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
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
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Room Plus, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
ROOM PLUS, INC.
91 Michigan Avenue
Paterson, New Jersey 07503
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY JULY 3, 1997
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TO THE SHAREHOLDERS OF ROOM PLUS, INC.
NOTICE IS HEREBY GIVEN that the Annual Shareholders Meeting of Room Plus, Inc.
(the "Company") will be held at the offices of the Company at 91 Michigan
Avenue, Paterson, New Jersey 07503 on Thursday, July 3, 1997 at 10:00 A.M.
Eastern Daylight Savings Time, for the purpose of considering the voting upon:
1. A proposal to elect seven directors of the Company to serve until
the next Annual Meeting of Shareholders and until their successors are duly
elected and qualified.
2. A proposal to ratify the appointment of Ehrenkrantz Sterling &
Co., L.L.C. as the independent public accountants for the Company for the
fiscal year ending December 31, 1997.
3. Such other business as may properly come before the meeting and
any adjournment thereof.
These items are more fully described in the attached Proxy Statement, which is
hereby made a part of this notice. Only shareholders of record at the close of
business on Monday, May 26, 1997 are entitled to notice of and to vote at the
meeting or any adjournments thereof.
By order of the Board of Directors
Theodore Shapiro
Corporate Secretary
June 2, 1997
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IMPORTANT
Whether or not you expect to be present at the meeting, PLEASE FILL IN, SIGN,
DATE AND MAIL THE ENCLOSED PROXY as promptly as possible in order to save the
Company further solicitation expense. Shareholders of record attending the
meeting may revoke their proxies at that time and personally vote all matters
under consideration. There is an addressed envelope enclosed with the Proxy
for which no postage is required if mailed in the United States.
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<PAGE>
ROOM PLUS, INC.
----------------------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 3, 1997
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This Proxy Statement is furnished to the shareholders of Room Plus, Inc.
(the "Company") in connection with the solicitation of proxies by the Board of
Directors of the Company to be voted at the 1997 Annual Meeting of
Shareholders (the "Annual Meeting") and at any adjournments thereof. The
Annual Meeting will be held at the offices of the Company at 91 Michigan
Avenue, Paterson, New Jersey at 10:00 A.M. Eastern Daylight Savings Time on
Thursday, July 3, 1997.
The approximate date on which this Proxy Statement and the accompanying
Proxy Card are first being set or given to shareholders is June 2, 1997.
VOTING
General
The securities which can be voted at the Annual Meeting consist of Common
Stock of the Company, $.00133 par value per share, with each share entitling
its owner to one vote on each matter submitted to the shareholders. The record
date for determining the holders of Common Stock who are entitled to notice of
and to vote at the Annual Meeting was May 26, 1997. On the record date,
4,385,000 shares of Common Stock were outstanding and eligible to be voted at
the Annual Meeting.
Quorum and Vote Required
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock of the Company is necessary to constitute a quorum at
the Annual Meeting. Directors will be elected by a plurality of the votes of
the shares represented in person or by proxy at the Annual Meeting. Under New
York law, abstentions and broker non- votes will not have the effect of votes
in opposition to a nominee, and, therefore, will not affect the outcome of
such matter. Approval of all other matters which come before the Annual
Meeting, including the ratification of the appointment of Ehrenkrantz Sterling
& Co., L.L.C. as independent auditors for the current fiscal year, will
require the affirmative vote of the holders of a majority of the shares of
Common Stock represented in person or by proxy at the Annual Meeting.
Voting by Proxy
In voting by proxy with regard to the election of Directors, shareholders
may vote in favor of all nominees, withhold their votes as to all nominees, or
withhold their votes as to specific nominees. Shareholders should specify
their choices on the accompanying Proxy Card. All properly executed Proxy
Cards delivered by shareholders of the Company and not revoked will be voted
at the Annual Meeting in accordance with the directions given. If no specific
instructions are given with regard to the matters to be voted upon, the shares
represented by a signed Proxy Card will be voted "FOR" the election of all
Directors, and to ratify the appointment of Ehrenkrantz Sterling & Co., L.L.C.
as the independent public accountants for the Company for the fiscal year
ending December 31, 1997. If any other matters properly come before the Annual
Meeting, the persons named as proxies will vote upon such matters according to
their judgment.
Any shareholder delivering a proxy has the power to revoke it at any time
before it is voted by giving written notice to the Secretary of the Company,
by executing and delivering to the Secretary of the Company a Proxy Card
bearing a later date, or by voting in person at the Annual Meeting.
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In addition to soliciting proxies through the mail, the Company may
solicit proxies through its Directors and employees in person or by telephone.
Brokerage firms, nominees, custodians and fiduciaries also may be requested to
forward proxy materials to beneficial owners of shares held of record by them.
All expenses incurred in connection with the solicitation of proxies will be
borne by the Company.
ELECTION OF DIRECTORS
Seven Directors are to be elected at the Annual Meeting, each to hold
office until the next annual meeting of shareholders and until a successor is
elected and qualified. It is the intention of the persons named in the
enclosed form of proxy to vote, if authorized, the proxies for the election as
Directors the seven persons named below as nominees. All of the nominees are
current Directors of the Company. Each of the nominees has agreed to serve as
a Director, if elected, and the Company believes that each nominee will be
able to serve. However, if any nominee declines or is unable to serve as a
Director, the persons named as proxies reserve full discretion to vote for the
election of any other person as a substitute.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO
ELECT THE SEVEN NOMINEES LISTED BELOW AS DIRECTORS OF THE COMPANY.
The following table sets forth certain information for each nominee for
election as a Director.
<TABLE>
<CAPTION>
Director
Name Age Principal occupation Since
- ---- --- -------------------- -----
<S> <C> <C> <C>
Marc Zucker 49 Marc Zucker has been the Chairman of the 1995
Board and Chief Executive Officer of the
Company since March 1995. He was co-
founder of RPF Holding and was its
president from 1982 until its merger with
Bunk Trunk in March 1995. In addition, he
was Vice Presi- dent and General Manager
of Bunk Trunk from its inception in 1984
until the merger with RPF Holding. Prior
to that, Mr. Zucker worked in other areas
of the retail furniture business for 10
years.
Allan Socher 47 Allan Socher has been the President, 1995
Director of Marketing and a Director of
the Company since March 1995. Mr. Socher
is also the Company's spokesperson in its
extensive television commercials. He was a
Vice-President, Secretary and co-founder
of RPF Holding from 1982 until its merger
with Bunk Trunk in March 1995 and was a
Vice- President and Secretary of Bunk
Trunk from its inception in 1984 until the
merger with RPF Holding. Prior to that,
Mr. Socher worked in other areas of the
retail furniture business for 10 years.
Theodore Shapiro 62 Theodore Shapiro has been the Executive 1995
Vice President, Director of Manufacturing
and a Director of the Company since March
1995. He was one of the original founders
of Bunk Trunk in 1982 and was its
President from inception until the merger
with RPF Holding in March 1995. Mr.
Shapiro had worked in the retail furniture
business for over 12 years before founding
his own retail furniture chain, Mr.
Sandman Furniture, in 1960.
2
<PAGE>
Director
Name Age Principal occupation Since
- ---- --- -------------------- -----
Edmund J. McCormick, Jr. 55 Edmund J. McCormick, Jr. has been a 1995
Director of the Company since March 1995.
He has been the Chairman of McCormick &
Company, an international management
consulting firm, since 1985.
Alan Hirschfeld 45 Alan Hirschfeld has been a Director of the 1996
Company since December 1996. Since 1987 he
has been the Executive Vice President, Chief
Financial Officer and a Director of IVC
Industries, Inc., a publicly traded company
that manufactures and distributes vitamins
and nutritional supplements. Prior to that,
Mr. Hirschfeld was a partner in Grossman,
Brown, Weinberg & Lawson, certified public
accountants
Alan Granetz 52 Alan Granetz has been a Director of the 1996
Company since December 1996. Since 1968 he
has been the Vice President of Granetz Group,
a holding company for real estate ventures
and retail and commercial furniture sales.
From 1988 to the present, Mr. Granetz has
also been the Executive Director of the
Metropolitan Furnishings Association of
New Jersey.
Frank Terzo 37 Frank Terzo has been a Director of the 1996
Company since December 1996. He was founder
of the New York retail clothing chain,
Nicholas Flynn Men's Club, from 1983 until
1988. From 1987 to May 1996 Mr. Terzo was a
registered representative with a number of
different NASD member firms. He is currently
President of Small Cap. Consulting
International, Inc., a consulting and
investment advisory company which also
invests in small capital market companies.
Mr. Terzo was elected a member of the Board
pursuant to the right of the underwriter of
the Company's IPO to designate one member of
the Board until November 1999, subject to the
Company's good faith approval.
</TABLE>
Mr. Zucker and Mr. Socher are brothers-in-law and Mr. Shapiro is the uncle of
their spouses.
MEETINGS OF THE BOARD OF DIRECTORS
AND DIRECTOR COMPENSATION
Director Compensation
Outside Directors of the Company are currently entitled to receive
$500 for attendance at each Board meeting. Non- officer members of the audit
committee and the compensation committee are also entitled to receive $500 for
attendance at each committee meeting.
3
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Meetings of Board
The Board of Directors held two meetings after the date of the company's
initial public offering in November 1996. All of the Directors attended such
meetings.
Committees
In December 1996 the Board created an audit committee, initially consisting
of Alan Hirschfeld and Frank Terzo. Such committee has the authority to consult
with the Company's officers regarding the appointment of independent public
accountants as auditors, discuss the scope of the auditor's examination, review
financial statements and make recommendations to the Board relating to such
matters. There were no meetings of the audit committee held in 1996.
In December 1996 the Board also created a compensation committee, initially
consisting of Alan Hirschfeld, Edmund McCormick and Marc Zucker. Such committee
has the authority to review, approve and recommend to the Board the compensation
of and the terms and conditions of incentive bonus plans or stock option plans
applicable to corporate officers and key management personnel and to review and
approve any employment contracts between the Company and its corporate officers
and key management personnel. There were no meetings of the compensation
committee held in 1996.
EXECUTIVE OFFICERS
Executive Officers are elected by the Board of Directors and serve until
their successors are chosen and qualified and may be removed at any time by the
affirmative vote of a majority of the Board of Directors. The executive officers
of the Company as of May 15, 1997 are listed below:
Name Age Position with Company
---- --- ---------------------
Marc Zucker 49 Chairman of the Board and Chief Executive Officer
Allan Socher 47 President, Director of Marketing
Theodore Shapiro 62 Executive Vice President, Director of Manufacturing
William Halpern 42 Chief Financial Officer
For information on the business experience of Messrs. Zucker, Socher and
Shapiro see "Election of Directors" above.
William Halpern, CPA, has been the Chief Financial Officer of the Company
since March 1995. Prior to that, Mr. Halpern was Chief Financial Officer of Bunk
Trunk and RPF Holding from December 1989 until their merger in March 1995. Prior
to that, he served for over 12 years in diversified financial positions with
several corporations, including Xerox Corporation, Colt Industries and Household
International. He holds a BA degree in accounting from Brooklyn College.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock by each person or group
that is known by the Company to be the beneficial owner of more than 5% of its
outstanding Common Stock, each Director of the Company, each person named in
the Summary Compensation Table, and all Directors and executive officers of
the Company as a group as of May 15, 1997. Unless otherwise indicated, the
Company believes that the persons named in the table below, based on
information furnished by such owners, have sole voting and investment power
with respect to the Common Stock beneficially owned by them, subject to
community property laws, where applicable.
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<PAGE>
Number of Shares of Percent Ownership
Name and Address of Common Stock of Common Stock
Beneficial Owner Beneficially Owned Outstanding
- ------------------------------- ------------------ -----------------
Marc Zucker 701,668(1) 16%
91 Michigan Avenue
Paterson, NJ 07503
Allan Socher 701,666(2) 16%
91 Michigan Avenue
Paterson, NJ 07503
Theodore Shapiro 701,666(3) 16%
91 Michigan Avenue
Paterson, NJ 07503
Edmund J. McCormick, Jr. 70,000(4) 1.6%
91 Michigan Avenue
Paterson, NJ 07503
Frank Terzo 490,000(5) 11.4%
26 Tunnel Street
Floral Park, NY 11011
Alan Hirschfeld 2,000 0%
500 Hallsmill Road
Freehold, NJ 07728
Alan Granetz 0 0%
205 West Main Street
Somerville, NJ 08876
Swan Alley (Nominees) Limited(6) 775,000(7) 17.7%
40 Queen Street
London ECR IDD England
Kirlin Holding Corp. 234,687(8) 5.4%
6901 Jericho Turnpike
Syosset, NY 11791
All Directors and Officers as a Group 2,667,000(9) 60.8%
(7 Persons)
- --------------
(1) Includes currently exercisable warrants to purchase 250,000 shares of
Common Stock.
(2) Includes currently exercisable warrants to purchase 250,000 shares of
Common Stock.
(3) Includes currently exercisable warrants to purchase 250,000 shares of
Common Stock.
(4) Includes currently exercisable options to purchase 25,000 shares of Common
Stock.
(5) Includes currently exercisable warrants of Small Cap. Consulting
International, Inc. to purchase 240,000 shares of Common Stock. Frank Terzo
is the President, sole director and sole stockholder of Small Cap.
Consulting International, Inc.
(6) Swan Alley (Nominees) Limited is an entity formed to acquire and hold
securities for customers of Astaire & Partners Limited ("Astaire"), a
member of the London Stock Exchange. Based upon information provided to the
Company by Astaire, none of the customers of Astaire is the beneficial
owner of more than 5% of the Company's outstanding Common Stock.
(7) Includes currently exercisable warrants to purchase 500,000 shares of
Common Stock.
5
<PAGE>
(8) Includes (i) 219,375 shares of Common Stock owned by Kirlin Holding Corp.
and its wholly owned subsidiary, Kirlin Securities, Inc. (collectively,
"Kirlin"), (ii) 5,312 shares of Common Stock owned by David Lindner, the
Chief Executive Officer of Kirlin, and (iii) currently exercisable warrants
to purchase 10,000 shares of Common Stock.
(9) Includes an aggregate of 1,015,000 shares of Common Stock issuable upon
exercise of outstanding options and warrants.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid by the Company
to, as well as any other compensation paid to or earned by, the Chairman and
Chief Executive Officer of the Company and those executive officers compensated
at or greater than $100,000 for services rendered to the Company in all
capacities during the fiscal year ended December 31, 1996.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name of Individual ---------------------------
and Principal Position Year Salary Bonus
- ---------------------- ---- ------ -----
Marc Zucker
Chairman, Chief Executive Officer............... 1996 $125,000 $42,500
Allan Socher
President and Director of Marketing............. 1996 $125,000 $43,159
Theodore Shapiro
Executive Vice President and Director
of Manufacturing.............................. 1996 $125,000 $42,800
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements effective June 30, 1995,
as amended on August 1, 1996, with each of Marc Zucker, Allan Socher and
Theodore Shapiro (the "Principals"). Pursuant to each employment agreement,
Messrs. Zucker, Socher and Shapiro will act as Chairman and Chief Executive
Officer, President and Director of Marketing, and Executive Vice President and
Director of Manufacturing, respectively, and each will be entitled to receive,
among other things, (a) a salary of $125,000 per annum, (b) such further sum by
way of bonus or otherwise as determined by the Compensation Committee of the
Board, or if no such committee is established by the Board, the entire Board, in
each year of the employment agreement, and (c) pension contributions as set
forth in any future plan adopted by the Company.
In addition, pursuant to their employment agreements, Allan Socher is
entitled to a performance bonus of .75% of revenues and Marc Zucker and Theodore
Shapiro are each entitled to a performance bonus of 1.5% of gross profit.
Each employment agreement shall continue unless terminated by the Company
for cause, as described in such employment agreement, or terminated by not less
than three (3) years written notice if given by the Company or not less than
three (3) months written notice if given by the respective Principal.
In the event any person shall become beneficially entitled to 50% plus one
share or more of the issued and outstanding Common Stock of the Company pursuant
to an offer, the terms of which are not recommended by the Board,
6
<PAGE>
each of the Principals shall be permitted to terminate his employment agreement
within one week of the completion of the change in control or such later date as
may be agreed upon by such Principal and the Company. In the event of such
termination, the Principal shall be entitled to payment from the Company of an
amount calculated in accordance with the provisions of his employment agreement.
For a period of one year following the termination of each employment
agreement, such Principal shall not solicit or endeavor to entice away any
employee, director or agent of the Company or any entity affiliated with the
Company. In addition, such Principal may not, at any time after the termination
of the employment agreement, use the names or slogans "Room Plus", "Just 'Round
the Corner" or "A LOT OF LIVING in a Little Space" or any similar name for the
purpose of a business competing with the Company or any entity affiliated with
the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases its manufacturing facility located in Paterson, New
Jersey from M&S Realty Company, which is owned by Theodore Shapiro, a director
and the Executive Vice President and Director of Manufacturing of the Company.
The leases for the facility expire May 31, 1999 (subject to extension at the
option of the Company) and provide for an annual rental of approximately
$281,000.
In fiscal year 1994, the Company advanced $158,488 on open account to the
three principals of the Company, Marc Zucker, Allan Socher and Theodore Shapiro.
Such advances were non-interest bearing and increased the total net amount
receivable to the Company from the three principals to $373,410. At December 31,
1995, the three principals' aggregate indebtedness to the Company had been
reduced to $118,945 as a result of net payments to the Company by the principals
aggregating $254,465 during fiscal year 1995. At December 31, 1996, the three
principals' aggregate indebtedness to the Company increased by $106,747 to
$225,692. Such increase consisted of additional advances to the principals in
the amount of $90,711 and accrued interest in the amount of $16,036. In January
1997, the principals repaid $39,600 to the Company, bringing an aggregate
balance of $186,092. Such balance bears interest at the rate of 8% per annum and
matures in January 1998.
During 1995, the Company agreed to pay $150,000 to the owner of a
commercial property in which the Company had previously leased retail showroom
space in settlement of claims in respect of unpaid rent and related items. In
connection with such settlements, Messrs. Zucker and Socher, who had been
members of the partnership that owned such commercial property, transferred
their interests in such partnership to the remaining partner in exchange
for a release of certain claims against them.
Retail Media Plus was incorporated by the three principals of the Company
in June 1995. Retail Media Plus places all of the Company's advertising and
passes through any cost savings to the Company. For fiscal year 1995 and 1996,
the Company reimbursed Retail Media Plus $65,695 and approximately $1,069,246
respectively, for advertising costs.
In 1995, as partial payment for consulting and advisory services to the
Company, the three principals of the Company contributed an aggregate of 50,000
shares of Common Stock to Edmund J. McCormick, a director of the Company, which
shares were valued at $1.00 per share for purposes of the Company's financial
statements. In addition, the Company paid Mr. McCormick $15,400 for such
services. In June 1995 the Company issued options (the "McCormick" Options") to
McCormick & Company in connection with an agreement for payment of consultant
and advisory services. Edmund J. McCormick is the sole stockholder of McCormick
& Company. The McCormick Options consist of the right to purchase up to 25,000
shares of Common Stock at any time at a purchase price of $3.00 per share.
In June 1996, Edmund J. McCormick lent the Company $25,000 in connection
with the Company's $150,000 bridge loan. Such loan bore interest at the rate of
13% per annum and was paid in full in the first quarter of 1997. Mr. McCormick
also received 3,334 shares of Common Stock in connection with his participation
in the bridge financing. Mr. McCormick is also a party to a consulting agreement
with the Company pursuant to which he makes recommendations aimed at reducing
the Company's operating costs. Pursuant to such consulting agreement, Mr.
McCormick was entitled to receive 10% of any cost savings realized by the
Company in its manufacturing process during the period of September 1, 1995 to
November 1, 1996. The amount of such cost savings totaled $909,370, and,
accordingly, Mr. McCormick was paid $90,937 as required by the consulting
agreement.
7
<PAGE>
In June 1995, Mark Rubin, a stockholder of the Company, became a consultant
to the Company. As compensation for these services under his consulting
agreement, as amended, Mr. Rubin receives $3,000 per month, of which $1,000 per
month has not yet been paid, and in June 1995, he received the Rubin Warrant to
purchase 56,250 shares of Common Stock at $2.00 per share. In connection with an
extension of the consulting agreement until June 1997, subject to the Company's
right to terminate such agreement after December 1996. Mr. Rubin received 50,000
shares of Common Stock, which shares were valued at $.80 per share (the price of
the stock sold in the 1996 Private Placement) for financial accounting purposes.
Kirlin acted as a placement agent in the 1995 Private Placement and
received a placement agent commission of $100,000 plus the Kirlin Warrant which
Kirlin sold to Swan Alley (Nominees) Limited and Small Cap. Consulting
International, Inc.
In July 1996, Frank Terzo became a consultant to the Company. Under his
consulting agreement, which is for a term of three years, Mr. Terzo received a
cash payment of $25,000 and 250,000 shares of Common Stock, which shares were
valued at $.80 per share (the price of the stock sold in the 1996 Private
Placement) for financial accounting purposes. Mr. Terzo became a director of the
Company in December 1996.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
The Securities Exchange Act of 1934 requires that the Company's executive
officers, Directors, and any persons owning more than 10% of a class of the
Company's stock to file certain reports of ownership and changes in ownership
with the Securities and Exchange Commission (the "SEC"). Copies of these reports
must also be furnished to the Company.
Based solely on a review of copies of all reports filed with the SEC and
representations of certain officers, Directors and shareholders holding more
than 10% of the Company's Common Stock, the Company believes that Frank Terzo
and Alan Granetz, Directors of the Company, each filed one late Form 3 for the
fiscal year ended December 31, 1996.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company has engaged Ehrenkrantz Sterling & Co., L.L.C., a certified
public accountant having its offices in Roseland, New Jersey as the Company's
independent public accountants, for the Company's fiscal year ended December 31,
1997. Ehrenkrantz and Company, who merged with Ehrenkrantz Sterling & Co.,
L.L.C. as of January 1, 1997, audited the Company's financial statements for the
fiscal years ended December 31, 1995 through December 31, 1996. It is
anticipated that representatives of such firm will be present at the Annual
Meeting, will have an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO
RATIFY THE SELECTION OF EHRENKRANTZ STERLING & CO., L.L.C. AS THE INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31,
1997.
8
<PAGE>
SHAREHOLDERS PROPOSALS FOR THE 1998 ANNUAL MEETING
Shareholders who may wish to present proposals for inclusion in the
Company's proxy materials and for consideration at the 1998 Annual Meeting of
Shareholders must submit such proposals in writing to the Secretary of the
Company in accordance with all applicable rules and regulations of the SEC for
receipt by the Company no later than February 2, 1998.
ANNUAL REPORT AND FORM 10-KSB
ADDITIONAL COPIES OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1996 AND COPIES OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE TO SHAREHOLDERS WITHOUT
CHARGE UPON WRITTEN REQUEST ADDRESSED TO: ROOM PLUS, INC., 91 MICHIGAN AVENUE,
PATERSON, NEW JERSEY 07503, ATTN: CORPORATE SECRETARY.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
matters which will be presented for consideration at the Annual Meeting other
than the proposals set forth in this Proxy Statement. If any other matters
properly come before the meeting, it is intended that the persons named in the
Proxy will act in respect thereof in accordance with their best judgment.
By order of the Board of Directors
Theodore Shapiro
Corporate Secretary
Paterson, New Jersey
June 2, 1997
9
<PAGE>
APPENDIX A
ADMISSION TICKET
Annual Meeting of
ROOM PLUS, INC.
Thursday, July 3, 1997
10:00 A.M.
Please Detach and Mail in the Envelope Provided
- ------------------------------------------------------------------------------
A [X] Please mark your |-- |
votes as in this | |
example. |_____
FOR ALL WITHHOLD
NOMINEES
1. Election of
Directors. [ ] [ ]
FOR, except vote withheld from the following
nominees:
- ----------------------------------------------
The Board of Directors recommends a vote FOR the nominees
and FOR the approval of the Independent auditors.
Nominees: Marc Zucker
Allan Socher
Theodore Shapiro
Edmund J. McCormick, Jr.
Alan Hirschfeld
Alan Granetz
Frank Terzo
FOR AGAINST ABSTAIN
2. Approval of Ehrenkrantz Sterling & Co., L.L.C.
as independent auditors for fiscal 1997. [ ] [ ] [ ]
Change of Address [ ]
I plan to attend the meeting [ ]
I do not plan to attend the meeting [ ]
SIGNATURE(S) _____________________ _________________________ DATE__________
Note: Please sign exactly as your name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full titles as such.
<PAGE>
ROOM PLUS, INC.
The undersigned hereby appoints MARC ZUCKER and ALLAN SOCHER, or either of
them individually, with full power of substitution, to act as proxy and to
represent the undersigned at the 1997 annual meeting of shareholders and to
vote all shares of common stock of Room Plus, Inc. which the undersigned is
entitled to vote and would possess if personally present at said meeting to
be held at 91 Michigan Avenue, Paterson, New Jersey 07503 on Thursday, July 3,
1997 at 10:00 a.m., and at all postponements or adjournments thereof upon the
following matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY
WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 LISTED ON
THE REVERSE SIDE. PROXIES ARE ALSO GRANTED THE DISCRETION TO VOTE UPON ALL
OTHER MATTERS THAT MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY
POSTPONEMENT OR ADJOURNMENT THEREOF.
(Continued, and to be signed on reverse side)
