SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
[X] Filed by Registrant
[ ] Filed by a Party other than the Registrant
<TABLE>
<S> <C>
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Additional Materials Commission Only (as permitted
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 by Rule 14a-6(e)(2))
</TABLE>
Room Plus, 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:
[ ] 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:
<PAGE>
ROOM PLUS, INC.
91 Michigan Avenue
Paterson, New Jersey 07503
-----------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, OCTOBER 30, 1998
-----------------------------------
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 October 30, 1998 at 10:00 a.m.
Eastern Time, for the purpose of considering the voting upon:
(1) A proposal to elect seven (7) 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, 1998.
(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 September 1, 1998 are entitled to notice of
and to vote at the meeting or any adjournment or postponement thereof.
By Order of the Board of Directors
Jay H. Goldberg
Corporate Secretary
September 30, 1998
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.
================================================================================
<PAGE>
ROOM PLUS, INC.
-----------------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 30, 1998
-----------------------------------
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 1998 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 Time on October 30, 1998.
The approximate date on which this Proxy Statement and the
accompanying Proxy Card are first being sent or given to shareholders is
September 30, 1998.
VOTING
General
The securities that may 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 September 1, 1998. 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, 1998. If any other matters properly come before the Annual
Meeting, the persons named as proxies will vote upon such matters according to
their judgment.
-1-
<PAGE>
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.
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.
PROPOSAL I
ELECTION OF DIRECTORS
Seven (7) 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 (7) 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. If any nominee declines or is unable to serve as a Director, however, 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 (7) 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>
David Belford 38 David Belford has been the Chairman of the 1998
Board of the Company since August 1998.
Mr. Belford has been employed by
Nationwide Warehouse & Storage, Inc., a
national chain of retail furniture stores, for
the past seventeen (17) years and has served
as both the Chief Executive Officer and
Chairman of the Board thereof since
January 1995. Mr. Belford was elected
Chairman of the Board of the Company
pursuant to a Loan Agreement entered into
by and between the Company and him.
-2-
<PAGE>
Director
Name Age Principal Occupation Since
---- --- -------------------- --------
Marc Zucker 50 Marc Zucker has been the Chief Executive 1995
Officer of the Company since March 1995.
He served as the Chairman of the Board for
the period March 1995 to August 1998 and
as a Director thereafter. During the period
1982 to 1995, Mr. Zucker held various
executive positions with the predecessor
entities that merged to form the Company
in 1995, RPF Holding Corp. ("RPF
Holding") and Bunk Trunk Manufacturing
Company, Inc. ("Bunk Trunk"). He was a
co-founder of RPF Holding. Prior to that,
Mr. Zucker worked in other areas of the
retail furniture business for ten (10) years.
Allan Socher 48 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 ten (10) years.
Theodore Shapiro 63 Theodore Shapiro has been a Director of 1995
the Company since March 1995. He served
as the Executive Vice President and
Director of Manufacturing for the period
March 1995 to July 1998. Mr. Shapiro
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 twelve (12) years before founding his
own retail furniture chain, Mr. Sandman
Furniture, in 1960.
-3-
<PAGE>
Director
Name Age Principal Occupation Since
---- --- -------------------- --------
Alan Hirschfeld 46 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 53 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 38 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 a partner of The
Thornwater Company, L.P., co-underwriter
of the Company's 1996 initial public
offering. 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.
-4-
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
AND COMPENSATION OF DIRECTORS
Meetings of the Board of Directors
During fiscal 1997, the Board of Directors held four (4) meetings.
The Board did not act by unanimous written consent during fiscal 1997. All
members of the Board of Directors attended such meetings and meetings of their
respective committees during that period.
Committees
The Board of Directors has two standing committees, the Audit
Committee and the Compensation Committee. The Audit Committee was formed in
December 1996 and is currently comprised of Alan Granetz, 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.
During fiscal 1997, the Audit Committee did not meet.
The Compensation Committee was formed in December 1996 and is
currently comprised of Alan Hirschfeld 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. During fiscal 1997, the Compensation Committee
held one meeting.
Compensation of Directors
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.
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 September 1, 1998 are listed below:
Name Age Position with Company
---- --- ---------------------
Marc Zucker 50 Chief Executive Officer
Allan Socher 48 President, Director of Marketing
Jay Goldberg 52 Chief Financial Officer, Secretary
For information on the business experience of Messrs. Zucker and
Socher, see "Election of Directors" above.
Jay H. Goldberg, CPA, has been the Chief Financial Officer of the
Company since September 1997 and Secretary since March 1998. Prior to that, Mr.
Goldberg was a director in Ehrenkrantz Sterling & Co., L.L.C., certified public
accountants, and a partner in Sterling, Nappen, Chavkin & Co., L.L.C., its
predecessor firm, from February 1989 to September 1997. From 1982 to 1989, he
was a partner of Touche Ross & Co., a predecessor to Deloitte & Touche, LLP. He
holds a B.S. degree in accounting from Seton Hall University.
-5-
<PAGE>
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 September 1, 1998. 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.
<TABLE>
<CAPTION>
Name and Address of Number of Shares of Common Percentage Ownership of
Beneficial Owner Stock Beneficially Owned Common Stock Outstanding
------------------- -------------------------- ------------------------
<S> <C> <C>
David Belford 2,031,900(1) 31.8%
2097 South Hamilton Road
Columbus, OH 43232
Marc Zucker 697,501(2) 15.0%
91 Michigan Avenue
Paterson, NJ 07503
Allan Socher 697,499(2) 15.0%
91 Michigan Avenue
Paterson, NJ 07503
Theodore Shapiro 773,266(3) 16.5%
91 Michigan Avenue
Paterson, NJ 07503
Frank Terzo 358,000(4) 7.8%
88 Village Road
Manhasset, NY 11011
Alan Hirschfeld 2,000 0%
500 Hallsmill Road
Freehold, NJ 07728
All Directors and Officers 4,565,366(5) 61.3%
as a Group (7 Persons)
</TABLE>
- ------------------------------
(1) Includes currently exercisable warrants to purchase 2,000,000 shares of
Common Stock.
(2) Includes currently exercisable warrants to purchase 275,000 shares of
Common Stock.
(3) Includes currently exercisable warrants to purchase 315,000 shares of
Common Stock.
(4) Includes currently exercisable warrants to purchase 190,000 shares of
Common Stock.
(5) Includes an aggregate of 3,060,000 shares of Common Stock issuable upon
exercise of outstanding options and warrants.
-6-
<PAGE>
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, 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation Awards
Annual Compensation ---------------------
Name of Individual --------------------------------- Securities Underlying
and Principal Position Year Salary Bonus Warrants
- ---------------------- ---- ------ ----- ---------------------
<S> <C> <C> <C> <C>
Marc Zucker, Chairman, 1997 $125,000 $119,250 25,000
Chief Executive Officer 1996 125,000 42,500 ____
Allan Socher, President and 1997 $125,000 $119,250 25,000
Director of Marketing 1996 125,000 43,159 ____
Theodore Shapiro, Executive 1997 $125,000 $ 93,577 25,000
Vice President and Director 1996 125,000 42,800 ____
of Manufacturing
</TABLE>
Warrants
The following table sets forth certain information concerning
individual issues of warrants made during the year ended December 31, 1997 to
the Company's executive officers. These warrants were issued in lieu of
compensation for the year ended December 31, 1996.
<TABLE>
<CAPTION>
Individual Grants as %
of Total Warrants
Number of Securities Issued to Personnel in Exercise or Base Expiration
Name Underlying Warrants Fiscal Year Price per Share Date
---- -------------------- ---------------------- ---------------- ----------
<S> <C> <C> <C> <C>
Marc Zucker 25,000 29.4% $3.0625 1/31/02
Allan Socher 25,000 29.4% $3.0625 1/31/02
Theodore Shapiro 25,000 29.4% $3.0625 1/31/02
</TABLE>
-7-
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements effective June
30, 1995, as amended on August 1, 1996, with each of Marc Zucker and Allan
Socher (the "Principals"). Pursuant to each employment agreement, Messrs. Zucker
and Socher will act as Chief Executive Officer, and President and Director of
Marketing, 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 is
entitled to a performance bonus of 1.5% of gross profit. For the year ended
December 31, 1997, each of the officers has agreed to a reduced bonus.
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, 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.
Pursuant to a Loan Agreement dated as of July 31, 1998, by and
between the Company and David A. Belford, the employment agreements of Messrs.
Zucker and Socher will be amended. Pursuant to each such employment agreement,
Messrs. Zucker and Socher will act as Vice President of Real Estate and
Manufacturing and Vice President of Marketing, respectively. Each will be
entitled to an annual salary of $162,000 per annum plus either a cost of living
increase or an increase of 5% annually, whichever is greater. Increases will
take effect each year of the contracts as long as a minimum of $850,000 earnings
before interest, taxes, depreciation and amortization ("EBITDA") is attained. In
addition, Messrs. Zucker and Socher will be entitled to receive certain
incentive compensation and stock options based on the Company performance if
EBITDA exceeds $850,000. The amended employment agreements shall remain in
effect until December 31, 2000, at which time such agreements will be
automatically extended for an additional year unless either party notifies the
other to the contrary by not less than six (6) months written notice.
-8-
<PAGE>
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 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 $292,000.
In 1996, the Company advanced $106,747 on open account to three (3)
then current executive officers of the Company, Marc Zucker, Allan Socher and
Theodore Shapiro. Such advances increased the total net amount receivable to the
Company from these executive officers to $225,692. Such increase consisted of
additional advances to the executive officers in the amount of $90,711 and
accrued interest in the amount of $16,036. In 1997, the Company advanced $15,372
to the executive officers consisting of additional advances of $296 and accrued
interest of $14,077. The executive officers made repayments of $49,700 in 1997,
resulting in a balance of $190,365 at December 31, 1997. Such balance bears
interest at the rate of 8% per annum and matures in January 1999.
Retail Media Plus (which is owned by two (2) executive officers of
the Company and one (1) Director) places all of the Company's advertising and
passes through any cost savings to the Company. For 1997 and 1996, the Company
reimbursed Retail Media Plus $1,433,026 and $1,069,246, respectively, for
advertising costs.
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. In November 1997, the Company paid $20,000 to The
Thornwater Company, L.P. in connection with a prospective acquisition. Mr. Terzo
is a partner of The Thornwater Company, L.P.
On July 31, 1998, the Company entered into certain agreements with
David A. Belford ("Belford") pursuant to which Belford loaned the Company the
sum of $1,500,000.00 for a two (2) year term at an annual interest rate of 12%
(the "Loan") and received a Warrant to purchase 2,000,000 shares of the
Company's Common Stock at an exercise price of $2.00 per share. Based upon the
number of shares of the Company's Common Stock currently outstanding, upon full
exercise of the Warrant, Belford would own approximately 31.3% of the Company's
Common Stock. The Loan is secured by a pledge of substantially all of the
Company's assets pursuant to a Security Agreement dated July 31, 1998. Pursuant
to the Loan Agreement, Belford was also elected as a Director and Chairman of
the Board of the Company, and all expenditures by the Company in excess of
$5,000.00 require the prior approval of Belford, which is not to be unreasonably
withheld.
Simultaneously with the execution of the foregoing agreements
between the Company and Belford, the Company also entered into a Conditional
Agreement and Plan of Merger with Nationwide Warehouse & Storage, Inc.
("Nationwide") dated July 31, 1998 (the "Merger Agreement"). David Belford is
the Chairman and Chief Executive Officer and 50% shareholder of Nationwide which
is a national chain of retail furniture stores. Pursuant to the Merger
Agreement, Nationwide is granted the right to merge with the Company (the
"Merger") if Nationwide's Board of Directors and Shareholders so elect within
five (5) business days following the issuance of the Company's financial
statements for the fiscal year ending December 31, 1998. The Merger Agreement
provides for the Company to issue an aggregate of 61,965,000 shares of its
Common Stock to Nationwide's shareholders in the Merger, which amount would be
increased to 84,915,000 shares if Nationwide were to acquire a related company
in exchange for its stock prior to the Merger.
Marc Zucker, Allan Socher, Theodore Shapiro and Frank Terzo,
directors of the Company, who currently own in the aggregate 1,471,267 shares of
common stock of the Company, exclusive of warrants and options, have agreed to
vote their shares in favor of the merger, which has been approved by the Room
Plus Board of Directors. The Merger is subject to approval by the Company's
shareholders and other conditions.
-9-
<PAGE>
All future transactions and/or loans between the Company and
officers and directors will be on terms no less favorable than could be obtained
from independent, third parties and will be approved by a majority of the
directors of the Company disinterested in such transactions and/or loans.
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 the directors
and officers are not delinquent in their 16(a) reporting obligations.
PROPOSAL II
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Ehrenkrantz
Sterling & Co., L.L.C., certified public accountants having offices in
Livingston, New Jersey, as the Company's independent public accountants for the
Company's fiscal year ended December 31, 1998 and has directed that this
selection be presented to the shareholders for approval at the Annual Meeting.
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, 1997. 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, 1998.
SHAREHOLDERS PROPOSALS FOR THE 1999 ANNUAL MEETING
Shareholders who may wish to present proposals for inclusion in the
Company's proxy materials and for consideration at the 1999 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 April 1, 1999. A signed proxy shall confer
discretionary authority upon the Company to vote on all shareholder proposals
that are not received by the Company on or before April 15, 1999.
-10-
<PAGE>
ANNUAL REPORT AND FORM 10-KSB
ADDITIONAL COPIES OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1997 AND COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION AS AMENDED ON FORM 10-KSB/A ARE AVAILABLE TO
SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED TO: ROOM PLUS, INC.,
91 MICHIGAN AVENUE, PATERSON, NEW JERSEY 07503, ATTN: CORPORATE SECRETARY. THE
ANNUAL REPORT ON FORM 10-KSB AND THE AMENDMENTS THERETO ARE NOT SOLICITING
MATERIALS AND ARE NOT INCORPORATED HEREIN BY REFERENCE.
COST OF SOLICITATION
All expenses incurred in the solicitation of the proxies will be
borne by the Company. In addition to the use of the mails, proxies may be
solicited on behalf of the Company by directors, officers and employees of the
Company or by telephone or telecopy. The Company will reimburse brokers and
others holding Common Stock as nominees for their expenses in sending proxy
material to the beneficial owners of such Common Stock and obtaining their
proxies.
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
Jay H. Goldberg
Corporate Secretary
Paterson, New Jersey
September 30, 1998
-11-
<PAGE>
APPENDIX
ROOM PLUS, INC.
PROXY
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 1998 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 Friday, October 30,
1998 at 10:00 a.m. and at all postponements or adjournments 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)
<PAGE>
ADMISSION TICKET
Annual Meeting of Shareholders
ROOM PLUS, INC.
Friday, October 30, 1998
10:00 A.M.
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<TABLE>
<S> <C> <C> <C> <C> <C> <C>
A. [X] Please mark your votes as in this example.
The Board of Directors recommends a vote
FOR the nominees and FOR the approval of
the independent auditors.
FOR ALL
NOMINEES WITHHOLD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Nominees: David Belford 2. Approval of Ehrenkrantz [ ] [ ] [ ]
Directors Marc Zucker Sterling & Co., L.L.C.,
Allan Socher as independent auditors
FOR, except vote withheld from the Theodore Shapiro for fiscal 1998
following nominees: Alan Hirschfeld
Alan Granetz
Frank Terzo
----------------------------------
Change of Address [ ]
I plan to attend I do not plan
the meeting [ ] 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.
</TABLE>
