SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
/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 Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
/ / Fee paid previously with preliminary materials:
<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:
- --------------------------------------------------------------------------------
(4) Date Filed:
-2-
<PAGE>
[LOGO]
UNIFLEX, INC.
383 West John Street, Hicksville, NY 11802
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 20, 1997
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 Friday, June 20, 1997 at 10:00 A.M., for the following purposes:
1. To elect three members of the Board of Directors for the
ensuing three years; and
2. 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 9, 1997,
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
HERBERT BARRY, Chairman
Dated: Hicksville, New York
May 20, 1997
<PAGE>
UNIFLEX, INC.
383 West John Street - Hicksville, NY 11802
--------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
June 20, 1997
--------------------------
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 Friday, June 20, 1997 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 and (2) to 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, 1997.
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
(Herbert Barry, Warner J. Heuman and Martin Gelerman) and (ii) 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
<PAGE>
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 will have the effect of a vote against such proposal.
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 9, 1997
consisted of 4,293,868 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 9, 1997 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.
-3-
<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 467,274(3,10) 10.2%
383 W. John Street
Hicksville, NY 11802
Herbert Barry 470,490(4,10) 10.2%
383 W. John Street
Hicksville, NY 11802
Erich Vetter 312,999(10) 6.8%
383 W. John Street
Hicksville, NY 11802
Robert K. Semel 433,950(5,10) 9.4%
383 W. John Street
Hicksville, NY 11802
Kurt Vetter 252,980(6,10) 5.5%
383 W. John Street
Hicksville, NY 11802
Manfred M. Heuman 353,252(7,10) 7.7%
530 E. 76th Street
New York, New York 10021
Martin Brownstein 196,256(10) 4.3%
383 W. John Street
Hicksville, NY 11802
Martin Gelerman 3,000(10) *
445 Broad Hollow Road
Melville, NY 11747
Steven Wolosky 9,000(10) *
505 Park Avenue
New York, New York 10022
Lee Cantor 80,598(8) 1.8%
383 W. John Street
Hicksville, NY 11802
CMNY Capital, L.P. 305,158(9) 6.6%
135 East 57th Street
New York, NY 10022
All Directors and Executive 2,226,547(10) 48.5%
Officers as a group (9
persons)
- --------------------
-4-
<PAGE>
* 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 9, 1997
have been exercised.
(3) Includes 60,000 shares owned individually and of record by Elaine
Heuman, Warner J. Heuman's wife, and 26,490 shares owned by his
children.
(4) Includes 34,914 shares held individually and of record by Betty Lou
Barry, Herbert Barry's wife.
(5) Includes 150 shares held individually and of record by Fran Semel,
Robert K. Semel's wife, as custodian for her son.
(6) Includes 9,300 shares held individually and of record by Stephanie
Vetter, Kurt Vetter's wife.
(7) Includes 14,400 shares owned by Manfred M. Heuman as custodian for his
grandchildren.
(8) Includes 51,282 shares owned jointly with Melissa Cantor, Lee Cantor's
wife, and 5,844 shares held individually and of record by Melissa
Cantor.
(9) Includes 54,912 shares owned by CMCO, Inc., an affiliate of CMNY
Capital, L.P. and 2,946 shares owned by Robert Davidoff. Mr. Davidoff
is a general partner of CMNY Capital, L.P.
(10) Includes shares issuable upon the exercise of currently exercisable
stock options as follows: Warner J. Heuman - 69,000 shares; Herbert
Barry - 15,000 shares; Kurt Vetter - 6,300 shares; Erich Vetter -
69,000 shares; Manfred M. Heuman - 17,755 shares; Robert K. Semel -
105,000 shares; Martin Gelerman - 3,000 shares; Martin Brownstein -
20,000 shares; Steven Wolosky - 3,000 shares; Lee Cantor - 9,300
shares.
-5-
<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 2000 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 Herbert Barry, Warner J.
Heuman and Martin Gelerman, 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 72 Chairman Emeritus 1997 Lee Cantor -
since January son-in-law
1995; Chairman of
the Board, 1971
to January 1995;
Director since
1968.
Herbert Barry 60 Chairman of the 1997 None
Board, Chief
Executive Officer
since January
1995; President
1971 to January
1995; Director
since 1968.
-6-
</TABLE>
<PAGE>
<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>
Erich Vetter 74 Secretary, 1975 1999 Kurt Vetter - son
to April 1993;
Director since
1968.
Robert K. Semel 59 President, Chief 1998 None
Operating Officer
since January
1995; Executive
Vice President
December 1990 to
January 1995;
Secretary since
April 1993;
Director since
December 1990.
Mr. Semel is also
a director of
Pentech
International,
Inc.
Kurt Vetter 53 First Vice 1998 Erich Vetter-father
President -
Engineering since
January 1995;
Vice President-
Engineering 1971
to January 1995;
Director since 1970.
Martin Brownstein 55 Senior Vice 1999 None
President since
January 1995;
Vice President-
Advertising
Specialty Sales
1977 to January
1995; Director
since June 1991.
-7-
</TABLE>
<PAGE>
<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>
Martin Gelerman 60 Director since 1997 None
August 1993.
Since February
1997, Mr.
Gelerman has been
President, Human
Resource
Consulting Group,
and Director,
Corporate
Development, of
Lloyd Creative
Staffing Inc.
From 1990 to
October 1996, Mr.
Gelerman was
Senior Vice
President of The
Olsten
Corporation.
Steven Wolosky 41 Director since 1998 None
February 1994.
For 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.
</TABLE>
-8-
<PAGE>
<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>
Lee Cantor 37 Vice President - (1) Warner J. Heuman -
Sales since father-in-law.
January 1995;
Vice President
Advertising
Specialty Sales,
January 1993 to
January 1995;
Sales Manager,
1988 to 1995.
</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
three occasions during the fiscal year ended January 31, 1997. 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 three meetings during the fiscal
year ended January 31, 1997. 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.
-9-
<PAGE>
ADDITIONAL INFORMATION
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
$100,000 with respect to the fiscal year ended January 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual Compensation Awards
-------------------------------- -------------------
All Other
Name and Options Compensation
Principal Position YEAR SALARY($) BONUS($) (#) ($)(1)
- ----------------------------- ---- --------- -------- ------------------- ------------------
<S> <C> <C> <C> <C> <C>
Herbert Barry 1997 648,101 160,155 -- 1,900
Chairman of the Board, 1996 426,708 37,000 -- 1,788
Chief Executive Officer 1995 371,044 62,000 -- 1,766
Robert K. Semel 1997 307,126 237,465 -- 1,900
President, 1996 267,864 145,150 -- 1,788
Chief Operating Officer 1995 234,776 132,500 -- 1,766
Martin Brownstein 1997 455,598 12,000 15,000 1,900
Senior Vice President- 1996 463,565 11,000 -- 1,788
Advertising Specialty 1995 427,143 10,000 -- 1,766
Sales
Lee Cantor 1997 264,756 10,781 -- 1,900
Vice President- 1996 260,700 8,188 -- 1,788
Sales 1995 190,007 6,250 -- 1,766
Kurt Vetter 1997 160,000 17,500 -- 1,900
First Vice President- 1996 151,278 16,500 -- 1,788
Engineering 1995 140,512 15,000 -- 1,766
</TABLE>
- ----------------
(1) Amounts shown reflect Company contributions to 401(k) Plan.
The following table sets forth certain information regarding stock
option grants made to each of the Executive Officers named in
-10-
<PAGE>
the Summary Compensation Table during the fiscal year ended January 31, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------
Potential Realizable
Value of Assumed Annual
Rates of Stock Price
% of Total Appreciation for Option
Options Term(1)
Granted to Exercise or ----------------------------
Options Employees in Base Price Expiration
Name Granted(#)(2) Fiscal Year ($/sh)(2) Date 5%($) 10%($)
- ---- ----------------------- -------------- ------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Martin Brownstein 5,000 13.3% $5.50 01/31/00 $5,550 $11,850
5,000(3) 13.3% $5.50 01/31/01 7,200 15,800
5,000(4) 13.3% $5.50 01/31/02 8,950 20,150
</TABLE>
(1) The potential realizable value portion of the foregoing table
illustrates value that might be realized upon exercise of the options
immediately prior to the expiration of their term, assuming the
specified compounded rates of appreciation of the Company's Common
Stock over the term of the options.
(2) Adjusted to give effect to a 50% stock dividend paid in October 1996.
(3) No part of such options are currently exercisable. The options may be
exercised after February 1, 1998.
(4) No part of such options are currently exercisable. The options may be
exercised after February 1, 1999.
The following table sets forth certain information regarding stock
option exercises by each of the Executive Officers named in the Summary
Compensation Table during the fiscal year ended January 31, 1997 and unexercised
stock options held by such Executive Officers as of January 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised in-the-Money
Options at Options at
January 31, January 31,
1997(#) 1997 ($)(1)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#)(2) Realized($) Unexercisable Unexercisable
- ---- ------------------ ----------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Herbert Barry 24,000 113,335 15,000/0 108,000/0
Martin Brownstein 0 0 15,000/15,000 108,000/33,750
Robert K. Semel 36,000 160,320 105,000/0 758,250/0
Lee Cantor 0 0 9,300/0 66,051/0
Kurt Vetter 0 0 6,300/0 41,856/0
</TABLE>
- -----------------
(1) On January 31, 1997, the last reported sales price of the Company's
Common Stock as reported by the American Stock Exchange was $7.75 per
share.
(2) Adjusted to give effect to a 50% stock dividend paid in October 1996.
-11-
<PAGE>
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 current annual
base salary of $122,000 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 receives 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 $300,000 until
January 31, 1998 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 equal to 1% of the
Company's sales to companies listed in the Advertising Specialty Institute
Directory up to and including $1,500,000 and 1 1/4% 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, 1997. 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
-12-
<PAGE>
then in effect on all sales of the Company's products which he generates.
The Company had an employment agreement with Kurt Vetter that expired
on January 31, 1997, but which has been extended pending the execution of a new
employment agreement, providing for Mr. Vetter to be paid $160,000 during fiscal
1997.
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 and Erich Vetter 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. 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, 1997 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.
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
-13-
<PAGE>
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
Company has not yet established a policy with regard to Section 162(m) of the
Code since the Company has not paid compensation in excess of $1 million per
annum to any employee.
Salaries
Salaries for the Company's Executive Officers are determined by the
terms of their employment contracts which are based upon the factors described
in the "Compensation Philosophy" paragraph above. 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, 1997, the Company awarded bonuses to Messrs.
Brownstein, Cantor and Kurt Vetter in the amounts of $12,000, $10,781 and
$17,500, respectively.
-14-
<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Mr. Barry's compensation during the fiscal year ended January 31, 1997
was based upon the terms of his employment agreement which is weighted heavily
toward performance criteria. Mr. Barry received a base salary of $110,000 for
the fiscal year ended January 31, 1997 and his total compensation was a result
of the increase in sales and net income of the Company during the fiscal year.
Net sales and net income for the fiscal year ended January 31, 1997 were Company
records. Net sales were $34,467,000 compared to $31,510,000 for the fiscal year
ended January 31, 1996, an increase of 9.4%. Net income was $1,916,938 compared
to $1,459,000 for the year ended January 3, 1996, an increase of 31.4%. The
Company's financial success and Mr. Barry's compensation is attributable to Mr.
Barry's leadership in providing strategic direction to the Company, in
positioning the Company to take advantage of emerging growth opportunities, in
developing and maintaining an effective management team for the Company and in
communicating and implementing a strong corporate culture and vision within and
outside the Company.
STOCK OPTIONS
During the fiscal year ended January 31, 1997, the Board of Directors
awarded stock options to purchase 15,000 shares of Common Stock to Martin
Brownstein. See "Option Grants In Last Fiscal Year" 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, 1997.
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
Warner J. Heuman
Robert K. Semel
Erich Vetter
Kurt Vetter
Steven Wolosky
-15-
<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
- -------------------------------FISCAL YEAR ENDING-------------------------------
COMPANY 1992 1993 1994 1995 1996 1997
UNIFLEX INC 100 237.50 525.01 587.50 912.50 1161.92
INDUSTRY INDEX 100 104.69 120.72 106.31 133.02 208.14
BROAD MARKET 100 98.21 117.27 102.35 131.19 141.19
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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, 1997, the Company contributed $39,819 to the
401(k) 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 20, 1998.
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.
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The Annual Report for the fiscal year ended January 31, 1997, 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, 1997
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, 1997 (as
filed with the Securities and Exchange Commission) to stockholders of record as
of May 9, 1997 who make written request to Robert Gugliotta, Vice
President-Finance and Treasurer, Uniflex, Inc., 383 West John Street,
Hicksville, New York 11802.
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<PAGE>
UNIFLEX, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR ANNUAL
MEETING ON JUNE 20, 1997
The undersigned hereby appoints Robert K. Semel and Kurt Vetter 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, 1997 at 10:00 A.M. and at all
adjournments thereof.
(1) Election of three Directors as recommended in Management's Proxy
Statement:
Nominees: Herbert Barry, Warner J. Heuman and Martin Gelerman
/ / 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) In their discretion, upon such other business as may properly come before
the Annual Meeting.
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. 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 _______ 1997
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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
