding is
not an additional tax. Any amounts withheld under the backup withholding
rules may be refunded or allowed as a credit against the U.S. Holder’s federal
income tax liability, if any, provided the required information is timely
furnished to the IRS.
Non-U.S.
Holders
Non-U.S.
Holders who exchange shares of our common stock pursuant to the reverse stock
split generally should be subject to tax in the manner described above under
“U.S. Holders,” except that any capital gain realized by a Non-U.S. Holder as a
result of receiving cash in lieu of a fractional share of our common stock
generally should not be subject to U.S. federal income or withholding tax
unless:
|
|
·
|
the Non-U.S.
Holder is an individual who holds our common stock as a capital asset, is
present in the U.S. for 183 days or more during the taxable year of the
reverse stock split and meets certain other conditions;
|
|
|
·
|
the gain is
effectively connected with the Non-U.S. Holder’s conduct of a trade or
business in the U.S. (and, if certain income tax treaties apply, is
attributable to a Non-U.S. Holder’s permanent establishment in the U.S.);
or
|
|
|
·
|
we
are or have been a “United States real property holding corporation” for
U.S. federal income tax purposes at any time within the shorter of the
five-year period ending on the effective time, or the period that the
Non-U.S. Holder held the shares of our common stock. We do not
believe that we have been, currently are, or will become, a United States
real property holding corporation.
|
Individual
Non-U.S. Holders who are subject to U.S. federal income tax because they are
present in the United States for 183 days or more during the year of the reverse
stock split will be taxed on their gain (including gain from the sale of shares
of our common stock and net of applicable U.S. losses from sales or exchanges of
other capital assets recognized during the year) at a flat rate of 30% or such
lower rate as may be specified by an applicable income tax treaty. Other
Non-U.S. Holders subject to U.S. federal income tax with respect to gain
recognized as a result of receiving cash in lieu of a fractional share of common
stock generally will be taxed on such gain in the same manner as if they were
U.S. Holders and, in the case of foreign corporations, may be subject to an
additional branch profits tax at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty.
Information
Reporting and Backup Withholding. In general, backup
withholding and information reporting will not apply to payment of cash in lieu
of a fractional share of our common stock to a Non-U.S. Holder pursuant to the
reverse stock split if the Non-U.S. Holder certifies under penalties of perjury
that it is a Non-U.S. Holder and neither we nor the transfer agent has actual
knowledge to the contrary. Backup withholding is not an additional
tax. Any amounts withheld under the backup withholding rules may be
refunded or allowed as a credit against the Non-U.S. Holder’s U.S. federal
income tax liability, if any, provided that certain required information is
timely furnished to the IRS. In certain circumstances the amount of
cash paid to a Non-U.S. Holder in lieu of a fractional share of our common
stock, the name and address of the beneficial owner and the amount, if any, of
tax withheld may be reported to the IRS.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL TO AMEND OUR
RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AT
ONE OF THE TWO REVERSE SPLIT RATIOS, 1-FOR-3 OR 1-FOR-4, AS WILL BE SELECTED
BY OUR BOARD OF DIRECTORS PRIOR TO THE TIME OF FILING THE CERTIFICATE OF
AMENDMENT WITH THE DELAWARE SECRETARY OF STATE.
14
APPROVAL
OF THE AMENDMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION TO DECREASE OUR
TOTAL NUMBER OF AUTHORIZED SHARES FROM 110,000,000 SHARES TO 60,000,000 SHARES,
50,000,000 SHARES OF WHICH SHALL BE COMMON STOCK, PAR VALUE $0.02 PER SHARE, AND
10,000,000 SHARES OF WHICH SHALL BE PREFERRED STOCK, PAR VALUE $0.01 PER
SHARE
Our board
of directors has unanimously adopted and is submitting for stockholder approval
an amendment to our restated certificate of incorporation to decrease our total
number of authorized shares from 110,000,000 shares to 60,000,000 shares,
50,000,000 shares of which shall be common stock, par value $0.02 per share, and
10,000,000 shares of which shall be preferred stock, par value $0.01 per share.
Pursuant
to the law of our state of incorporation, Delaware, our board of directors must
adopt any amendment to our restated certificate of incorporation and submit the
amendment to stockholders for their approval. The affirmative vote of a
majority of the outstanding shares is required to approve Proposal No. 2.
Please note that Proposal No. 2 is conditioned on the approval of Proposal
No. 1. Therefore, if Proposal No. 1 is not approved by the stockholders,
Proposal No. 2 will automatically be deemed to have not been approved by the
stockholders, regardless of the number of shares actually voted “FOR” Proposal
No. 2. Proposal No. 1 is not conditioned on the approval of Proposal No.
2.
The form
of the proposed amendment to our restated certificate of incorporation to
decrease our total number of authorized shares is included in Annex A of this
Proxy Statement. If both Proposals No. 1 and 2 are approved by our
stockholders, the reduction in the number of authorized shares will become
effective upon the filing and effectiveness of a certificate of amendment to our
restated certificate of incorporation with the Secretary of State of the State
of Delaware (referred to as the “effective time”). It is expected that
such filing will take place promptly following the date of the special meeting,
assuming the stockholders approve the amendment. However, the exact timing
of the filing of the certificate of amendment will be determined by the board of
directors based on its evaluation as to when such action would be the most
advantageous to our company and our stockholders. In addition, the board
of directors reserves the right, notwithstanding stockholder approval and
without further action by the stockholders, to elect not to proceed with the
reduction in our total number of authorized shares if, at any time prior to
filing the certificate of amendment, the board of directors, in its sole
discretion, determines that it is no longer in our company’s best interests and
the best interests of our stockholders.
Currently,
we are authorized to issue up to 100,000,000 shares of common stock, of which
35,563,940 shares were issued and outstanding as of December 3, 2008.
Concurrently with the reverse stock split we intend to decrease our authorized
shares such that immediately following the effective time we may issue up to a
total of 50,000,000 shares of common stock. Since we are not reducing the
total authorized number of shares of common stock under our restated certificate
of incorporation by the same ratio as the reverse stock split, we will have the
ability to issue a greater percentage of our common stock in relation to our
outstanding shares after the reverse stock split than we currently have.
As a result, if we were to issue such shares, it would potentially have a
greater dilutive effect on our current stockholders, depending on the size of
the issuance. Each additional share of common stock authorized under
Proposal No. 2 would have the same rights and privileges under our restated
certificate of incorporation as each share of common stock that is currently
authorized for issuance. We believe that the availability of additional
authorized shares of common stock will provide us with additional flexibility,
including the ability to issue common stock for a variety of purposes,
including, among others, the sale of common stock to obtain additional funding
or the use (subject to stockholder approval as required) of common stock for
equity compensation. We currently do not have any plan, commitment,
arrangement, understanding or agreement, either written or oral, to issue any
shares of additional authorized common stock. However, the additional
shares of common stock would be available for issuance by action of our board of
directors without the need for further action by our stockholders, unless
stockholder action is specifically required by applicable law or NYSE rules.
15
Under the
Delaware General Corporation Law, our stockholders are not entitled to
dissenter’s rights or appraisal rights with respect to this Proposal No. 2, and
we will not independently provide our stockholders with any such
rights.
Although
not designed or intended for such purposes, the effect of the proposed decrease
in the number of our authorized shares of common stock at a different ratio to
the reverse stock split could enable our board of directors to render more
difficult or discourage an attempt to obtain control of us since the additional
shares could be issued to purchasers who support our board of directors and are
opposed to a takeover. We are not currently aware of any pending or
proposed transaction involving a change in control. While this Proposal
No. 2 may be deemed to have potential anti-takeover effects, this proposal is
not prompted by any specific effort or perceived threat of takeover.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL TO AMEND OUR
RESTATED CERTIFICATE OF INCORPORATION TO DECREASE OUR TOTAL NUMBER OF AUTHORIZED
SHARES.
16
The following table sets forth, as of
December 3, 2008, the number of outstanding shares of the common stock
beneficially owned by each of (i) the members of the board of directors, (ii)
each of our “named executive officers” (as such term is defined in
Item 402(a)(3) of Regulation S-K under the Securities Exchange Act of 1934, as
amended) and (iii) all directors and executive officers as a
group. Except as otherwise indicated, each of the stockholders has
sole voting and investment power with respect to the shares reflected as
beneficially owned by such stockholder. The amount of shares listed
in the following table does not give effect to the proposed reverse stock split,
which, if implemented, will proportionately reduce the number of shares, stock
options and restricted stock units held by each beneficial owner, but which will
not change the percent of class.
|
Name of Beneficial Owner
|
Common
Stock Beneficially Owned Excluding Options
|
Stock
Options Exercisable Within 60 Days of Record
Date
|
Total
Common Stock Beneficially Owned
|
Percent
of Class
|
|
Robert
B. Goergen1
|
10,942,352
|
0
|
10,942,352
|
30.8%
|
|
Anne
M. Busquet2
|
4,500
|
0
|
4,500
|
*
|
|
Pamela
M. Goergen3
|
10,927,852
|
14,500
|
10,942,352
|
30.8%
|
|
Neal
I. Goldman4
|
27,500
|
14,500
|
42,000
|
*
|
|
Carol
J. Hochman5
|
8,500
|
15,000
|
23,500
|
*
|
|
Wilma
H. Jordan6
|
10,000
|
10,000
|
20,000
|
*
|
|
James
M. McTaggart7
|
12,400
|
0
|
12,400
|
*
|
|
Howard
E. Rose8
|
55,558
|
10,000
|
65,558
|
*
|
|
Robert
H. Barghaus9
|
40,454
|
10,000
|
50,454
|
*
|
|
Anne
M. Butler10
|
29,460
|
19,100
|
48,560
|
*
|
|
Robert
B. Goergen, Jr.11
|
3,038,634
|
13,500
|
3,038,634
|
8.6%
|
|
All
directors and executive officers
as
a group (11 persons)
|
11,849,358
|
106,600
|
11,955,958
|
33.6%
|
__________
* Less
than 1%.
|
(1)
|
Includes
8,630,985 shares held by Mr. Goergen; 89,487 shares held by The
Goergen Foundation, Inc. (a charitable foundation of which
Mr. Goergen is a director, president and sole investment manager);
394,380 shares, 14,500 options and 7,500 RSUs held by Pamela M. Goergen
(Mr. Goergen’s wife); and 2,305,500 shares held by Ropart Investments
LLC (a private investment fund of which Mr. Goergen shares voting and
investment power). Mr. Goergen disclaims beneficial ownership of the
shares held by Pamela M. Goergen (see footnote (3)). The address of
Mr. Goergen is ℅ Blyth, Inc., One East Weaver Street, Greenwich,
Connecticut 06831.
|
|
(2)
|
Ms.
Busquet’s security ownership include 4,500
RSUs.
|
|
(3)
|
Includes
394,380 shares, 7,500 RSUs and 14,500 options held by Mrs. Goergen and
10,525,972 shares held by Robert B. Goergen (Mrs. Goergen’s husband).
Mrs. Goergen disclaims beneficial ownership of the shares held by her
husband, Robert B. Goergen (see footnote (1)). The address of
Mrs. Goergen is ℅ Blyth, Inc., One East Weaver Street, Greenwich,
Connecticut 06831.
|
|
(4)
|
Mr.
Goldman’s security ownership Includes 20,000 shares, 7,500 RSUs and 14,500
options.
|
17
|
(5)
|
Ms.
Hochman’s security ownership Includes 1,000 shares, 7,500 RSUs and 15,000
options.
|
|
(6)
|
Ms.
Jordan’s security ownership Includes 2,000 shares, 7,000 RSUs and 10,000
stock options held by Ms. Jordan and 1,000 shares held by her
spouse. Ms. Jordan disclaims beneficial ownership of the shares
held by her spouse.
|
|
(7)
|
Mr.
McTaggart’s security ownership includes 3,400 shares and 9,000
RSUs.
|
|
(8)
|
Mr.
Rose’s security ownership includes 48,058 shares, 7,500 RSUs and 10,000
stock options.
|
|
(9)
|
Mr.
Barghaus’s security ownership includes 3,569 shares (held jointly by Mr.
Barghaus with his wife), 2,500 shares, 34,385 RSUs and 10,000 stock
options.
|
|
(10)
|
Ms.
Butler’s security ownership includes 1,000 shares, 28,460 RSUs and 19,100
stock options.
|
|
(11)
|
Mr.
Goergen, Jr.’s security ownership includes 363,100 shares, 25,398 RSUs and
13,500 stock options held by him, 2,305,500 shares held by Ropart
Investments, LLC, 2,000 shares held by his spouse, 275,205 shares held by
him in trust for his family, and 67,431 shares held in trust for Mr.
Goergen.
|
Security Ownership of Certain
Beneficial Owners. To the knowledge of the company, the
following table lists each party (other than Mr. Goergen and
Mrs. Goergen, whose respective beneficial ownership is disclosed in the
immediately preceding table) that beneficially owned more than 5% of the common
stock outstanding as of such party’s Schedule 13G reporting date:
|
Name and Address of Beneficial
Owner
|
Number
of Shares
|
Percent
of Class
|
|
FMR
Corp. and related persons and entities1
|
3,531,390
|
9.51%
|
|
82
Devonshire Street
Boston,
MA 02109
|
||
|
Barclays
Global Investors, NA and related entities2
|
3,403,898
|
9.17%
|
|
45
Fremont Street
San
Francisco, CA 94105
|
__________
|
(1)
|
According
to Amendment No. 6 to Schedule 13G dated February 14, 2008 and filed with
the Securities and Exchange Commission, FMR LLC beneficially owns
3,531,390 shares. FMR LLC is a parent holding company of
Fidelity Management & Research Company (“Fidelity”), a registered
investment adviser and a wholly owned subsidiary of FMR
LLC. Fidelity is the beneficial owner of 3,531,390 shares or
9.51% of the common stock as a result of acting as investment adviser to
various investment companies. The ownership of one investment
company, Fidelity Low Priced Stock Fund, amounted to 3,531,390 shares or
9.51% of the common stock. Edward C. Johnson 3d (Chairman of FMR LLC) and
FMR LLC, through its control of Fidelity, and the fund each has sole power
to dispose of the 3,531,390 shares owned by the fund. Neither
FMR LLC nor Mr. Johnson has the sole power to vote or direct the voting of
the shares owned directly by the Fidelity Funds, which power resides with
the fund’s Boards of Trustees. Members of Mr. Johnson’s family
are the predominant owners, directly or through trusts, of Series B voting
common shares of FMR LLC, representing 49% of the voting power of FMR
LLC. The Johnson family group and all other Series B
shareholders have entered into a shareholders’ voting agreement under
which all Series B voting common shares will be voted in accordance with
the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting common
shares and the execution of the shareholders’ voting agreement, members of
the Johnson family may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR LLC. All
of the information contained in this footnote, including, without
limitation, the computation of the percentage of stock owned by the
parties referred to above, is
|
18
|
|
based
upon the information reported in Amendment No. 6 to Schedule 13G filed by
FMR LLC with the Securities and Exchange Commission on February 14,
2008.
|
|
(2)
|
According
to a statement on Schedule 13G dated February 5, 2008 and filed with the
Securities and Exchange Commission, Barclays Global Investors, NA and the
other entities described in this footnote beneficially own 3,403,898
shares. The total in the table reflects the combined ownership
of various Barclays entities. The Schedule 13G indicates the following
ownership interests: (i) Barclays Global Investors, NA (a bank), located
at the address in the table, is the beneficial owner of 3,403,898 shares
(9.17%), with sole voting power with respect to 2,908,081 shares and sole
dispositive power with respect to 3,403,898 shares; (ii) Barclays Global
Fund Advisors (an investment adviser), located at the address in the
table, is the beneficial owner of 596,789 shares (1.61%), with sole voting
and dispositive power with respect to those shares; (iii) Barclays Global
Investors, Ltd. (a bank), located at Murray House, 1 Royal Mint Court,
London, England EC3N 4HH, is the beneficial owner of 28,234 shares
(0.08%), with sole voting power with respect to 15,033 shares and sole
dispositive power with respect to 28,234 shares; (iv) Barclays Global
Investors Japan Limited (an investment adviser), located at Ebisu Prime
Square Tower, 8th Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo 150-0012 Japan is
the beneficial owner of 38,721 shares (0.1%), with sole voting and
dispositive power with respect to those shares; and (v) Barclays Global
Investors Canada Limited (an investment adviser), located at Brookfield
Place, 161 Bay Street, Suite 2500, Toronto, Canada is the beneficial owner
of 5,374 shares (0.01%), with sole voting and dispositive power with
respect to those shares. The Schedule 13G does not describe the
relationships among the Barclays entities. The computation of
the percentage of stock owned by Barclays Global Investors, NA and the
other entities is based on the percentages reported in the Schedule
13G.
|
19
Whether or not the
amendments to our certificate of incorporation are approved, we will hold our
regular annual meeting of stockholders in 2009. Stockholder
proposals within the processes of Rule 14a-8 and intended to be presented at our
2009 annual meeting of stockholders must be received at our principal executive
offices located at One East Weaver Street, Greenwich, Connecticut 06831,
Attention: Michael S. Novins, Secretary, on or before February 4, 2009 for
consideration for inclusion in our proxy statement and form of proxy relating to
that meeting. In addition, if a stockholder fails to provide us
notice of any stockholder proposal on or before the 60th day prior to the date
of our 2009 annual meeting, then our management proxies will be entitled to use
their discretionary voting authority if such stockholder proposal is raised at
the annual meeting without any discussion of the matter in the proxy
statement.
This
proxy statement includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
our intent to solicit approval of Proposal No. 1 to effect a reverse stock
split, the timing of the reverse stock split, the potential benefits of a
reverse stock split, including but not limited to increased investor interest
and the potential for a higher stock price, our intent to solicit approval of
Proposal No. 2 to decrease our total number of authorized shares and the timing
and effects of the proposed amendments to our restated certificate of
incorporation. These forward-looking statements are identified by
terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,”
“expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,”
“will” and similar expressions and include references to assumptions and relate
to our future prospects, developments and business strategies. Such
statements reflect the current views and assumptions of the company, and are
subject to various risks and uncertainties that could cause actual results to
differ materially from expectations. These risks include, but are not
limited to, risks relating to the volatility of our stock price and general
market and economic conditions.
We
undertake no obligation to update or revise the forward-looking statements
included in this proxy statement, whether as a result of new information, future
events or otherwise, after the date of this proxy statement. Our
actual results, performance or achievements could differ materially from the
results expressed in, or implied by, these forward-looking
statements. Factors that could cause or contribute to such
differences are discussed in the sections entitled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” included in our Annual Report on Form 10-K for the fiscal year ended
January 31, 2008, which we filed with the SEC on April 15, 2008, and our
Quarterly Reports on Form 10-Q for the quarter ended October 31, 2008, which we
filed with the SEC on December 5, 2008. These documents are available
on the SEC’s website at www.sec.gov.
The
Securities and Exchange Commission allows us to “incorporate by reference” the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this proxy
statement, and information that we file later with the SEC will automatically
update and supersede previously filed information, including information
contained in this document. We incorporate by reference our Annual
Report on Form 10-K for the fiscal year ended January 31, 2008, which we filed
with the SEC on April 15, 2008, our Quarterly Report on Form 10-Q for the
quarter ended October 31, 2008, which we filed with the SEC on December 5, 2008
and any future filings we will make with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act. We will provide to each person,
including any beneficial owner to whom a proxy statement is delivered, without
charge, upon written or oral request, by first class mail or by other equally
prompt means within one business day of receipt of such request, a copy of any
or all of the documents that are incorporated by reference into this proxy
statement (not including exhibits to those documents unless such exhibits are
specifically incorporated by reference into those documents). You should direct
requests for documents to:
Blyth,
Inc.
One East
Weaver Street
Greenwich,
Connecticut 06831
Attention:
Michael S. Novins, Secretary
Phone:
(203) 661-1926
20
We have
not received notice of any other matters to be proposed at the special
meeting. Consequently, the only matters expected to be acted on at
the special meeting are those described in this proxy statement, along with any
necessary procedural matters related to the special meeting. As to
procedural matters, or any other matters that are determined to be properly
brought before the special meeting calling for a vote of the stockholders, it is
the intention of the persons named in the accompanying proxy, unless otherwise
directed in that proxy, to vote on those matters in accordance with their best
judgment.
21
CERTIFICATE OF
AMENDMENT
TO THE
RESTATED CERTIFICATE OF
INCORPORATION
OF
BLYTH,
INC.
____________________
Pursuant
to Section 242 of
the
General Corporation Law of the State of Delaware
____________________
|
BLYTH,
INC., a corporation organized and existing under and by virtue of the
provisions of the General Corporation Law of the State of Delaware (the
“Corporation”), does hereby certify as follows:
|
FIRST: The
name of the Corporation is Blyth, Inc. The Corporation was originally
incorporated under the name “Candle Corporation of America.” The
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of Delaware on September 9, 1977. A Restated Certificate of
Incorporation was filed with the Secretary of State of Delaware on May 13, 1994
(the “Restated Certificate”). A Certificate of Amendment of the
Restated Certificate of Incorporation was filed with the Secretary of State of
Delaware on June 14, 2000.
SECOND: This
Certificate of Amendment was duly adopted in accordance with the provisions of
Sections 211, 222 and 242 of the General Corporation Law of the State of
Delaware (the “DGCL”). The Board of Directors of the Corporation, on
November 19, 2008, duly adopted resolutions setting forth and declaring
advisable this Certificate of Amendment and directed that the proposed
amendments be considered by the stockholders of the Corporation. A
special meeting of stockholders was duly called upon notice in accordance with
Section 222 of the DGCL and held in accordance with the provisions of Section
211 of the DGCL on January 29, 2009, at which meeting the necessary number of
shares were voted in favor of the proposed amendments. The
stockholders of the Corporation duly adopted this Certificate of
Amendment.
THIRD: The
Restated Certificate, as heretofore amended and supplemented, is hereby further
amended as follows:
Section 1
of Article IV of the Corporation’s Restated Certificate, relating to
Capitalization, is hereby amended to read in its entirety as set forth
below:
“Section
1. The aggregate number of shares of all classes of capital stock
which the Corporation is authorized to issue (sometimes hereinafter collectively
referred to as the “Capital Stock”) is 60,000,000 shares, of which: (i)
10,000,000 shares shall be preferred stock, $0.01 par value per share
(hereinafter referred to as the “Preferred Stock”); and (ii) 50,000,000 shares
shall be common stock, $0.02 par value per share (hereinafter referred to as the
“Common Stock”).
Effective
at [ p.m.] (Eastern Time) on the date of filing this
Certificate of Amendment to the Restated Certificate of Incorporation of the
Corporation, each [three (3) / four
(4)] shares of the Corporation’s Common Stock, par value $0.02 per
share, issued and outstanding immediately prior to the Effective Time shall
automatically be combined into one (1) validly issued, fully paid and
non-assessable share of Common Stock without any further action by the
Corporation or the holder thereof, subject to the treatment of fractional share
interests as described below (the “Reverse Stock Split”). No
fractional shares of Common Stock shall be issued in connection with the Reverse
Stock Split. Stockholders who otherwise would be entitled to receive
fractional shares of Common Stock shall be entitled to receive cash (without
interest or deduction) from the Corporation’s transfer agent in lieu of such
fractional share interests, in an amount equal to the proceeds attributable to
the sale of such fractional shares following the aggregation and sale by the
Corporation’s transfer agent of all fractional shares otherwise
issuable. Each certificate that immediately prior to the Effective
Time represented shares of Common Stock (“Old Certificates”) shall thereafter
represent that number of shares of Common Stock into which the shares of Common
Stock represented by the Old Certificate shall have been combined, subject to
the elimination of fractional share interests as described above.”
Section
2.B.1. of Article IV of the Corporation’s Restated Certificate, relating to
Capitalization, is hereby amended to read in its entirety as set forth
below:
“1. Designation and
Amount. The authorized number of shares of Common Stock shall
be 50,000,000.”
FOURTH:
This Certificate of Amendment shall become effective as of
[ p.m.] on the date of filing.
FIFTH: the
Restated Certificate of the Corporation, as heretofore amended and supplemented,
is hereby ratified and confirmed in all other respects.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be
duly executed in its corporate name as of the [ ]
day of [ ],
2009.
BLYTH,
INC.
By:
___________________________________
Name:
Title:
22
|
BLYTH,
INC.
C/O
PROXY SERVICES
P.O.
BOX 9142
FARMINGDALE,
NY 17735
|
VOTE
BY INTERNET – www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic delivery of information up
until 11:59 P.M. Eastern Time the day before the cut-off date or meeting
date. Have your proxy card in hand when you access the web site and follow
the instructions to obtain your records and to create an electronic voting
instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing
proxy materials, you can consent to receiving all future proxy statements,
proxy cards and annual reports electronically via e-mail or the Internet.
To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE
BY PHONE – 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you call and then follow the
instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided or
return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717.
|
BLYTH,
INC
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
|
Vote
on Proposals
|
For
|
Against
|
Abstain
|
|||||
|
1. Approval
of the amendment of our Restated Certificate of Incorporation to effect a
reverse stock split at one of two split ratios, 1-for-3 or 1-for-4, as
will be selected by our Board of Directors prior to the time of filing a
Certificate of Amendment with the Delaware Secretary of
State.
|
o | o | o | |||||
|
2. Approval
of the amendment of our Restated Certificate of Incorporation to decrease
our total number of authorized shares from 110,000,000 shares to
60,000,000 shares, 50,000,000 shares of which shall be common stock, par
value $0.02 per share, and 10,000,000 shares of which shall be preferred
stock, par value $0.01 per share. This Proposal No. 2 is conditioned on
the approval of Proposal No. 1.
|
o | o | o | |||||
|
The
shares represented by this proxy, when properly executed, will be voted in
the manner directed herein by the undersigned Shareholder(s). If no direction is made, this
proxy will be voted FOR proposals 1 and 2. If any other matters
properly come before the meeting, the person, named in this proxy will
vote in their discretion.
|
||||||||
|
(NOTE: Please sign
exactly as your name(s) appear(s) hereon. All holders must sign. When
signing as attorney, executor, administrator, or other fiduciary, please
give full title as such. Joint owners should each sign personally. If a
corporation, please sign in full corporate name by authorized officer. If
a partnership, please sign in partnership name by authorized
person.)
|
||||||||
|
____________________________
Signature[PLEASE
SIGN WITHIN BOX]
|
______
Date
|
____________________________
Signature(Joint
Owners)
|
_____
Date
|
|||||
BLYTH,
INC.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL
MEETING OF SHAREHOLDERS
January
29, 2009
The
shareholder(s) hereby appoint(s) Robert B. Goergen and Robert H. Barghaus, or
either of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side of this ballot, all of the shares of Common Stock of Blyth, Inc. that the
shareholder(s) is/are entitled to vote at the Special Meeting of Shareholders to
be held at 8:30 a.m. EST on January 29, 2009, at Blyth, Inc., One East Weaver
Street, Greenwich, CT 06831, and any adjournment or postponement
thereof.
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE
VOTED FOR BOTH OF PROPOSALS 1 AND 2.
PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY
ENVELOPE
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE