<PAGE>
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 14a-12
CAPITAL BEVERAGE CORPORATION
------------------------------------------------------------------------
(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>
CAPITAL BEVERAGE CORPORATION
1111 EAST TREMONT AVENUE
BRONX, NEW YORK 10460
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 10, 1998
------------------------
TO THE STOCKHOLDERS:
Notice is hereby given that the annual meeting of stockholders (the "Annual
Meeting") of Capital Beverage Corporation (the "Company") has been called for
and will be held at 9:00 A.M., Standard Time, on November 10, 1998, at Hilton
New York & Towers, 1335 Avenue of the Americas, New York, NY 10019 for the
following purposes:
1. To elect a Board of Directors consisting of five (5) directors to
hold office until the next Annual Meeting and until their successors shall
have been elected and qualified;
2. To ratify the appointment by the Board of Directors of Feldman
Sherb Ehrlich & Co., P.C. to serve as the independent certified public
accountants for the current fiscal year; and
3. To consider and transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on September 16,
1998 as the record date for the determination of the stockholders entitled to
notice of, and to vote at, the Annual Meeting or any adjournments thereof. The
list of stockholders entitled to vote at the Annual Meeting will be available
for the examination of any stockholder at the Company's offices at 1111 East
Tremont Avenue, Bronx, New York 10460, for ten days prior to November 10, 1998.
By Order of the Board of Directors
Carmine Stella
President
Dated: October 3, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE FILL IN, SIGN, AND
DATE THE PROXY SUBMITTED HEREWITH AND RETURN IT IN THE ENCLOSED STAMPED
ENVELOPE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE SUCH
PROXY IN PERSON SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. THE ENCLOSED
PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.
<PAGE>
CAPITAL BEVERAGE CORPORATION
PROXY STATEMENT
GENERAL
This proxy statement is furnished by the Board of Directors of Capital
Beverage Corporation, a Delaware corporation (the "Company"), with offices
located at 1111 East Tremont Avenue, Bronx, New York 10460, in connection with
the solicitation of proxies to be used at the annual meeting of stockholders of
the Company (the "Annual Meeting") to be held on November 10, 1998, and at any
adjournments thereof. This proxy statement will be mailed to stockholders
beginning approximately October 5, 1998. If a proxy in the accompanying form is
properly executed and returned, the shares represented thereby will be voted as
instructed on the proxy. Any proxy may be revoked by a stockholder prior to its
exercise upon written notice to the President of the Company, or by a
stockholder voting in person at the Annual Meeting.
All properly executed proxies received prior to the Annual Meeting will be
voted at the Annual Meeting in accordance with the instructions marked thereon
or otherwise as provided therein.
At the Annual Meeting, Stockholders will be asked to approve and consent:
1. To elect a Board of Directors consisting of five (5) directors to
hold office until the next Annual Meeting and until their successors shall
have been elected and qualified;
2. To ratify the appointment by the Board of Directors of Feldman
Sherb Ehrlich & Co., P.C., to serve as the independent certified public
accountants for the current fiscal year; and
3. To consider and transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
Under the Certificate of Incorporation of the Company and under the
Delaware Corporation Law (i) the nominees to be selected as a Director in
Proposal 1 must receive a plurality of the votes represented by shares of Common
Stock present or represented at the Annual Meeting and entitled to vote on the
election of directors, and (ii) the affirmative vote of a majority of the votes
represented by shares of Common Stock present or represented at the Annual
Meeting is necessary to ratify the appointment of Feldman Sherb Ehrlich & Co.,
P.C. Unless instructions to the contrary are indicated, proxies will be voted
"FOR" the election of five (5) directors and "FOR" the ratification of the
selection by the Board of Directors of Feldman Sherb Ehrlich & Co., P.C. as the
independent certified public accountants of the Company.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR FISCAL YEAR ENDED
DECEMBER 31, 1997 (THE "FORM 10-KSB"), WHICH CONTAINS FINANCIAL STATEMENTS
AUDITED BY THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, ACCOMPANIES
THIS PROXY STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE.
The Board of Directors does not know of any matter to be proposed for
action at the Annual Meeting other than those described in this proxy statement.
If other matters properly come before the Annual Meeting, the persons named in
the accompanying proxy will act in accordance with their best judgment.
The cost of preparing, assembling and mailing this notice of Annual
Meeting, proxy statement, the enclosed Form 10-KSB and proxy will be borne by
the Company. In addition to solicitation of the proxies by use of the mails,
some of the officers and regular employees of the Company, for no additional
remuneration, may solicit proxies personally or by telephone, telegraph, or
cable. The Company may also request brokerage houses, nominees, custodians and
fiduciaries to forward soliciting material to the beneficial owners of Common
Stock held of record. The Company will reimburse such persons for their expenses
in forwarding soliciting material.
<PAGE>
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on September 16,
1998 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof. Only stockholders on the Record Date will be able to vote
at the Annual Meeting, and each holder of record of Common Stock will be
entitled to one vote for each share held, with no shares having cumulative
voting rights.
As of the Record Date, there were 2,378,409 shares of Common Stock issued
and outstanding, all of which are entitled to one (1) vote per share at the
Annual Meeting. Holders of the Common Stock are entitled to vote on all matters.
Unless otherwise indicated herein, a majority of the votes represented by the
shares of Common Stock present or represented at the Annual Meeting is required
for approval of each matter which will be submitted to stockholders.
Management of the Company knows of no business other than those matters
specified in Items 1 and 2 of the Notice of Annual Meeting which will be
presented for consideration at the Annual Meeting. If any other matter is
properly presented, it is the intention of the persons named in the enclosed
proxy to vote in accordance with their best judgment.
The following table sets forth certain information, as of September 16,
1998 with respect to the beneficial ownership of the outstanding Common Stock by
(i) any holder of more than five percent (5%); (ii) each of the Company's
officers and directors; and (iii) the directors and officers of the Company as a
group:
SHARES OF COMMON PERCENTAGE (%) OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) STOCK OWNED COMMON STOCK
- --------------------------------------- ---------------- -----------------
Carmine Stella(2)...................... 409,091 17.2%
Eugene Fernandez(3).................... 207,645 8.7%
Anthony Stella(4)...................... 177,273 7.5%
Carol Russell.......................... 0 0
Dawn Collins........................... 0 0
Joseph Luzzi........................... 0 0
Robert Vessa........................... 0 0
All officers and directors as a group
(six (6) persons).................... 586,364 24.7%
- ------------------
(1) The address of each Stockholder shown above except as otherwise indicated is
c/o Capital Beverage Corporation, 1111 East Tremont Avenue, Bronx, NY 10460.
(2) Does not include (i) 300,000 shares of Common Stock that may be acquired by
Mr. Stella upon conversion of the 300,000 shares of Series B Preferred stock
that were issued to Mr. Stella upon consummation of the Merger; or
(ii) 333,600 shares of Common Stock that may be acquired by Mr. Stella
beginning July 17, 1998 upon exercise of 333,600 additional Class A Warrants
held by Mr. Stella.
(3) Does not include 167,000 shares of Common Stock that may be acquired by
Mr. Fernandez, beginning July 17, 1998 upon exercise of 167,000 Class A
Warrants held by Mr. Fernandez.
(4) Does not include 83,400 shares of Common Stock that may be acquired by
Mr. Anthony Stella beginning July 17, 1998 upon exercise of 83,400 Class A
Warrants held by him.
2
<PAGE>
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
GENERAL
The Board of Directors consisted of five (5) persons as of the fiscal year
ended December 31, 1997 ("Fiscal 1997"). The directors are elected for a
one-year term or until their successors are elected and qualify with a plurality
of votes cast in favor of their election. Carmine N. Stella, Robert A. Vessa,
Carol Russell, Dawn A. Collins and Joseph M. Luzzi are the nominees for election
to the Board of Directors.
Unless otherwise directed by the stockholder giving the proxy, the proxies
in the accompanying form will be voted "FOR" the election of the nominees named
above as directors. If any nominee should subsequently become unavailable for
election, the persons voting the accompanying proxy may in their discretion vote
for a substitute.
BOARD OF DIRECTORS
The Board of Directors has the responsibility for managing the operations
of the Company but are not involved in day-to-day operating details. Members of
the Board are kept informed of the Company's business by various reports and
documents sent to them as well as by operating and financial presentations made
at Board meetings. The Board of Directors held two (2) meetings (or executed
consents in lieu thereof) in Fiscal 1997, and all of the directors attended all
of the meetings of the Board. The Board of Directors has a standing Audit
Committee which has authority to retain the independent auditor for the Company
and to discuss the financial statements and related matters with said auditor
and which consists of Carmine N. Stella, Dawn Ann Collins and Robert A. Vessa.
All directors hold office until the next annual meeting of stockholders and
the election and qualification of their successors. Officers are elected
annually by the Board of Directors and, subject to existing employment
agreements, serve at the discretion of the Board.
Outside directors do not receive any compensation for their services.
Directors who are also officers of the Company do not receive any compensation
for serving on the Board of Directors. All directors are reimbursed by the
Company for any expenses incurred in attending Director's meetings.
The following table sets forth certain information regarding the current
directors of the Company, the current executive officers of the Company and the
director nominees.
NAME AGE POSITION HELD
- ------------------------- --- ---------------------------------------------
Carmine N. Stella........ 45 Chairman of the Board, Chief Executive
Officer, President and Director
Robert A. Vessa.......... 47 Director
Anthony Stella........... 46 Vice President of Sales and Managing Director
Carol Russell............ 41 Secretary, Treasurer and Director
Eugene Fernandez, Jr.*... 37 Director
Dawn A. Collins.......... 28 Director
Joseph M. Luzzi.......... 49 Director
- ------------------
* Mr. Fernandez resigned from the Board of Directors on October 29, 1997
3
<PAGE>
BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS
Carmine N. Stella has served as President, Chief Executive Officer and
Chairman of the Board of Directors of the Company since its inception in
December 1995. From 1991 to 1996, Mr. Stella served as the sole officer,
director and shareholder of VSI, a wholesale and retail seller of alcoholic and
nonalcoholic beverages with $12,000,000 of sales during fiscal year 1994 and
$7,000,000 of sales during fiscal year 1995. From 1986 to 1990, Mr. Stella
served as President and a director of Gotham Wholesale Beer Distributors, a beer
and non-alcoholic beverage wholesaler with annual sales in excess of
$20,000,000. Mr. Stella served as President and Director of the Empire State
Beer Distributors Association from 1984 to 1988. Mr. Stella received a B.B.A. in
Accounting from Bernard M. Baruch College, New York, NY in 1973.
Robert A. Vessa has been a Vice President of Sales and Marketing since
February 1996, and has been a Director of the Company since October 29, 1997.
From 1984, Mr. Vessa has acted as Business Affairs Coordinator and a member of
the Board of Director of the Empire State Beer Distributors Association.
Mr. Vessa received a B.B.A. degree in Marketing and Advertising from Bernard M.
Baruch College, City University of New York in 1973.
Anthony Stella has been a Vice President of Sales and Marketing and an
employee of the Company since inception. Mr. Stella has acted as executive sales
manager for Vito Santoro, Inc., Gotham Wholesale Beer, Inc., Miller Home
Service, Inc. and College Point Beer Distributors over the past 15 years.
Anthony Stella is the brother of Carmine Stella.
Carol Russell has been the Secretary, Treasurer and Director of the Company
since February 1996. From 1991, Mrs. Russell has also served as Comptroller and
Operations Manager of VSI from 1991 to present. Mrs. Russell graduated from
Central Commercial High School in New York City in 1973.
Dawn A. Collins has served as a Director of the Company since October 29,
1997. Ms. Collins has also served as an accountant for Restaurant Systems
international, Inc. since 1995. From 1993 to 1995, Ms. Collins served as an
accountant for Ocean View Management. From 1991 to 1993, Ms. Collins was an
accountant with Barr Beatty Devlin & Co., Inc. Ms. Collins received a B.B.A in
accounting from Baruch College in 1992.
Joseph M. Luzzi has served as a Director of the Company since October 29,
1997. Mr. Luzzi has also served as President, Chief Executive Officer and
Chairman of the Board of Directors of Boro Recycling, Inc. since its inception
in December 1980. From 1973 to 1980, Mr. Luzzi was the New York City sales
manager for the Sunshine Biscuit Company, a subsidiary of American Brands, Inc.
Mr. Luzzi attended New York City Community College from 1967 to 1969.
4
<PAGE>
A. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION AWARDS LONG TERM COMPENSATION
----------------------------------- ---------------------------
(A) (D) (E) (F)
NAME AND PRINCIPAL (B) (C) OTHER ANNUAL RESTRICTED STOCK
POSITION YEAR SALARY COMPENSATION AWARDS OPTION GRANTS
- -------------------- ---- ----------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C>
Carmine N. Stella... 1997 $291,763.68 $ -0- $ -0- -0-
President, Chief
Executive Officer
and Chairman of the
Board
Anthony Stella...... 1997 $161,648.68 $ -0- $ -0- -0-
Vice President of
Sales and Managing
Director
Carol Russell....... 1997 $105,846.24 $ -0- $ -0- -0-
Secretary and
Treasurer
</TABLE>
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Mr. Stella on
October 1, 1996 which provides for a three-year terms and includes annual
compensation of $300,000, plus certain fringe benefits including health and life
insurance.
PROPOSAL NO. 2:
RATIFICATION OF SELECTION
OF FELDMAN SHERB EHRLICH & CO., P.C.
AS INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Feldman Sherb Ehrlich &
Co., P.C., independent certified public accountants, to audit the accounts for
the Company for Fiscal 1998. The firm of Feldman Sherb Ehrlich & Co., P.C. is
the successor to the firm that has previously audited the Company's financial
statements. The Company is advised that neither that firm nor any of its
partners has any material direct or indirect relationship with the Company. The
Board of Directors considers Feldman Sherb Ehrlich & Co., P.C. to be well
qualified for the function of serving as the Company's auditors. The Delaware
General Corporation Law does not require the approval of the selection of
auditors by the Company's stockholders, but in view of the importance of the
financial statement to stockholders, the Board of Directors deems it desirable
that they pass upon its selection of auditors. In the event the stockholders
disapprove of the selection, the Board of Directors will consider the selection
of other auditors. The Board of Directors recommends that you vote in favor of
the above proposal in view of the familiarity of Feldman Sherb Ehrlich & Co.,
P.C. with the Company's financial and other affairs due to its previous service
as auditors for the Company.
One or more representatives of Feldman Sherb Ehrlich & Co., P.C. are
expected to be present at the Annual Meeting with the opportunity to make a
statement if they desire to do so, and are expected to be available to respond
to appropriate questions.
Unless otherwise directed by the stockholder giving the proxy, the proxy
will be voted "FOR" the ratification of the selection by the Board of Directors
of Feldman Sherb Ehrlich & Co., P.C. as the Company's independent certified
public accountants for Fiscal 1998.
5
<PAGE>
MISCELLANEOUS
REVOCATION OF PROXIES
If the Annual Meeting is adjourned, for whatever reason, the matters shall
be considered and voted upon by shareholders at the subsequent "adjourned or
postponed meeting", if any.
You may revoke your proxy at any time prior to its exercise by attending
the Annual Meeting and voting in person, although attendance at the Annual
Meeting will not in and of itself constitute revocation of a proxy, by giving
notice of revocation of your proxy at the Annual Meeting, or by delivering a
written notice of revocation or a duly executed proxy relating to the matters to
be considered at the Annual Meeting and bearing a later date to the Secretary of
the Company at 1111 East Tremont Avenue, Bronx, New York 10460. Unless revoked
in the manner set forth above, proxies on the form enclosed will be voted at the
Annual Meeting in accordance with your instructions.
INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended December 31,
1997 is attached hereto and is incorporated herein by reference.
ADDITIONAL AVAILABLE INFORMATION
The Company is subject to the informational filing requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, the Company files periodic reports, proxy statements and
other information with the Commission under the Exchange Act relating to its
business, financial condition and other matters. The Company is required to
disclose in such proxy statements certain information as of particular dates,
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's securities and any
material interests of such persons in transactions with the Company. Such
reports, proxy statements and other information may be inspected at the
Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies
may be obtained on payment of the Commission's customary fees by writing to its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.
OTHER MATTERS
The Board of Directors of the Company does not intend to bring any other
matters before the Annual Meeting and does not know of any other matter that may
be brought before the Annual Meeting.
STOCKHOLDER'S PROPOSALS
Proposals of stockholders intended to be presented at the next annual
meeting must be received in writing, by the President of the Company at its
offices by January 31, 1999, in order to be considered for inclusion in the
Company's proxy statement relating to that meeting.
By Order of the Board of Directors
Carmine N. Stella
Chief Executive Officer and
President
6
<PAGE>
CAPITAL BEVERAGE CORPORATION
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Carmine Stella and Carol Russell as
proxies (the "Proxies"), each with power of substitution and resubstitution, to
vote all shares of Common Stock, $.001 par value per share, of Capital Beverage
Corporation (the "Company") held of record by the undersigned on September 16,
1998 at the Annual Meeting of Stockholders to be held at the Hilton New York &
Towers, 1335 Avenue of the Americas, New York, N.Y. 10019 on November 10, 1998
at 9:00 A.M. Eastern Standard Time, or at any adjournments thereof, as directed
below, and in their discretion on all other matters coming before the meeting or
any adjournments thereof.
Please mark boxes / / in blue or black ink.
1. Election of five (5) directors: Carmine N. Stella, Robert A. Vessa,
Carol Russell, Dawn A. Collins and Joseph M. Luzzi.
(Mark only one of the two boxes for this item)
/ / VOTE FOR all nominees named above except those who may be named on
this line:
--------------------------------------
(OR)
/ / VOTE WITHHELD as to all nominees named above.
2. Proposal to ratify appointment of Feldman Sherb Ehrlich & Co., P.C. as
the Company's independent certified public accountants:
FOR / / AGAINST / / ABSTAIN / /
3. To consider and transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
When properly executed, this Proxy will be voted as directed. If no
direction is made, this Proxy will be voted "FOR" Proposals 1 and 2.
<PAGE>
Please mark, date, sign and return this Proxy promptly in the enclosed envelope.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: ____________, 1998
X_____________________
Signature
X_____________________
Print Name(s)
X_____________________
Signature, if held jointly
