<PAGE>
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
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
INTERCORP EXCELLE INC.
-------------------------------------------------------------------
(Name of Registrant as specified in its charter)
-------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement), if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
--------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
--------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:______(A)
(4) Proposed maximum aggregate value of transaction:
----------
(5) Total fee paid:
-------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any 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>
INTERCORP EXCELLE INC.
1880 ORMONT DRIVE
TORONTO, CANADA M9L 2V4
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 15, 1999
TO THE STOCKHOLDERS OF INTERCORP EXCELLE INC.:
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders of Intercorp
Excelle Inc. (the "Meeting") will be held at 2:00 P.M. on July 15, 1999 at the
offices of Intercorp Excelle Inc. (the "Company"), at 1880 Ormont Drive,
Toronto, Ontario, Canada M9L 2V4 for the following purposes:
1. To elect the Board of Directors of Intercorp Excelle Inc. for the ensuing
year;
2. To ratify the appointment of Schwartz, Levitsky, Feldman, Chartered
Accountants, as the Company's independent certified public accountants for
the ensuing year; and
3. To transact such other business as may properly come before the Meeting and
any continuations and adjournments thereof.
Stockholders of record at the close of business on June 18, 1999 are entitled to
notice of and to vote at the meeting.
In order to ensure a quorum, it is important that Stockholders representing a
majority of the total number of shares issued and outstanding and entitled to
vote, be present in person or represented by their proxies. Therefore, whether
you expect to attend the meeting in person or not, please sign, fill out, date
and return the enclosed proxy in the self-addressed, postage-paid envelope also
enclosed. If you attend the meeting and prefer to vote in person, you can revoke
your proxy.
In addition, please note that abstentions and broker non-votes are each included
in the determination of the number of shares present and voting, for purposes of
determining the presence or absence of a quorum for the transaction of business.
Neither abstentions nor broker non-votes are counted as voted either for or
against a proposal.
By Order of the Board of Directors
Arnold Unger
Co-Chairman and Chief Executive Officer
June 18, 1999
<PAGE>
INTERCORP EXCELLE INC.
1880 ORMONT DRIVE
TORONTO, CANADA M9L 2V4
-------------------------------
PROXY STATEMENT
-------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 15, 1999
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Intercorp Excelle Inc. (the
"Company"), for use at the Annual Meeting of Stockholders of the Company (the
"Meeting") to be held on July 15, 1999 at 2:00 P.M. at the Company's offices at
1880 Ormont Drive, Toronto, Ontario, Canada M9L 2V4, and at any continuation and
adjournment thereof. Anyone giving a proxy may revoke it at any time before it
is exercised by giving the Chairman of the Board of Directors of the Company
written notice of the revocation, by submitting a proxy bearing a later date or
by attending the meeting and voting. This statement, the accompanying Notice of
Meeting and form of proxy have been first sent to the Stockholders on or about
June 21, 1999.
In addition, please note that abstentions and broker non-votes
are each included in the determination of the number of shares present and
voting, for purposes of determining the presence or absence of a quorum for the
transaction of business. Neither abstentions nor broker non-votes are counted as
voted either for or against a proposal.
All properly executed, unrevoked proxies on the enclosed form,
which are received in time will be voted in accordance with the stockholders'
directions, and unless contrary directions are given, will be voted for the
election of directors of the nominees described below.
OWNERSHIP OF SECURITIES
Only stockholders of record at the close of business on June 18, 1999,
the date fixed by the Board of Directors in accordance with the Company's
By-Laws, are entitled to vote at the meeting. As of June 16, 1999, there were
issued and outstanding 4,,013,761 shares of the Company's common stock.
Each outstanding share of common stock is entitled to one vote on all
matters properly coming before the meeting. A majority of the shares of the
outstanding common stock is necessary to constitute a quorum for the meeting.
<PAGE>
The following table sets forth certain information as of June 16, 1999
with respect to each beneficial owner of five percent (5%) or more of the
outstanding shares of common stock of the Company, each officer and director of
the Company and all officers and directors as a group. The table does not
include options that have not yet vested or are not exercisable within 60 days
of the date hereof.
<TABLE>
<CAPTION>
Name and Address of Number of Shares
Beneficial Owner(1) Beneficially Owned Percentage of Class
- ------------------- ------------------ -------------------
<S> <C> <C>
Arnold Unger(2)(8)...................... 1,796,748 44.2%
Renee Unger(3)(8)....................... 1,841,252 45.3%
Fred Burke(4)........................... 46,500 1.1%
Lori Gutmann(5)(7)...................... 24,000 *
Alysse Unger(5)(7)...................... 24,000 *
Karen Unger(7).......................... 0 0
The Unger Family Trust(8)............... 710,000 17.7%
John Rothschild(9)...................... 5,500 *
Taketo Murata(10)....................... 5,500 *
All Officers and Directors as
a group (7 persons).................... 3,033,500 72.0%
</TABLE>
- -------------------
* Less than 1%
(1) Unless otherwise indicated, the address is c/o Intercorp Excelle Inc., 1880
Ormont Drive, Toronto, Ontario, Canada M9L 2V4.
(2) Includes 46,500 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan, and 213,235 shares of
Common Stock owned by 1239414 Ontario Inc. of which Arnold Unger is the
sole shareholder.
(3) Includes 46,500 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan, and 85,294 shares of
Common Stock owned by 1239415 Ontario Inc. of which Renee Unger is the sole
shareholder.
(4) Includes 46,500 shares of Common Stock issuable upon exercise of stock
options granted
2
<PAGE>
under the 1997 Stock Option Plan.
(5) Includes 24,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.
(6) Includes 24,000 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.
(7) The Unger Family Trust owns 710,000 shares of Common Stock held in trust
for the benefit of Lori Gutmann, Alysse Unger and Karen Unger. Arnold Unger
and Renee Unger are trustees of The Unger Family Trust. Under the terms of
the trust instrument, the trustees have the power to vote the shares.
(8) Includes 710,000 shares held by The Unger Family Trust. Arnold Unger and
Renee Unger are trustees of The Unger Family Trust, which owns 710,000
shares of Common Stock held in trust for the benefit of Lori Gutmann,
Alysse Unger and Karen Unger. Under the terms of the trust instrument, the
trustees have the power to vote the shares. Of the 710,000 shares owned by
the trust, 529,250 shares of Common Stock are owned by 1239416 Ontario Inc.
of which The Unger Family Trust is the sole shareholder.
(9) Includes 5,500 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.
(10) Includes 5,500 shares of Common Stock issuable upon exercise of stock
options granted under the 1997 Stock Option Plan.
THIS PROXY STATEMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING THOSE SET FORTH BELOW AND ELSEWHERE IN THIS PROXY STATEMENT.
3
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Seven directors are to be elected at the Meeting to hold office until
the next meeting of stockholders or until their successors have been duly
elected and qualified. The election of directors requires the affirmative vote
of at least the majority of shares of common stock present or represented at a
meeting at which a quorum is present or represented.
The By-Laws of the Company provide that the authorized number of
directors shall be as set by the Board of Directors but shall not be less than
three, unless all of the outstanding shares are owned beneficially and of record
by less than three stockholders, in which event the number of directors shall
not be less than the number of stockholders permitted by statute. The authorized
number is presently seven. There are no agreements with respect to the election
of directors. The Company's independent directors receive Cdn$750 for each board
or committee meeting which they attend. Currently, there is no other
compensation to any other director for acting in such capacity.
STOCKHOLDER VOTE REQUIRED
The election of the directors will require the affirmative vote of the
majority of the shares present in person or represented by proxy at the Annual
Meeting of Stockholders and entitled to vote on the election of directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION TO THE BOARD OF DIRECTORS
OF THE COMPANY OF EACH OF THE NOMINEES
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Arnold Unger 61 Chief Executive Officer and Co-Chairman
Renee Unger 56 President and Co-Chairman
Fred Burke 41 Chief Operating Officer, Chief Financial Officer/Principal
Accounting Officer, Secretary and Director
Lori Gutmann 29 Manager of Retail Marketing and Sales and Director
Alysse Unger 32 Manager of Private Label Marketing and Sales and Director
John Rothschild 49 Director
Taketo Murata 61 Director
</TABLE>
4
<PAGE>
Directors are elected to serve until the next meeting of stockholders
and until their successors are duly elected and qualified. Meetings of
stockholders of the Company will be held on an annual basis. However, if at any
time an annual meeting is not held for the election of directors, the then
current directors will continue to serve until their successors are duly elected
and qualified. Vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by a majority vote of
Directors then in office. Officers are appointed by, and serve at the discretion
of, the Board of Directors.
Set forth below is a biographical description of each director and
executive officer of the Company based on information supplied by each of them.
ARNOLD UNGER is a co-founder of the Company and has been its Chief
Executive Officer since 1987. Prior to founding the Company, he worked in the
marketing industry and was the President of Global Incentives from 1970 until he
sold the company in 1973, working with such clients as General Foods, Carnation
and Heinz. From 1973 to 1984, he was with Aztec Building Corp. and Vantage
Building Corp. as Sales and Marketing Manager. He has lectured extensively on
sales and marketing at various universities in Canada. Arnold Unger has received
several awards of industry distinction, including a Gold Award at the Canadian
Awards for Business Excellence and the Chamber of Commerce Award for Best Small
Company in Toronto. Mr. Unger heads the company in its Sales and Marketing
endeavors and participates in the administration, production and all financial
matters.
RENEE UNGER is a co-founder of the Company and has been its President
since 1985. She is the creator of all of the Company's original recipes. She has
been well recognized in the industry by receiving many outstanding awards,
including Entrepreneur of the Year, Woman of the Year, Gold Medal at the
Canadian Business Excellence Awards in 1988, North York Chamber of Commerce
Business Woman of the Year, and Ontario Chamber of Commerce Award of Merit. She
lectures extensively and has been featured in many newspaper articles and on
national television in the series entitled "Women of Success" she has been the
keynote speaker at several business and industry dinners and conferences, and
has made television appearances on cooking and daytime programs. Ms. Unger
continues to head the Company's Research and Development department, and Quality
Control departments, as well as participate in the administration of the
Company.
FRED BURKE joined the Company in 1994 as the Chief Operating Officer.
He is also Chief Financial Officer, Director of the Company and Secretary. He is
a Certified General Accountant (CGA), and is currently a member of the Board of
Governors of the Certified General Accountants of Ontario. From 1987 to 1994
until he joined the Company, he held increasing roles of responsibility at Effem
Foods Ltd. Prior to that he was the Manager of cost accounting for Robinhood
Multifoods, Inc. and an accountant for Canadian General Electric Company
beginning in 1980. Mr. Burke earned an Honors Degree in Accounting from McMaster
University in
5
<PAGE>
Hamilton, Ontario. He conducts seminars on personal and business strategic
planning. He holds positions on the Certified General Accountant board
committees and lectures on accounting and business development to business
groups and at local universities.
LORI GUTMANN has been with the Company since its inception in 1985 and
joined the Company full time in 1990. Her role with the Company is that of
Marketing Director for Intercorp Excelle Foods Inc. She earned a Diploma in
Marketing Management and a Bachelor Degree in Business Management (BBM) from
Ryerson University in Toronto. In addition to her many extra curricular
activities, she is currently President of her chapter in Hadassah WIZO (Women's
International Zionist Organization). She also sits on the Executive Board of
Hadassah-WIZO Toronto. Ms. Gutmann also acts as an advisor for the Ryerson
Business Alumni Association, Executive Committee.
ALYSSE UNGER has been with the Company since inception. Currently, she
is the Manager of Private Label Marketing and Sales. She was also Research and
Development Director and has developed many award winning sauces such as the
President's Choice Peanut Szechuan Sauce. She has also been the keynote speaker
for numerous events and volunteers with many charities. She has a B.A. from York
University in Toronto. She also has a Foodscience background and is currently
pursuing a Business Diploma at Seneca College in Toronto.
JOHN ROTHSCHILD has been a director of the Company since June 1997.
Since 1994, he has been the President and Chief Executive Officer of Prime
Restaurant Group, Inc., a holding company of restaurant chains. From 1984 to
1994, he was President of Rothschild Holding Limited. From 1980 to 1984, he was
Assistant Vice President of CEMP Investments, Ltd. From 1978 to 1980, he was a
partner at Rothschild & Muskat. Prior to that, he was a senior field auditor for
Price Waterhouse in Toronto and Milan, Italy. Mr. Rothschild, who is also a
chartered accountant, earned a Bachelor of Arts degree from the University of
Toronto and an MBA from University of Western Ontario.
TAKETO MURATA has been a director of the Company since August 1997.
From 1992 to 1998, Mr. Murata was President International of ConAgra Grocery
Products Companies/Hunt-Wesson, Inc. Mr. Murata held other senior executive
positions with ConAgra/Hunt-Wesson including Vice President International since
1990, Chairman of V-H Foods since 1985 and President of Hunt-Wesson Canada from
1973 to 1998. Mr. Murata earned a Bachelor of Science in Psychology from McGill
University and a Masters Degrees in Psychology and Sociology from Yale
University.
Lori Gutmann and Alysse Unger are daughters of Arnold Unger and Renee
Unger. The term of office of each Director is until the next annual meeting of
stockholders and until a successor is elected and qualified or until the
Director's earlier death, resignation or removal from office. Executive officers
hold office until their successors are chosen and qualified, subject to earlier
removal by the Board of Directors.
For the period of three years after October 9, 1997, the effective date
of its registration
6
<PAGE>
statement filed in connection with its initial public offering, the Company has
agreed to invite a designee of Sharpe Capital, Inc., the managing underwriter of
the Company's initial public offering, to attend all meetings of the Board of
Directors, but such designee will not be entitled to vote or be compensated.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board has an Audit Committee comprised of John Rothschild, Taketo
Murata and Fred Burke. The Audit Committee is responsible for reviewing the
Company's independent certified public accountants the scope and results of
their audits and reviewing with the independent certified public accountants and
management, the Company's accounting and reporting principles, policies and
practices, as well as the Company's accounting, financial and operating controls
and staff.
The Board has a Compensation Committee comprised of John Rothschild,
Taketo Murata and Renee Unger. The Compensation Committee is responsible for
establishing and reviewing the appropriate compensation of directors and
officers of the Company and reviewing employee compensation plans.
During the fiscal year ended January 31, 1999, the Company's Board of
Directors met four times, at which all of the Directors were present, the Audit
Committee conducted a phone teleconference June 15, 1998 , at which each of John
Rothschild, Taketo Murata, Arnold Unger and Fred Burke were present. and the
Compensation Committee did not meet during the fiscal year ended January 31,
1999.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all cash compensation for services
rendered in all capacities to the Company, for the fiscal years ended January
31, 1999, January 31, 1998 and January 31, 1997 paid to the Company's Chief
Executive Officer, and the two other most highly compensated executive officers
(the Named Executive Officers) at the end of the above fiscal years whose total
annual salary plus bonus exceeded $100,000 per annum.
<TABLE>
<CAPTION>
- ---------------------------------- ----------- ------------------ ------------ -------------- ----------- -----------------
NAME AND YEAR/ RESTRICTED
PRINCIPAL PERIOD ANNUAL STOCK OPTIONS/ OTHER
POSITION ENDED COMPENSATION BONUS AWARDS SARS COMPENSATION
- ---------------------------------- ----------- ------------------ ------------ -------------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Arnold Unger, Co-Chairman and 1999 $135,000 $14,048 0 0 $14,048
Chief Executive Officer 1998 135,000 14,048 0 0 14,048
1997 70,000 8,078 0 0 14,048
- ---------------------------------- ----------- ------------------ ------------ -------------- ----------- -----------------
Renee Unger, Co-Chairman and 1999 $135,000 $14,048 0 0 $14,048
President 1998 135,000 14,048 0 0 14,048
1997 70,000 8,078 0 0 14,048
- ---------------------------------- ----------- ------------------ ------------ -------------- ----------- -----------------
Fred Burke, Chief Operating 1999 $85,000 $14,048 0 0 $10,536
Officer and Chief Financial 1998 85,000 14,048 0 0 10,536
Officer 1997 70,000 8,078 0 0 10,536
- ---------------------------------- ----------- ------------------ ------------ -------------- ----------- -----------------
</TABLE>
EMPLOYMENT AGREEMENTS
Arnold Unger and Renee Unger each have three-year employment agreements
with the Company. Arnold Unger serves as Chief Executive Officer and Vice
President of Sales and Marketing at an annual salary of $135,000. Renee Unger
serves as President, Vice President of Research and Development and Quality
Control at an annual salary of $135,000.
The employment agreements with each of Arnold Unger and Renee Unger
provide that upon the death of any of the two employees that two years full
salary will be paid to a designee of the employee. They also provide for
reimbursement of reasonable business expenses and their respective salaries for
the remainder of the term of the agreement in the event of disability.
Each of the above officers are entitled to bonuses based on achieving
sales and profitability as predetermined by the Board or Compensation Committee
and other subjective criteria as determined by the Board or Compensation
Committee.
8
<PAGE>
Arnold Unger and Renee Unger shall each receive $14,048 per year
additional compensation including a car allowance, insurance, retirement savings
matched contributions, and other perquisites.
Based upon any wrongful termination, which includes changes in control
of the Company (through an acquisition where any person acquires or announces a
tender offer or exchange for 25% of the Company, a sale of substantially all of
the assets or merger, acquisition of the Company or its consolidation with
another, or certain types of board changes), the Company shall pay the above, a
lump sum payment, based upon his or her then compensation, including benefits
and perquisites, from such termination. Such payment shall be the balance of
their respective compensation for the remainder of the term. If the payment is
in excess of $100,000, then such excess shall be payable in equal quarterly
payments with interest at the legal rate. The employment agreements also contain
non-compete provisions.
STOCK OPTION PLAN
In May 1997, the board of directors and shareholders adopted the
Intercorp Excelle Inc. Stock Option Plan (the "1997 Plan"), pursuant to which
500,000 shares of Common Stock are reserved for issuance.
The 1997 Plan will be administered by the compensation committee or the
Board of Directors, who determine among other things, those individuals who
shall receive options, the time period during which the options may be partially
or fully exercised, the number of shares of Common Stock issuable upon the
exercise of the options and the option exercise price.
The 1997 Plan is for a period for ten years, expiring in May, 2007.
Options may be granted to officers, directors, consultants, key employees,
advisors and similar parties who provide their skills and expertise to the
Company. Options granted under the 1997 Plan may be exercisable for up to ten
years, may require vesting, and shall be at an exercise price all as determined
by the board. Options are non-transferable except by the laws of descent and
distribution or a change in control of the Company, as defined in the 1997 Plan,
and are exercisable only by the participant during his or her lifetime. Change
in control includes (i) the sale of substantially all of the assets of the
Company and merger or consolidation with another, or (ii) a majority of the
board change other than by election by the shareholders pursuant to board
solicitation or by vacancies filled by the board caused by death or resignation
of such person.
If a participant ceases affiliation with the Company by reason of
death, permanent disability or retirement at or after age 70, the option remains
exercisable for one year from such occurrence but not beyond the option's
expiration date. Other termination gives the participant three months to
exercise, except for termination for cause which results in immediate
termination of the option.
9
<PAGE>
Options granted under the 1997 Plan, at the discretion of the
compensation committee or the board, may be exercised either with cash, Common
Stock having a fair market equal to the cash exercise price, the participant's
personal recourse note, or with an assignment to the Company of sufficient
proceeds from the sale of the Common Stock acquired upon exercise of the Options
with an authorization to the broker or selling agent to pay that amount to the
Company, or any combination of the above.
The exercise price of an option may not be less than the fair market
value per share of Common Stock on the date that the option is granted in order
to receive certain tax benefits under the Income Tax Act of Canada (the "ITA").
The exercise price of all future options will be at least 85% of the fair market
value of the Common Stock on the date of grant of the options. A benefit equal
to the amount by which the fair market value of the shares at the time the
employee acquires them exceeds the total of the amount paid for the shares or
the amount paid for the right to acquire the shares shall be deemed to be
received by the employee in the year the shares are acquired pursuant to
paragraph 7(1) of the ITA. Where the exercise price of the option is equal to
the fair market value of the shares at the time the option is granted, paragraph
110(1)(d) of the ITA allows a deduction from income equal to one quarter of the
benefit as calculated above. If the exercise price of the option is less than
the fair market value at the time it is granted, no deduction under paragraph
110(1)(d) is permitted. Options granted to any non-employees, whether directors
or consultants or otherwise will confer a tax benefit in contemplation of the
person becoming a shareholder pursuant to subsection 15(1) of the ITA.
Options may not be transferred by an optionee other than by will or the
laws of descent and distribution, and, during the lifetime of an optionee, the
option will be exercisable only the optionee.
Options under the 1997 Plan must be issued within ten years from the
effective date of the 1997 Plan.
Any unexercised options that expire or that terminate upon an
employee's ceasing to be employed by the Company become available again for
issuance under the 1997 Plan.
The 1997 Plan may be terminated or amended at any time by the board of
directors, except that the number of shares of Common Stock reserved for
issuance upon the exercise of options granted under the 1997 Plan may not be
increased without the consent of the shareholders of the Company.
In May 1997, the Board granted 200,000 Options under the 1997 Plan to
five individuals, including officers, directors and key employees. The Options
are exercisable at $3.50 per share for ten years expiring May 1, 2007, all of
which are currently exercisable.
In April 1998, the Board granted 30,000 Options under the 1997 Plan to
key management employees and 5,000 options to the Board's outside directors.
In July 1998, 32,500 options were exercised and sold by the five
Directors.
10
<PAGE>
OPTIONS TO NAMED EXECUTIVE OFFICERS
The following table sets forth certain information with respect to all
outstanding options granted to the Company's Named Executive Officers during the
Company's fiscal year ended January 31, 1999.
<TABLE>
<CAPTION>
OPTION GRANTS
NUMBER OF SECURITIES % OF TOTAL OPTIONS EXERCISE
UNDERLYING OPTIONS GRANTED TO EMPLOYEES PRICE EXPIRATION
NAME OF HOLDER GRANTED IN FISCAL YEAR ($/SH) DATE
- ----------------------- ---------------------- ------------------------ -------------- ---------------
<S> <C> <C> <C> <C>
Arnold Unger 50,000 25.0% $3.50 5/1/07
Renee Unger 50,000 25.0% $3.50 5/1/07
Fred Burke 50,000 25.0% $3.50 5/1/07
- ----------------------- ---------------------- ------------------------ -------------- ---------------
</TABLE>
11
<PAGE>
CERTAIN TRANSACTIONS
Arnold Unger, Chief Executive Officer and Co-Chairman of the Board and Renee
Unger, President and Co-Chairwoman of the Board, each have loaned to Excelle
Brands Food Corporation, a subsidiary of the Company $76,200 in March and July,
1994. These loans bear interest at the prime interest rate and are without any
specific repayment terms. The Company believes that the loans were made on terms
no less favorable to the Company than terms for similar loans from unaffiliated
parties. All future transactions and loans between the Company and its officers,
directors and 5% stockholders will be on terms no less favorable than could be
obtained from unaffiliated third parties and will be approved by a majority of
the independent, disinterested directors of the Company.
The loans are also subordinated to credit facilities which the Company has
with National Bank of Canada ("NBC"). As at January 31, 1999, the NBC credit
facility consisted of a Cdn$1,000,000 revolving demand loan, Cdn$836,434 in
non-revolving demand loans, all bearing interest at the banks prime rate plus 1%
to 1.5% and a Cdn$350,000 U.S. currency forward contract. The NBC credit
facility is secured with the assets of the Company subject only to prior
encumbrances on specific fixed assets which are senior to NBC. NBC also holds
all the voting equity of the subsidiary companies of the Company. Voting control
of the Company must remain with the Ungers, including their family trusts and
children, absent NBC's prior written consent.
SECTION 16(a) REPORTING
Under the securities laws of the United States, the Company's
directors, its executive and certain other officers, and any persons holding ten
percent or more of the Company's Common Stock must report on their ownership of
the Company's Common Stock and any changes in that ownership to the Securities
and Exchange Commission and to the National Association of Securities Dealers,
Inc.'s Automated Quotation System. Specific due dates for these reports have
been established. During the year ended January 31, 1999, the Company believes
all reports for all transactions were filed on a timely basis.
12
<PAGE>
PROPOSAL 2
RATIFICATION OF SCHWARTZ, LEVITSKY, FELDMAN, CHARTERED
ACCOUNTANTS, AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
The Board of Directors has unanimously approved and unanimously
recommends that the stockholders approve the appointment of Schwartz, Levitsky,
Feldman, Chartered Accountants as the Company's independent certified public
accountants for the ensuing year. A member of Schwartz, Levitsky, Feldman,
Chartered Accountants will be available to answer questions and will have the
opportunity to make a statement if he or she so desires at the Annual Meeting of
Stockholders.
STOCKHOLDER VOTE REQUIRED
Ratification of the appointment of Schwartz, Levitsky, Feldman,
Chartered Accountants as independent certified public accountants will require
the affirmative vote of the majority of the shares present in person or
represented by proxy at the Annual Meeting of Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT
OF SCHWARTZ, LEVITSKY, FELDMAN, CHARTERED ACCOUNTANTS AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
referred to in the Notice of Meeting which will be presented for consideration
at the meeting. However, it is possible that certain proposals may be raised at
the meeting by one or more stockholders. In such case, or if any other matter
should properly come before the meeting, it is the intention of the person named
in the accompanying proxy to vote such proxy in accordance with his or her best
judgement.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by mail, personal interview, telephone, and telegram
by directors, officers and employees of the Company. The Company will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy material to beneficial owners of
the Company's capital stock.
13
<PAGE>
STOCKHOLDER PROPOSALS
In order to be included in the materials for the Company's next Annual
Meeting of Stockholders, stockholder proposals must be received by the Company
on or before May 30, 2000.
ANNUAL AND QUARTERLY REPORTS TO THE SECURITIES AND EXCHANGE
COMMISSION
The Annual Report on Form 10-KSB for the year ended January 31, 1999 as
filed with the Securities and Exchange Commission will be made available to
stockholders free of charge by writing to 1880 Ormont Drive, Toronto, Ontario,
Canada M9L 2V4, Attention: Corporate Secretary.
By Order of the Board of Directors,
Arnold Unger
Co-Chairman and Chief Executive Officer
June 18, 1999
14
<PAGE>
GENERAL PROXY - ANNUAL MEETING OF STOCKHOLDERS OF INTERCORP EXCELLE INC.
The undersigned hereby appoints Arnold Unger, with full power
of substitution, proxy to vote all of the shares of Common Stock of the
undersigned and with all of the powers the undersigned would possess if
personally present, at the Annual Meeting of Stockholders of Intercorp Excelle
Inc., to be held at Intercorp Excelle Inc., 1880 Ormont Drive, Toronto, Ontario,
M9L 2V4 on July 15, 1999 at 2:00 p.m. local time and at all adjournments
thereof, upon the matters specified below, all as more fully described in the
Proxy Statement dated June 18, 1999 and with the discretionary powers upon all
other matters which come before the meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF INTERCORP EXCELLE INC.'S BOARD OF
DIRECTORS.
1. To elect directors to hold office for the ensuing year.
- Arnold Unger - Renee Unger - Fred Burke - Lori Gutmann
- Alysse Unger - John Rotschild - Taketo Murata
/ / FOR ALL NOMINEES / / WITHHELD FOR ALL NOMINEES
INSTRUCTION: To withhold authority to vote for any individual, write
that nominee's name in the space provided below:
---------------------------------------------------------------------
2. To ratify the appointment of Schwartz, Levitsky, Feldman, Chartered
Accountants, as the Company independent certified public accountants.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, upon such other matter or matters that may
properly come before the meeting, or any adjournments thereof.
---------------------------------------------------------------------
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
Every properly signed proxy will be voted in accordance with the specifications
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS
1, 2 and 3.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Meeting and Proxy Statement and hereby revokes any proxy or proxies
heretofore given.
Please mark, date, sign and mail your proxy promptly in the envelope provided.
Date:____________, 1999
---------------------------------------
(Print name of Stockholder)
---------------------------------------
(Print name of Stockholder)
---------------------------------------
Signature
---------------------------------------
Signature
Number of Shares
-----------------------------------
Note: Please sign exactly as name appears in the
Company's records. Joint owners should
each sign. When signing as attorney,
executor or trustee, please give title as
such.
