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. 2)
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14(a)-12
UNIFLEX, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
ROBERT K. SEMEL
--------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement)
Payment of filing fee (check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / 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:(1)
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
----------------
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
/ / 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:
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(4) Date filed:
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-2-
<PAGE>
[LOGO]
UNIFLEX, INC.
383 West John Street, Hicksville, NY 11802
------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 20, 1996
------------------------
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of UNIFLEX,
INC., a Delaware corporation (the "Company"), will be held at the American Stock
Exchange, 86 Trinity Place, 13th floor, New York, New York 10006, on Thursday,
June 20, 1996 at 10:00 A.M., for the following purposes:
1. To elect three members of the Board of Directors for the ensuing three
years;
2. To consider and act upon a proposal to approve the Company's 1996
Outside Directors' Stock Option Plan; and
3. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournments thereof.
Only stockholders of record at the close of business on May 10, 1996, will
be entitled to notice of and to vote at the Annual Meeting.
If you do not expect to attend the Annual Meeting, please sign and mail
promptly the enclosed proxy in order that your shares may be voted. A return
envelope is provided for your convenience.
By Order of the Board of Directors
/s/ Herbert Barry
HERBERT BARRY, Chairman
Dated: Hicksville, New York
May 20, 1996
<PAGE>
UNIFLEX, INC.
383 West John Street - Hicksville, NY 11802
--------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
June 20, 1996
--------------------
This Proxy Statement is furnished to the stockholders of UNIFLEX, INC.
(the "Company"), in connection with the solicitation by the Board of Directors
of the Company of Proxies for the Annual Meeting of Stockholders to be held at
the American Stock Exchange, 86 Trinity Place, 13th Floor, New York, New York
10006, on Thursday, June 20, 1996 at 10:00 A.M. At the Annual Meeting, the
stockholders will be asked to (1) elect three members of the Board of Directors
for the ensuing three years, (2) consider and act upon a proposal to approve the
Company's 1996 Outside Directors' Stock Option Plan and (3) consider and act
upon such other business as may properly come before the Annual Meeting or any
adjournments thereof. This Proxy Statement is being mailed on or about May 20,
1996.
Shares represented by Proxies, in the accompanying form of Proxy, which are
properly executed, duly returned and not revoked, will be voted in accordance
with the instructions contained therein. If no specification is indicated on the
Proxy, the shares represented thereby will be voted (i) for the election of
three members of the Board of Directors for the ensuing three years (Erich
Vetter, Manfred M. Heuman and Martin Brownstein), (ii) to approve the Company's
1996 Outside Directors' Stock Option Plan and (iii) to consider and act upon
such other business as may properly come before the Annual Meeting or any
adjournments thereof. The execution of a Proxy will in no way affect a
stockholder's right to attend the Annual Meeting and vote in person. Any Proxies
executed and returned by a stockholder may be revoked at any time thereafter if
written notice of revocation is given to the Secretary of the Company prior to
the vote to be taken at the Annual Meeting, or by execution of a subsequent
Proxy which is presented to the Annual Meeting; or if the stockholder attends
the Annual Meeting and votes by ballot, except as to any matter or matters upon
which a vote shall have been cast pursuant to the authority conferred by such
Proxy prior to such revocation. Broker "non-votes" and the shares as to which a
stockholder abstains are included for purposes of determining whether a quorum
of shares is present at a meeting. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner. Broker
"non-votes" are not included in the tabulation of the voting results on the
election of directors or issues requiring approval of a majority of the votes
cast and, therefore, do not have the effect of votes in opposition in such
tabulations. Proxies marked as abstaining with respect to the election of
directors and the proposal to adopt the 1996 Outside Directors' Stock Option
Plan will have the effect of a vote against such proposals.
All expenses in connection with this solicitation will be borne by the
Company. It is expected that solicitations will be made primarily by mail, but
regular employees or representatives of the Company may also solicit Proxies by
telephone, telegraph or in person, without additional compensation. The Company
will, upon request, reimburse brokerage houses and persons holding shares in the
names of their nominees for their reasonable expenses in sending solicitation
material to their principals.
VOTING SECURITIES
The voting securities of the Company outstanding on May 10, 1996 consisted
of 2,804,382 shares of common stock entitling the holders thereof to one vote
per share. Stockholders of record as at that date are entitled to notice of and
to vote at the Annual Meeting. A majority of the outstanding shares present in
person or by proxy is required for a quorum.
The following table sets forth the holdings as of May 10, 1996 of the
Directors of the Company, the Chief Executive Officer and the four other most
highly compensated Executive Officers of the Company, of all Directors and
Executive Officers as a group, and of those persons who, to the knowledge of
management, owned beneficially more than 5% of the outstanding shares of common
stock outstanding which such shares represented on that date.
1
<PAGE>
VOTING SECURITY OWNERSHIP OF
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Name and Address Amount and Nature
of of Beneficial Percent
Beneficial Owner Ownership (1) of Class (2)
--------------------------------------------------------------------------------
Warner J. Heuman 311,516 (3,9) 10.2%
383 W. John Street
Hicksville, NY 11802
Herbert Barry 310,484 (4,9) 10.2%
383 W. John Street
Hicksville, NY 11802
Erich Vetter 208,666 (9) 6.9%
383 W. John Street
Hicksville, NY 11802
Robert K. Semel 289,200 (9) 9.5%
383 W. John Street
Hicksville, NY 11802
Kurt Vetter 175,788 (5,9) 5.8%
383 W. John Street
Hicksville, NY 11802
Manfred M. Heuman 281,072 (6,9) 9.2%
383 W. John Street
Hicksville, NY 11802
Martin Brownstein 127,504 (9) 4.2%
383 W. John Street
Hicksville, NY 11802
Martin Gelerman 5,000 (9) *
175 Broad Hollow Road
Melville, NY 11747
Steven Wolosky 13,000 (9) *
505 Park Avenue
New York, New York 10022
Lee Cantor 53,732 (7) 1.8%
383 W. John Street
Hicksville, NY 11802
CMNY Capital, L.P. 212,772 (8) 7.0%
135 East 57th Street
New York, NY 10022
All Directors and Executive Officers 1,775,962 (9) 58.4%
as a group (10 persons)
----------
* Less than 1%
(1) Except as noted, shares are owned individually and of record.
(2) Calculations assume that all stock options held by directors and executive
officers and exercisable within 60 days after May 10, 1996 have been
exercised.
(3) Includes 40,000 shares owned individually and of record by Elaine Heuman,
Warner J. Heuman's wife, and 17,660 shares owned by his children.
(4) Includes 4,100 shares held individually and of record by Betty Lou Barry,
Herbert Barry's wife.
(5) Includes 6,200 shares held individually and of record by Stephanie Vetter,
Kurt Vetter's wife.
(6) Includes 9,600 shares owned by Manfred M. Heuman as custodian for his
grandchildren.
(7) Includes 34,188 shares owned jointly with Melissa Cantor, Lee Cantor's
wife, and 3,896 shares held individually and of record by Melissa Cantor.
(8) Includes 36,608 shares owned by CMCO, Inc., an affiliate of CMNY Capital,
L.P. and 1,964 shares owned by Robert Davidoff. Mr. Davidoff is a general
partner of CMNY Capital, L.P. Information obtained from Schedule 13G dated
February 14, 1994.
(9) Includes shares issuable upon the exercise of currently exercisable stock
options as follows: Warner J. Heuman - 46,000 shares; Herbert Barry -
10,000 shares; Kurt Vetter - 4,000 shares; Erich Vetter - 46,000 shares;
Manfred M. Heuman - 40,000 shares; Robert K. Semel - 70,000 shares; Martin
Gelerman - 1,000 shares; Martin Brownstein - 10,000 shares; Steven Wolosky
- 1,000 shares; Lee Cantor - 8,200 shares.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Article Sixth, Paragraph 1 of the Certificate of Incorporation of the
Company, and Article II, Section 2 of its Amended and Restated By-Laws provide
for the organization of the Board of Directors into three classes. All Directors
are chosen for a full three-year term to succeed those whose terms expire. It is
therefore proposed that three Directors be elected to serve until the Annual
Meeting of Stockholders to be held in 1999 and until their successors are
elected and qualified.
If no contrary instructions are indicated, it is intended that the
accompanying Proxies will be voted for the election of Erich Vetter, Manfred M.
Heuman and Martin Brownstein, the three nominees. The Company does not expect
that any of the nominees listed will be unavailable for election, but if that
should occur before the Annual Meeting, the Proxies may be voted in favor of the
remaining nominees and may also be voted for a substitute nominee or nominees.
The following table sets forth the ages, occupations, terms of office and family
relationships of the Directors and Executive Officers of the Company.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY*
<TABLE>
<CAPTION>
Nature of Any
Term of Family
Present and Office as Relationship With
Prior Positions Director Other Directors or
Name Age With Company Expires Executive Officers
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Warner J. Heuman 71 Chairman Emeritus since January 1997 Manfred M. Heuman - brother
1995; Chairman of the Board, 1971
to January 1995; Director since 1968.
Herbert Barry 59 Chairman of the Board, Chief 1997 None
Executive Officer since January 1995;
President 1971 to January 1995;
Director since 1968.
Erich Vetter 73 Secretary, 1975 to April 1993; 1996 Kurt Vetter - son
Director since 1968.
Robert K. Semel 58 President, Chief Operating Officer 1998 None
since January 1995; Executive Vice
President December 1990 to January
1995; Secretary since April 1993;
Director since December 1990.
Kurt Vetter 52 First Vice President - Engineering since 1998 Erich Vetter - father
January 1995; Vice President -
Engineering 1971 to January 1995;
Director since 1970.
Manfred M. Heuman 83 Treasurer, 1971 to April 1993; 1996 Warner J. Heuman - brother
Director since 1968.
Martin Brownstein 54 Senior Vice President since January 1995; 1996 None
Vice President - Advertising Specialty
Sales 1977 to January 1995;
Director since June 1991.
Martin Gelerman 59 Director since August 1993. Since 1997 None
1990, Mr. Gelerman has been Senior
Vice President of The Olsten Corporation,
a human resources management business
services provider. Prior thereto he was
Chief Executive Officer at Martin-Roche
Associates, Inc., a mid-sized management
consulting firm.
</TABLE>
3
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY*
<TABLE>
<CAPTION>
Nature of Any
Term of Family
Present and Office as Relationship With
Prior Positions Director Other Directors or
Name Age With Company Expires Executive Officers
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Steven Wolosky 40 Director since February 1994. For 1998 None
more than the past five years, Mr.
Wolosky has been a partner of
Olshan Grundman Frome &
Rosenzweig LLP, counsel to the Company.
Mr. Wolosky is also Assistant Secretary
of WHX Corporation, a NYSE listed
company, and a director of Restructuring
Acquisition Corporation.
Lee Cantor 36 Vice President - Sales since January (1) Warner J. Heuman -
1995; Vice President - Advertising father-in-law.
Specialty Sales, January 1993 to Manfred M. Heuman -
January 1995; Sales Manager, 1988 to 1995. uncle.
</TABLE>
----------
* The Directors of the Company, by virtue of certain family relationships and
aggregate stockholdings, may be considered control persons of the Company.
(1) Mr. Cantor is not a director of the Company
None of the Directors or Executive Officers has been involved in material
legal proceedings during the last five years in which he has been a party
adverse to or has had a material interest adverse to the Company.
The Company has a standing Audit Committee, currently comprised of Erich
Vetter, Martin Gelerman and Steven Wolosky (with Warner J. Heuman serving as an
alternate). The Audit Committee met on four occasions during the fiscal year
ended January 31, 1996. The Audit Committee reviews, analyzes and makes
recommendations to the Board of Directors with respect to the Company's
compensation and accounting policies, controls and statements and coordinates
with the Company's independent public accountants. The Company does not have a
standing Nominating Committee or a committee which serves nominating functions.
The Board of Directors held four meetings during the fiscal year ended
January 31, 1996. From time to time, the members of the Board of Directors act
by unanimous written consent pursuant to the laws of the State of Delaware.
The Board of Directors recommends a vote FOR this Proposal.
ADDITIONAL INFORMATION
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Officers, directors and greater than ten percent
shareholders are required by the Commission's regulations to furnish the Company
with copies of all Section 16(a) forms they file.
One report relating to the sale by Erich Vetter of 10,000 shares of Common
Stock was filed late. The transaction was subsequently reported to the
Commission on Form 4.
One report relating to the purchase by Lee Cantor of 250 shares of Common
Stock was filed late. The transaction was subsequently reported to the
Commission on Form 4.
4
<PAGE>
Executive Compensation
Summary of Cash and Certain Other Compensation
The following table sets forth, for the fiscal years indicated, all
compensation awarded to, earned by or paid to the chief executive officer
("CEO") of the Company (Mr. Herbert Barry, the Chairman of the Board and Chief
Executive Officer of the Company) and the four most highly compensated executive
officers of the Company other than the CEO whose salary and bonus exceeded
$100,000 with respect to the fiscal year ended January 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
----------------------------------------- -------------
Annual Compensation Awards
Other Annual All Other
Name and Compensation Options Compensation
Principal Position Year Salary ($) Bonus ($) ($) (1) (#) ($) (2)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Herbert Barry 1996 426,708 37,000 - - 1,788
Chairman of the Board, 1995 371,044 62,000 - - 1,766
Chief Executive Officer 1994 329,757 25,000 - 16,000 896
Robert K. Semel 1996 267,864 145,150 35,300 (3) - 1,788
President, 1995 234,776 132,500 36,485 (3) - 1,766
Chief Operating Officer 1994 185,997 50,000 37,500 (3) 10,000 761
Martin Brownstein 1996 463,565 11,000 - - 1,788
Senior Vice President - 1995 427,143 10,000 - - 1,766
Advertising Specialty Sales 1994 391,107 7,500 - - 896
Lee Cantor 1996 260,700 8,188 - - 1,788
Vice President - 1995 190,007 6,250 - 200 1,766
Sales 1994 181,717 5,100 - - 896
Kurt Vetter 1996 151,278 16,500 - 200 1,788
First Vice President - 1995 140,512 15,000 - - 1,766
Engineering 1994 133,138 12,500 - - 878
</TABLE>
(1) With the exception of Mr. Semel, perquisites and other personal benefits,
securities or property to each executive officer did not exceed the lesser
of $50,000 or 10% of such executive's salary and bonus.
(2) Amounts shown reflect Company contributions to 401(k) Plan.
(3) Includes $35,300 of forgiveness of principal and interest due during fiscal
1996, $36,485 of forgiveness of principal and interest due during fiscal
1995 and $37,500 of forgiveness of principal and interest due during fiscal
1994 under a loan made by the Company in connection with Mr. Semel's
employment which is required to be repaid over a seven-year period through
1998.
The following table sets forth certain information regarding stock option
grants made to each of the Executive Officers named in the Summary Compensation
Table during the fiscal year ended January 31, 1996.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
-------------------------------------------------------------- Value of Assumed Annual
% of Total Rates of Stock Price
Options Appreciation for Option
Granted to Exercise or Term (1)
Options Employees in Base Price Expiration -------- -------
Name Granted (#) Fiscal Year ($/sh) Date 5% ($) 10% ($)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kurt Vetter 200 (2) 16.7% 7.25 10/31/99 400 912
</TABLE>
(1) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior
to the expiration of their term, assuming the specified compounded rates of
appreciation of the Company's Common Stock over the term of the options.
(2) No part of such option is currently exercisable. The option may be
exercised on or after October 31, 1996.
5
<PAGE>
The following table sets forth certain information regarding stock option
exercises by each of the Executive Officers named in the Summary Compensation
Table during the fiscal year ended January 31, 1996 and unexercised stock
options held by such Executive Officers as of January 31, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised in-the-Money
Options at Options at
January 31, January 31,
1996(#) 1996($)(#)
Shares
Aquired on Value Exercisable / Exercisable /
Name Exercise(#) Realized($) Unexercisable Unexercisable
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Herbert Barry 156,000 1,077,180 20,666/5,334 157,659/37,311
Martin Brownstein 108,000 758,000 10,000/0 83,050/0
Robert K. Semel 0 0 90,666/3,334 759,249/23,231
Lee Cantor 0 0 8,200/0 67,198/0
Kurt Vetter 160,000 1,148,800 4,000/200 30,980/375
</TABLE>
----------
(1) On January 31, 1996, the last reported sales price of the Company's Common
Stock as reported by the American Stock Exchange was $9.125 per share.
Board of Directors Compensation
The Company pays each non-employee Director a fee of $500 for each Board of
Directors' meeting attended.
Long-Term Incentive and Pension Plans.
The Company does not have any long-term incentive or defined benefit
pension plans.
Employment Agreements
Mr. Herbert Barry is employed under an employment agreement expiring
January 31, 2001 which provides for Mr. Barry to be paid (i) a base salary of
$110,000 per annum with yearly increases of $12,000, (ii) a sum equal to 1% of
all of the Company's sales subject to certain limitations and (iii) regular
commissions computed in accordance with the Company's usual practice on all
sales which he generates. In addition, Mr. Barry will receive a profit incentive
cash bonus based upon the consolidated pre-tax profits of the Company.
Mr. Robert K. Semel is employed under an employment agreement expiring
January 31, 2001 which provides for (i) annual compensation of $275,000 until
January 31, 1997 and provides for increases in annual compensation in each of
the remaining years of his employment agreement, (ii) a profit incentive bonus
based upon the consolidated pre-tax profits of the Company and (iii) a sales
incentive bonus based upon the consolidated net sales of the Company, subject to
certain limitations, in excess of $30 million (other than net sales for which
Mr. Herbert Barry is not entitled to an override commission) of the Company.
The Company has an employment agreement with Martin Brownstein expiring on
January 31, 1998 providing for Mr. Brownstein to be paid (a) commissions at the
Company's standard commission rates then in effect on all sales of the Company's
products which he generates plus (b) commissions of 1% of all Advertising
Specialty Institute Directory sales up to and including $1,500,000 and 11/4 % of
all such sales in excess of $1,500,000. The employment agreement is subject to a
one year renewal at the end of the current term at the option of Mr. Brownstein.
The Company has an employment agreement with Lee Cantor, currently expiring
on October 31, 1996. The employment agreement is subject to an automatic one
year renewal at the end of the current term or any renewal thereof unless either
the Company or Mr. Cantor gives a termination notice at least 90 days prior to
the expiration of the then current term. Pursuant to the provisions of the
employment agreement, Mr. Cantor is paid a salary of $475 per week and
commissions at the Company's standard commission rates then in effect on all
sales of the Company's products which he generates.
6
<PAGE>
The Company had an employment agreement with Kurt Vetter that expired on
January 31, 1996, but which has been extended pending the execution of a new
employment agreement, providing for Mr. Vetter to be paid $143,000 during fiscal
1996.
In addition, the Company has entered into deferred compensation, and
amended and restated employment, consulting and non-competition agreements with
each of Warner J. Heuman, Erich Vetter and Manfred Heuman dated as of April 28,
1991, which provide that after termination of the employment agreement, each
shall be engaged as a consultant for a period of seven years thereafter. Mr.
Manfred Heuman retired in July 1992, Mr. Erich Vetter retired in February 1993
and Mr. Warner Heuman retired in January 1995. In addition, each shall be
entitled to deferred compensation benefits for the balance of his lifetime, and
certain death and other fringe benefits.
Board of Directors Interlocks and Insider Participation in Compensation
Decisions
Other than Messrs. Gelerman and Wolosky, all of the members of the Board of
Directors were officers or former officers of the Company during the fiscal year
ended January 31, 1996 and participated in the decisions of the Company's Board
of Directors concerning executive officer compensation. However, each Director
abstained from decisions concerning his own compensation.
Indebtedness of Management
As of May 1, 1996, Robert K. Semel, a Director and President of the Company
was indebted to the Company in the amount of $42,128 by reason of a loan made by
the Company to him on December 21, 1990 in the original principal amount of
$198,000. The largest amount outstanding since February 1, 1995 was $77,428. The
loan matures December 20, 1998, and is repayable in seven equal annual
installments of principal, which commenced on December 21, 1991, together with
interest at the rate of 8.66% per annum. Mr. Semel's obligations to make each of
the payments (including interest) under the loan shall be forgiven by the
Company on a payment by payment basis as long as he, as of the date on which any
such installment payment is due, remains an employee of the Company and is not
in actual default of his obligations under his employment agreement with the
Company. The loan was made to Mr. Semel in connection with the purchase by him
of 180,000 shares of the Company's common stock and as inducement to him to join
the employ of the Company.
Board of Directors Report on Executive Compensation
General
The Board of Directors determines the cash and other incentive
compensation, if any, to be paid to the Company's Executive Officers and key
employees.
Compensation Philosophy
The Board of Directors' executive compensation philosophy is to base
management's pay, in part, on the achievement of the Company's annual and
long-term performance goals by (a) setting levels of compensation designed to
attract and hold superior executives in a competitive business environment, (b)
providing incentive compensation that varies directly with the Company's
financial performance and individual initiative and achievement, (c) linking
compensation to the Company's annual and long-term performance, (d) evaluating
the competitiveness of executive compensation programs based upon information
drawn from a variety of sources, and (e) establishing salary levels and bonuses
intended to be consistent with competitive practice and level of responsibility,
with salary increases and bonuses reflecting competitive trends, the overall
financial performance of the Company, the performance of the individual
executive and the contractual arrangements that may be in effect with the
individual executive. Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), prohibits a publicly held corporation, such as the
Company, from claiming a deduction on its federal income tax return for
compensation in excess of $1 million paid for a given fiscal year to the chief
executive officer (or person acting in that capacity) at the close of the
corporation's fiscal year and the four most highly compensated officers of the
corporation, other than the chief executive officer, at the end of the
corporation's fiscal year. The $1 million compensation deduction limitation does
not apply to "performance-based compensation." The Internal Revenue Service
issued proposed regulations on December 15, 1993 which give some guidance to
publicly held companies about how to qualify compensatory plans to meet the
"performance-based compensation" requirements. However, the final regulations
are not expected to be issued until at least later this year. The Company has
not established a policy with regard to Section 162(m) of the Code since the
Company has not and does not currently anticipate paying compensation in excess
of $1 million per annum to any employee.
7
<PAGE>
Salaries
Salaries for the Company's Executive Officers are determined by the terms
of their employment contracts and by evaluating the responsibilities of the
position held and the experience of the individual, and by reference to the
competitive marketplace for management talent, including a comparison of base
salaries for comparable positions within the Company's industries. Annual salary
adjustments are determined consistent with the Company's compensation policy by
the terms of the employment contracts and by evaluating the competitive
marketplace, the performance of the Company, the performance of the executive
particularly with respect to the ability to manage growth of the Company or to
generate sales of the Company's products, length of service to the Company and
any increased responsibilities assumed by the executive.
Annual Bonuses and Incentive Compensation
The Company from time to time considers the payment of bonuses to its
Executive Officers although no formal plan currently exists. Bonuses would be
determined based, first, upon the level of achievement by the Company of its
strategic and operating goals and, second, upon the level of personal
achievement by participants. The achievement of personal goals includes the
actual performance of the Company for which the Executive Officer has
responsibility as compared to the planned performance thereof, the ability to
manage and motivate reporting employees and the achievement of assigned
projects. Bonuses are determined annually after the close of each fiscal year.
In connection with increased net sales, net income and stockholders' equity for
the fiscal year ended January 31, 1996, the Company awarded bonuses to Messrs.
Brownstein, Cantor and Kurt Vetter in the amounts of $11,000, $8,188 and
$16,500, respectively.
Compensation of Chief Executive Officer
Mr. Barry's salary of $426,708 during the fiscal year ended January 31,
1996 was based upon the terms of his then current employment agreement and the
factors described in the "Salaries" paragraph above. Mr. Barry's prior
employment agreement provided that his compensation was determined largely by
commission income from sales generated by the Company and Mr. Barry, in addition
to a fixed base annual salary of $40,000 to cover administrative duties. Mr.
Barry received a bonus of $37,000 during the fiscal year ended January 31, 1996
which was based upon his efforts in leading the Company to the achievement of
improved financial results, in particular, the increase in net sales for the
fiscal year ended January 31, 1996 to $31,510,000 compared to $30,133,000 for
the fiscal year ended January 31, 1995 (an increase of 4.6%) and net income of
$1,459,000 for the fiscal year ended January 31, 1996 as compared to net income
of $1,166,000 in the prior comparable period (an increase of 25.1%). In
addition, stockholders' equity at January 31, 1996 was $10,245,000 an increase
of $2,960,000, or 40.6%, over stockholders' equity at January 31, 1995.
Mr. Barry's compensation is believed to be in the medium range compared to
salaries received by chief executive officers of other plastic bag
manufacturers. This range represents the Company's best estimate as there is
limited information available on the salary levels of chief executive officers
of the Company's competitors.
Stock Options
During the fiscal year ended January 31, 1996, the Board of Directors
awarded stock options to purchase 200 shares of Common Stock to Kurt Vetter. See
"Option Grants In Last Fiscal" above. The exercise price of such options was
equal to the fair market value of the Company's Common Stock on the date of
grant. No other Executive Officer named in the Summary Compensation Table was
awarded stock options during the fiscal year ended January 31, 1996. It is the
philosophy of the Board of Directors that stock options should be awarded only
to key employees of the Company to promote long-term interests between such
employees and the Company's stockholders and to assist in the retention of such
employees.
BOARD OF DIRECTORS: Herbert Barry
Martin Brownstein
Martin Gelerman
Manfred M. Heuman
Warner J. Heuman
Robert K. Semel
Erich Vetter
Kurt Vetter
Steven Wolosky
8
<PAGE>
Performance Graph
The following graph compares, for each of the fiscal years indicated, the
yearly percentage change in the Company's cumulative total stockholder return on
its common stock with the cumulative total return of (a) the AMEX Market Index,
a broad equity market index, and (b) the Media General ("MG") Group Index, a
plastic packaging materials industry index, in each case assuming reinvestment
of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL
RETURN AMONG UNIFLEX, INC., AMEX MARKET INDEX
AND MG GROUP INDEX
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
FISCAL YEAR ENDING
------------------------------------------------------------------------------------------
COMPANY 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
UNIFLEX INC 100 160.00 380.00 840.00 940.00 1460.00
INDUSTRY INDEX 100 158.20 165.62 190.99 168.19 210.44
BROAD MARKET 100 123.29 121.08 144.58 126.18 161.74
</TABLE>
Employee Benefits
The Company adopted a qualified profit-sharing plan in January, 1976 and
all of its employees (other than employees who are subject to a union or
collective bargaining agreement) are eligible to participate after completing
six months of continuous service and attaining age 21. The Company is not
required to make any minimum contributions and any contributions will be from
current or accumulated earnings and will not exceed the maximum amount
deductible by the Company under applicable provisions of the Internal Revenue
Code.
Participants may elect (but are not required) to contribute up to 10% of
their compensation. In general, the benefits payable to a participant from
contributions by the Company become fully vested at the earliest of (1) the
participant's normal retirement date, (2) the participant's earlier retirement
date if he has completed ten years of participation in the plan, or (3) the
participant's completion of fifteen years of service beginning on the effective
date of the plan; provided that partial vesting of benefits begins upon
completion of five years of service beginning on the effective date of the plan.
Effective February 1, 1990, the Company established a defined contribution
benefit plan pursuant to Section 401(k) of the Internal Revenue Code (the
"401(k) Plan"). Full-time employees who have completed twelve months of service
may contribute a percentage of their salaries to the 401(k) Plan, subject to
certain limits. The Company will match 20 percent of the employee's contribution
up to six percent of the employee's salary. The Company's contributions vest at
the rate of 20 percent per year of employment. During the fiscal year ended
January 31, 1996, the Company contributed $28,985 to the 401(k) Plan.
9
<PAGE>
PROPOSAL NO. 2
APPROVAL OF 1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
General
The Board of Directors has unanimously approved for submission to a vote of
the stockholders a proposal to approve the 1996 Outside Directors' Stock Option
Plan of the Company (the "Outside Directors' Plan") as set forth in Appendix A
to this Proxy Statement. This discussion is qualified in its entirety by
reference to Appendix A. The purpose of the Outside Directors' Plan is to secure
for the Company and its stockholders the benefits arising from stock ownership
by its Outside Directors. The Outside Directors' Plan will provide a means
whereby such Outside Directors may purchase shares of Common Stock pursuant to
options granted in accordance with the Outside Directors' Plan. Any Outside
Director of the Company who is not, and has not been, a full or part-time
employee thereof shall be eligible to participate in the Outside Directors' Plan
(each an "Outside Director").
Admission of the Outside Directors' Plan
The Outside Directors' Plan is administered by the Board of Directors,
which shall have full and complete authority to adopt such rules and regulations
and to make all such other determinations not inconsistent with the Outside
Directors' Plan as may be necessary for the administration thereof.
The Board of Directors is authorized to amend, suspend or terminate the
Outside Directors' Plan, except that it is not authorized without stockholder
approval (except with regard to adjustments resulting from changes in
capitalization) to (i) increase the maximum number of shares that may be issued
pursuant to the exercise of options granted under the Outside Directors' Plan;
(ii) change the minimum price per share at which an option may be exercised
pursuant to the Outside Directors' Plan; (iii) increase the maximum term of any
option granted under the Outside Directors' Plan; or (iv) permit the granting of
options to anyone other than as provided in the Outside Directors' Plan.
Unless the Outside Directors' Plan is terminated earlier by the Board of
Directors, it will terminate on May 16, 2006.
Common Stock Subject to the Outside Directors' Plan
The shares of Common Stock to be issued under the Outside Directors' Plan
may be either authorized but unissued shares or reacquired shares. The number of
shares of Common Stock available under the Outside Directors' Plan will be
subject to adjustment to prevent dilution in the event of a stock split,
combination of shares, stock dividend or certain other events. If an option
granted under the Outside Directors' Plan, or any portion thereof, shall expire
or terminate for any reason without having been exercised in full, the
unpurchased shares of Common Stock covered by such option shall be available for
future grants of options.
The Outside Directors' Plan, as proposed, would authorize the issuance of a
maximum of 60,000 shares of Common Stock, subject to adjustment, pursuant to the
exercise of options granted thereunder. As of the date of this Proxy Statement
no options are outstanding under the Outside Directors' Plan.
Grant of Options
Subject to stockholder approval, each current Outside Director (Messrs.
Gelerman and Wolosky) shall receive the grant of an option to purchase 3,000
shares of Common Stock on June 20, 1996. To the extent that shares of Common
Stock remain available for the grant of options under Outside Directors' Plan,
each year on the date of the Company's annual meeting of stockholders, each
Outside Director shall be granted an option to purchase 3,000 shares of Common
Stock.
Vesting of Options
Options granted under the Outside Director's Plan are exercisable in three
equal installments beginning on the first anniversary of the date of grant and
subject to such terms and conditions as shall be determined by the Board of
Directors at grant; provided, however, that in the case of an Outside Director's
death or Permanent Disability (as defined in the Outside Directors' Plan), the
options held thereby will become immediately exercisable, unless a longer
vesting period is otherwise determined by the Board of Directors at grant. The
Board of Directors may waive any installment exercise provision at any time in
whole or in part based on performance and/or such other factors as the Board of
Directors may determine in its sole discretion; provided, however, that no
option shall be exercisable until stockholder approval of the Outside Directors'
Plan shall have been obtained.
10
<PAGE>
Option Price
The exercise price of each option is the Fair Market Value (as hereinafter
defined) for each share of Common Stock subject to an option. Fair Market Value
means the closing sales price of the Common Stock as quoted on the American
Stock Exchange on the date of grant of any option. If the Common Stock is not
quoted on the American Stock Exchange, Fair Market Value shall be deemed to be
the average of the closing bid and asked prices of the Common Stock in the
over-the-counter market on the date of grant.
Terms of Options
The term of each option shall be 10 years from the date of grant, subject
to early termination by the Board of Directors. The Outside Directors' Plan also
provides for the earlier termination of options in the event an Outside
Director's membership on the Board of Directors terminates.
Transferability; Termination of Directorship
All options granted under the Outside Directors' Plan are non-transferable
and non-assignable except by will or by the laws of decent and distribution and
may be exercised during an Outside Director's lifetime only by such Outside
Director, his guardian or legal representative. If an Outside Director's
membership on the Board of Directors terminates for any reason other than cause,
including death of such Outside Director, an option held on the date of
termination may be exercised in whole or in part at any time within one year
after the date of such termination (but in no event after the term of such
option expires) and shall thereafter terminate. If an Outside Director's
membership on the Board of Directors is terminated for cause, which
determination shall be made by the Board of Directors, options held by such
Outside Director shall terminate concurrently with termination of membership.
Required Vote
The affirmative vote of the holders of a majority of the shares of Common
Stock present, in person or by proxy, is required for approval of the Outside
Directors' Plan.
The Board of Directors recommends a vote FOR approval of the 1996 Outside
Directors' Stock Option Plan.
STOCKHOLDER PROPOSALS
To the extent required by law, any stockholder proposal intended for
presentation at next year's annual stockholders' meeting must be received at the
Company's principal executive offices prior to January 21, 1997.
OTHER MATTERS
So far as it is known, there is no business other than that described above
to be presented for action by the stockholders at the forthcoming Annual
Meeting, but it is intended that Proxies will be voted upon any other matters
and proposals that may legally come before the Annual Meeting, or any
adjustments thereof, in accordance with the discretion of the persons named
therein.
The Annual Report for the fiscal year ended January 31, 1996, including
financial statements, is being mailed herewith. If, for any reason, you did not
receive your copy of the Annual Report, please advise the Company and another
will be sent to you.
By Order of the Board of Directors
HERBERT BARRY, Chairman
Dated: Hicksville, New York
May 20, 1996
The Company will furnish, without charge, a copy of its Annual Report on
Form 10-K (without exhibits) for the fiscal year ended January 31, 1996 (as
filed with the Securities and Exchange Commission) to stockholders of record as
of May 10, 1996 who make written request to Robert Gugliotta, Vice
President-Finance and Treasurer, Uniflex, Inc., 383 West John Street,
Hicksville, New York 11802.
11
<PAGE>
APPENDIX A
UNIFLEX, INC.
1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
ARTICLE I
PURPOSE
The purpose of the Uniflex, Inc. 1996 Outside Directors' Stock Option Plan
(the "Plan") is to secure for Uniflex, Inc. and its stockholders the benefits
arising from stock ownership by its Outside Directors. The Plan will provide a
means whereby such Outside Directors may purchase shares of the common stock,
$.10 par value, of Uniflex, Inc. pursuant to options granted in accordance with
the Plan.
ARTICLE II
DEFINITIONS
The following capitalized terms used in the Plan shall have the respective
meanings set forth in this Article:
2.1 "Board" shall mean the Board of Directors of Uniflex, Inc.
2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.3 "Company" shall mean Uniflex, Inc. and any of its Subsidiaries.
2.4 "Director" shall mean any person who is a member of the Board of
Directors of the Company.
2.5 "Outside Director" shall mean any Director who is neither a present nor
past employee of the Company or a Subsidiary of the Company.
2.6 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
2.7 "Exercise Price" shall mean the price per Share at which an Option may
be exercised.
2.8 "Fair Market Value" of the Shares means the closing price of publicly
traded Shares on the national securities exchange on which the Shares are listed
on the Grant Date (if the Shares are so listed) or on the Nasdaq National Market
on the Grant Date (if the Shares are regularly quoted on the Nasdaq National
Market), or, if not so listed or regularly quoted, the mean between the closing
bid and asked prices of publicly traded Shares in the over-the-counter market on
the Grant Date, or, if such bid and asked prices shall not be available, as
reported by any nationally recognized quotation service selected by the Company
on the Grant Date, or as determined by the Board in a manner consistent with the
provisions of the Code.
2.9 "Grant Date" shall mean the Initial Grant Date and any Subsequent Grant
Date.
2.10 "Initial Grant Date" shall mean June 20, 1996.
2.11 "Option" shall mean an Option to purchase Shares granted pursuant to
the Plan.
2.12 "Option Agreement" shall mean the written agreement described in
Article VI herein.
2.13 "Permanent Disability" shall mean the condition of an Outside Director
who is unable to participate as a member of the Board by reason of any medically
determined physical or mental impairment that can be expected to result in death
or which can be expected to last for a continuous period of not less than 12
months.
2.14 "Purchase Price" shall be the Exercise Price multiplied by the number
of whole Shares with respect to an Option may be exercised.
2.15 "Securities Act" shall mean the Securities Act of 1933, as amended.
2.16 "Shares" shall mean shares of common stock, $.10 par value, of the
Company.
2.17 "Subsequent Grant Date" shall mean any Grant Date other than the
Initial Grant Date.
2.18 "Subsidiaries" shall have the meaning provided in Section 425(f) of
the Code.
12
<PAGE>
ARTICLE III
ADMINISTRATION
3.1 General. This Plan shall be administered by the Board in accordance
with the express provisions of this Plan.
3.2 Powers of the Board. The Board shall have full and complete authority
to adopt such rules and regulations and to make all such other determinations
not inconsistent with the Plan as may be necessary for the administration of the
Plan.
ARTICLE IV
SHARES SUBJECT TO PLAN
Subject to adjustment in accordance with Article IX, an aggregate of 60,000
Shares is reserved for issuance under this Plan. Shares sold under this Plan may
be either authorized but unissued Shares or reacquired Shares. If an Option, or
any portion thereof, shall expire or terminate for any reason without having
been exercised in full, the unpurchased Shares covered by such Option shall be
available for future grants of Option.
ARTICLE V
GRANTS
5.1 Initial Grants. On the Initial Grant Date, each Outside Director shall
receive the grant of an option to purchase 3,000 Shares. If an Outside Director
was granted an option as of the date the Board approved the Plan, then such
grant is subject to shareholder approval of the Plan.
5.2 Subsequent Grants. To the extent that Shares remain available for the
grant of Options under the Plan, each year on the date of the Company's annual
meeting of stockholders, each Outside Director shall be granted an Option to
purchase 3,000 Shares.
5.3 Adjustment of Grants. The number of Shares set forth in Section 5.1 and
5.2 as to which Options shall be granted shall be subject to adjustment as
provided in Section 9.1 hereof.
5.4 Compliance With Rule 16b-3. The terms for the grant of Options to an
Outside Director may only be changed if permitted under Rule 16b-3 under the
Exchange Act and, accordingly, the formula for the grant of Options may not be
changed or otherwise modified more than once in any six month period, other than
to comport with changes in the Code, the Employee Retirement Income Security
Act, or the rules and regulations thereunder.
ARTICLE VI
TERMS OF OPTION
Each Option shall be evidenced by a written Option Agreement executed by
the Company and the Outside Director which shall specify the Grant Date, the
number of Shares subject to the Option, the Exercise Price and shall also
include or incorporate by reference the substance of all of the following
provisions and such other provisions consistent with this Plan as the Board may
determine.
6.1 Term. The term of each Option shall be 10 years from the Grant Date
thereof, subject to earlier termination in accordance with Articles VI and X.
6.2 Restriction on Exercise. Options shall be exercisable in three equal
installments beginning on the first anniversary of the Initial Grant Date or any
Subsequent Grant Date and subject to such terms and conditions as shall be
determined by the Board at grant, provided, however, that in the case of the
Outside Director's death or Permanent Disability, the Options held by him will
become immediately exercisable, unless a longer vesting period is otherwise
determined by the Board at grant. The Board may waive any installment exercise
provision at any time in whole or in part based on performance and/or such other
factors as the Board may determine in its sold discretion, provided, however,
that no Option shall be exercisable until more than six months have elapsed from
the Grant Date and; provided, further that no Option will be exercisable until
stockholder approval of the Plan shall have been obtained.
6.3 Exercise Price. The Exercise Price for each Share subject to an Option
shall be the Fair Market Value of the Share as determined in Section 2.8 herein.
6.4 Manner of Exercise. An Option shall be exercised in accordance with its
terms, by delivery of a written notice of exercise to the Company, and payment
of the full purchase price of the Shares being purchased. An Outside Director
may exercise an Option with respect to all or less than all of the Shares for
which the Option may then be exercised, but a Director must exercise the Option
in full Shares.
13
<PAGE>
6.5 Payment. The Purchase Price of Shares purchased pursuant to an Option
or portion thereof, may be paid:
(a) in United States Dollars, in cash or by check, bank draft or money
order payable to the Company;
(b) at the discretion of the Board by delivery of Shares already owned
by an Outside Director with an aggregate Fair Market Value on the date of
exercise equal to the Purchase Price, subject to the provisions of Section 16(b)
of the Exchange Act; and
(c) through the written election of the Outside Director to have Shares
withheld by the Company from the Shares otherwise to be received with such
withheld Shares having an aggregate Fair Market Value on the date of exercise
equal to the Purchase Price.
6.6 Transferability. No Option shall be transferable otherwise than by will
or the laws of descent and distribution, and an Option shall be exercisable
during the Outside Director's lifetime only by the Outside Director, his
guardian or legal representative.
6.7 Termination of Membership on the Board. If an Outside Director's
membership on the Board terminates for any reason other than cause, including
the death of an Outside Director, an Option held on the date of termination may
be exercised in whole or in part at any time within one (1) year after the date
of such termination (but in no event after the term of the Option expires) and
shall thereafter terminate. If an Outside Director's membership on the Board is
terminated for cause, which determination shall be made by the Board, Options
held by him shall terminate concurrently with termination of membership.
ARTICLE VII
GOVERNMENT AND OTHER REGULATIONS
7.1 Delivery of Shares. The obligation of the Company to issue or transfer
and deliver Shares for exercised Options under the Plan shall be subject to all
applicable laws, regulations, rules, orders and approvals which shall then be in
effect.
7.2 Holding of Stock After Exercise of Option. The Option Agreement shall
provide that the Outside Director, by accepting such Option, represents and
agrees, for the Outside Director and his permitted transferees hereunder that
none of the Shares purchased upon exercise of the Option shall be acquired with
a view to any sale, transfer or distribution of the Shares in violation of the
Securities Act and the person exercising an Option shall furnish evidence
satisfactory to that Company to that effect, including an indemnification of the
Company in the event of any violation of the Act by such person. Notwithstanding
the foregoing, the Company in its sole discretion may register under the Act the
Shares issuable upon exercise of the Options under the Plan.
ARTICLE VIII
WITHHOLDING TAX
The Company may in its discretion, require an Outside Director to pay to
the Company, at the time of exercise of an Option an amount that the Company
deems necessary to satisfy its obligations to withhold federal, state or local
income or other taxes (which for purposes of this Article includes an Outside
Director's FICA obligation) incurred by reason of such exercise. When the
exercise of an Option does not give rise to the obligation to withhold federal
income taxes on the date of exercise, the Company may, in its discretion,
require an Outside Director to place Shares purchased under the Option in escrow
for the benefit of the Company until such time as federal income tax withholding
is required on amounts included in the Outside Director's gross income as a
result of the exercise of an Option. At such time, the Company, in its
discretion, may require an Outside Director to pay to the Company an amount that
the Company deems necessary to satisfy its obligation to withhold federal, state
or local taxes incurred by reason of the exercise of the Option, in which case
the Shares will be released from escrow upon such payment by an Outside
Director.
ARTICLE IX
ADJUSTMENT
9.1 Proportionate Adjustments. If the outstanding Shares are increased,
decreased, changed into or exchanged into a different number of kind of Shares
or securities of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, an appropriate and proportionate adjustment shall be made
to the maximum number and kind of Shares as to which Options may be granted
under this Plan. A corresponding adjustment changing the number or kind of
Shares allocated to unexercised Options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding Options shall be made without change in the
Purchase Price applicable to the unexercised portion of the Option with a
corresponding adjustment in the Exercise Price of the Shares covered by the
Option. Notwithstanding the foregoing, there shall be no adjustment for the
adjustment for the issuance of Shares on conversion of notes, preferred stock or
exercise of warrants or Shares issued by the Board for such consideration as the
Board deems appropriate.
14
<PAGE>
9.2 Dissolution or Liquidation. Upon the dissolution or liquidation of the
Company, or upon a reorganization, merger or consolidation of the Company with
one or more corporations as a result of which the Company is not the surviving
corporation, or upon a sale of substantially all of the property or more than
80% of the then outstanding Shares of the Company to another corporation, the
Company shall give to each Outside Director at the time of adoption of the plan
for liquidation, dissolution, merger or sale either (1) a reasonable time
thereafter within which to exercise the Option prior to the effective date of
such liquidation or dissolution, merger or sale, or (2) the right to exercise
the Option as to an equivalent number of Shares of stock of the corporation
succeeding the Company or acquiring its business by reason of such liquidation,
dissolution, merger, consolidation or reorganization.
ARTICLE X
AMENDMENT OR TERMINATION OF PLAN
10.1 Amendments. The Board may at any time amend or revise the terms of the
Plan, provided no such amendment or revision shall, unless appropriate
shareholder approval of such amendment or revision is obtained:
(a) increase the maximum number of Shares which may be sold pursuant to
Options granted under the Plan, except as permitted under the provisions of
Article IX;
(b) change the minimum Exercise Price set forth in Article VI;
(c) increase the maximum term of Options provided for in Article VI; or
(d) permit the granting of Options to anyone other than as provided in
Article V.
10.2 Termination. The Board at any time may suspend or terminate this Plan.
This Plan, unless sooner terminated, shall terminate on the tenth (10th)
anniversary of its adoption by the Board. Termination of the Plan shall not
affect Options previously granted thereunder. No Option may be granted under
this Plan while this Plan is suspended or after it is terminated.
10.3 Consent of Holder. No amendment, suspension or termination of the Plan
shall, without the consent of the holder of Options, alter or impair any rights
or obligations under any Option theretofore granted under the Plan.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 Privilege of Stock Ownership. No Outside Director entitled to exercise
any Option granted under the Plan shall have any of the rights or privileges of
a shareholder of the Company with respect to any Shares issuable upon exercise
of an Option until certificates representing the Shares shall have been issued
and delivered.
11.2 Plan Expenses. Any expenses incurred in the administration of the Plan
shall be borne by the Company.
11.3 Use of Proceeds. Payments received from an Outside Director upon the
exercise of Options shall be used for general corporate purposes of the Company.
11.4 Governing Law. The Plan has been adopted under the laws of the State
of Delaware. The Plan and all Options which may be granted hereunder and all
matters related thereto, shall be governed by and construed and enforceable in
accordance with the laws of the State of Delaware as it then exists.
ARTICLE XII
STOCKHOLDER APPROVAL
This Plan is subject to approval, at a duly held stockholders' meeting
within 12 months after the date the Board approves this Plan, by the affirmative
vote of holders of a majority of the voting Shares of the Company represented in
person or by proxy and entitled to vote at the meeting. Options may be granted,
but not exercised, before such shareholder approval is obtained. If the
stockholders fail to approve the Plan within the required time period, any
Options granted under this Plan shall be void, and no additional Options may
thereafter be granted.
15
<PAGE>
UNIFLEX, INC.
Proxy Solicited on Behalf of the Board of Directors of the Company
for Annual Meeting on June 20, 1996
The undersigned hereby appoints Herbert Barry and Robert K. Semel and either of
them, with power in each to vote in the absence of the other, as the Proxy
Agents for the undersigned, with full power of attorney and substitution and
with all the powers the undersigned would possess if personally present, to vote
all the Common Stock of the undersigned in Uniflex, Inc. at the Annual Meeting
of Stockholders scheduled to be held on June 20, 1996 at 10:00 A.M. and at all
adjournments thereof.
(1) Election of three Directors as recommended in Management's Proxy Statement:
Nominees: Erich Vetter, Manfred M. Heuman and Martin Brownstein
/ / VOTE FOR the nominees listed, except as marked to the contrary above
(if any). (To withhold your vote for any individual nominee strike a
line through the nominee's name set forth above.)
/ / VOTE WITHHELD for all nominees.
(2) Approval of 1996 Outside Directors' Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
(3) In their discretion, upon such other business as may properly come before
the Annual Meeting.
<PAGE>
The shares represented by this Proxy will be voted in accordance with the
instructions given. If no such instructions are given, the shares represented by
the Proxy will be voted FOR all nominees in Proposal 1 and for the approval of
the 1996 Outside Directors' Stock Option Plan. Discretionary authority is
granted the Proxy Agent as to other matters that may come before the Annual
Meeting. Management knows of no such other matters. Receipt of the Uniflex, Inc.
Proxy Statement is hereby acknowledged. All proxies heretofore signed by the
undersigned are hereby revoked.
Date: This Day of 1996
----------------------- -----------------------------------
----------------------------------------
Signature(s) of Stockholder(s)
----------------------------------------
Please sign exactly as name appears at
left. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. Corporations are requested to sign
their name by their President or
authorized officer All joint owners
should sign.
This Proxy should be returned to:
UNIFLEX, INC. - P.O. Box 9004 - 383 West John St., Hicksville, New York 11802
