<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 Section 240.14a-11(c) or Section 240.14a-12
Shoe Pavilion, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
SHOE PAVILION, INC.
3200-F Regatta Boulevard
Richmond, California 94804
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Friday, May 14, 1999, 10:30 A.M.
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Shoe
Pavilion, Inc. (the "Company") will be held at the RADISSON HOTEL BERKELEY
MARINA, 200 Marina Boulevard, Berkeley, California, on Friday, May 14, 1999,
at 10:30 A.M. for the following purposes:
(1) To elect four directors (Proposal 1);
(2) To ratify the selection of Deloitte & Touche LLP as independent
auditors for the Company (Proposal 2); and
(3) To transact such other business as may properly come before the
meeting.
Only stockholders of record on the books of the Company as of 5:00 P.M.,
March 31, 1999, will be entitled to vote at the meeting and any adjournment
thereof. A complete list of the Company's stockholders entitled to vote at the
meeting will be available for examination by any stockholder for inspection
for ten days prior to the meeting during normal business hours at the
Company's offices at 3200-F Regatta Boulevard, Richmond, California.
Dated: April 15, 1999
By Order of the Board of Directors
Gary A. Schwartz, Secretary
STOCKHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE.
<PAGE>
SHOE PAVILION, INC.
3200-F Regatta Boulevard
Richmond, California 94804
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Shoe Pavilion,
Inc. (the "Company") to be used at the Annual Meeting of Stockholders on May
14, 1999, for the purposes set forth in the foregoing notice. This proxy
statement and the enclosed form of proxy were first sent to stockholders on or
about April 15, 1999.
If the enclosed form of proxy is properly signed and returned, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the proxy does not specify how the shares
represented thereby are to be voted, the proxy will be voted as recommended by
the Board of Directors. Any stockholder signing a proxy in the form
accompanying this Proxy Statement has the power to revoke it prior to or at
the Annual Meeting. A proxy may be revoked by a writing delivered to the
Secretary of the Company stating that the proxy is revoked, by a subsequent
proxy signed by the person who signed the earlier proxy, or by attendance at
the Annual Meeting and voting in person.
VOTING SECURITIES
Only stockholders of record on the books of the Company as of 5:00 P.M.,
March 31, 1999, will be entitled to vote at the Annual Meeting.
As of the close of business on March 31, 1999, there were outstanding
6,800,000 shares of Common Stock of the Company, entitled to one vote per
share. The holders of a majority of the outstanding shares of the stock of the
Company, present in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting or any adjournment thereof.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the meeting and will determine whether
or not a quorum is present. The election inspectors will treat abstentions and
broker non-votes as shares that are present and entitled to vote for purposes
of determining the presence of a quorum but as unvoted for purposes of
determining the approval of any matter submitted to the stockholders for a
vote. With regard to the election of directors, votes may be cast "For" or
"Withhold Authority" for each nominee; votes that are withheld will be
excluded entirely from the vote and will have no effect. The ratification of
the selection of Deloitte & Touche LLP as independent auditors for the Company
requires the affirmative vote of the holders of the majority of the shares
present or represented by proxy at the Annual Meeting. If a broker indicates
on the proxy that it does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be considered as
present and entitled to vote with respect to that matter.
1
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The persons named below are nominees for director to serve until the next
Annual Meeting of Stockholders and until their successors shall have been
elected. The nominees constitute the present Board of Directors. In the
absence of instructions to the contrary, shares represented by the proxy will
be voted and the proxies will vote for the election of all such nominees to
the Board of Directors. If any of such persons is unable or unwilling to be a
candidate for the office of director at the date of the Annual Meeting, or any
adjournment thereof, the proxies will vote for such substitute nominee as
shall be designated by the proxies. The management has no reason to believe
that any of such nominees will be unable or unwilling to serve if elected a
director. Set forth below is certain information concerning the nominees which
is based on data furnished by them.
<TABLE>
<CAPTION>
Served as
Business Experience During Past Director
Nominees for Director Age Five Years and Other Information Since
--------------------- --- -------------------------------- ---------
<C> <C> <S> <C>
Dmitry Beinus........... 47 Dmitry Beinus has served as Chairman 1979
of the Board, President and Chief
Executive Officer of the Company
since founding the Company in 1979.
Gary A. Schwartz........ 47 Gary A. Schwartz has served as Vice 1997
President of Finance and Chief
Financial Officer of the Company
since September 1997. From January
1997 until April 1997, Mr. Schwartz
served as Vice President, Retail and
Licensing of Jessica McClintock,
Inc., a women's apparel and fragrance
company. From 1979 to 1996,
Mr. Schwartz served as Vice President
and Chief Financial Officer of Byer
California, an apparel manufacturer
and commercial real estate company.
Mr. Schwartz is a Certified Public
Accountant.
David H. Folkman........ 64 David H. Folkman has served as 1997
Principal and Director of Regent
Pacific Management Corporation, a
management consulting firm, since
1995, a position he also held from
1991 to 1993. From October 1998 to
April 1999, Mr. Folkman also served
as President of Natural Wonders,
Inc., a national specialty retailer
of nature and science merchandise, of
which he is still a director. From
1993 to 1995, Mr. Folkman served as
President and Chief Executive Officer
of Espirit De Corp, an apparel
manufacturer, wholesaler and
retailer. From 1982 to 1987,
Mr. Folkman served as the President
and Chief Executive Officer of
Emporium, a 22-store division of
Carter Hawley Hale Stores, Inc. (now
owned by Federated Department Stores,
Inc.).
Peter G. Hanelt......... 54 Peter G. Hanelt has served as Chief 1997
Executive Officer and a director of
Natural Wonders, Inc., a national
specialty retailer of nature and
science merchandise, since October
1998. Mr. Hanelt has also been a
Principal with Regent Pacific
Management Corporation, a management
consulting firm, since April 1997.
From 1993 to April 1997, Mr. Hanelt
served as Chief Operating Officer and
Chief Financial Officer of Espirit De
Corp, an apparel manufacturer,
wholesaler and retailer, and as
President, Retail Division from 1995
to 1996. Mr. Hanelt is also a
director of iWerks, Inc.
</TABLE>
There is no family relationship between any of the foregoing nominees or
between any such nominees and any of the Company's executive officers. The
Company's executive officers serve at the discretion of the Board of
Directors.
2
<PAGE>
FURTHER INFORMATION CONCERNING
THE BOARD OF DIRECTORS
Committees of the Board
During fiscal 1998, the Board of Directors held four meetings and acted by
unanimous written consent on a number of occasions. In November 1997, the
Company established an Audit and Compensation Committee. The Company does not
have a Nominating Committee.
The members of the Audit and Compensation Committee are David H. Folkman and
Peter G. Hanelt. Among the functions performed by this committee in its
capacity as an Audit Committee are to make recommendations to the Board of
Directors with respect to the engagement or discharge of independent auditors,
to review with the independent auditors the plan and results of the auditing
engagement, to review the Company's internal auditing procedures and system of
internal accounting controls and to make inquiries into matters within the
scope of its functions. Among the functions performed by this committee in its
capacity as a Compensation Committee are to review and make recommendations to
the Board of Directors concerning the compensation of the key management
employees of the Company and to administer the Company's equity incentive
plan. The Audit and Compensation Committee held three meetings during fiscal
1998.
Attendance at Meetings
During fiscal 1998, there were no members of the Board of Directors who
attended fewer than seventy-five percent of the meetings of the Board of
Directors and all committees of the Board on which they served.
Compensation of Directors
Directors who are not employees of the Company are paid directors fees
consisting of $8,000 per year. Under the Non-Employee Director Stock Option
Plan, Messrs. Folkman and Hanelt will each be granted at the Annual Meeting,
and at each subsequent annual meeting at which they are reelected as
directors, options to purchase 2,500 shares of Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS.
PROPOSAL 2
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending January 1, 2000. Deloitte
& Touche LLP has acted as auditors for the Company since 1990. Although action
by the stockholders is not required by law, the Board of Directors has
determined that it is desirable to request ratification of this selection by
the stockholders of the Company. If the stockholders fail to approve the
selection of such auditors, the Board of Directors will reconsider the
selection.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS.
Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting with the opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions.
3
<PAGE>
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The compensation paid to the Company's Chief Executive Officer and the only
other executive officers who received compensation in excess of $100,000 for
services in all capacities to the Company and its subsidiaries during fiscal
1998 is set forth below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------------- ---------------------
Other Annual Restricted Securities All Other
Name and Principal Compensation Stock Underlying Compen-
Position Year(1) Salary($) Bonus($) ($)(2) Awards($) Options(#) sation($)
- ------------------ ------- --------- -------- ------------ ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Dmitry Beinus........... 1998 250,000 -- -- -- -- --
Chairman and Chief
Executive Officer
Robert R. Hall.......... 1998 110,000 22,913 -- -- 50,000 --
Vice President and
Chief Operating Officer
Gary A. Schwartz........ 1998 145,192 -- -- -- 50,000 --
Vice President and
Chief Financial Officer
Keith C. Gossett, Jr.... 1998 90,962 12,812 -- -- 30,000 --
Vice President
</TABLE>
- --------
(1) The Company became a reporting company under the Exchange Act in February
1998 and is not required to provide information for any period prior to
fiscal 1998.
(2) While the named executive officers enjoy certain perquisites, for fiscal
year 1998 these did not exceed the lesser of $50,000 or 10% of each
officer's salary and bonus.
The following table sets forth certain information regarding stock options
granted during fiscal 1998 to the executive officers named in the foregoing
Summary Compensation Table. None of such persons received awards of stock
appreciation rights during fiscal 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable
Value at
Assumed Annual
Individual Grants Rates of Stock
-------------------------------------------------- Price
Number of Percent of Appreciation
Securities Total Options for Option
Underlying Granted to Exercise or Terms(3)
Options Employees in Base Price Expiration --------------
Name Granted(#)(1) Fiscal Year ($/Sh)(2) Date 5%($) 10%($)
- ---- ------------- ------------- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Dmitry Beinus........... -- -- -- -- -- --
Robert R. Hall.......... 50,000 15.0 7.00 2/23/08 220,113 557,810
Gary A. Schwartz........ 50,000 15.0 7.00 2/23/08 220,113 557,810
Keith C. Gossett, Jr.... 30,000 9.0 7.00 2/23/08 132,002 334,686
</TABLE>
- --------
(1) The options granted to Mr. Hall, Mr. Schwartz and Mr. Gossett in fiscal
1998 vest in four equal annual installments beginning on February 23,
1999. Under the terms of the Company's 1998 Equity Incentive Plan, the
Audit and Compensation Committee retains discretion, subject to plan
limits, to modify the terms of outstanding options.
(2) All options were granted at fair market value at date of grant.
4
<PAGE>
(3) Realizable values are reported net of the option exercise price. The
dollar amounts under these columns are the result of calculations at the
5% and 10% rates (determined from the price at the date of grant, not the
stock's current market value) set by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of the Company's stock price. Actual gains, if any,
on stock option exercises are dependent on the future performance of the
Common Stock as well as the optionholder's continued employment through
the vesting period. The potential realizable value calculation assumes
that the optionholder waits until the end of the option term to exercise
the option.
The following table sets forth certain information with respect to option
exercises during fiscal 1998 and stock options held by each of the Company's
executive officers as of January 2, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End(#) at FY-End($)
Acquired Value ------------------------- -------------------------
Name On Exercise(#) Realized($) Exercisable/Unexercisable
- ---- -------------- ----------- Exercisable/Unexercisable -------------------------
<S> <C> <C> <C> <C>
Dmitry Beinus........... -- -- -- --
Robert R. Hall.......... -- -- 0/50,000 0/0
Gary A. Schwartz........ -- -- 0/50,000 0/0
Keith C. Gossett, Jr.... -- -- 0/30,000 0/0
</TABLE>
Employment Agreements
The Company has no employment agreements with its executive officers.
Compensation Committee Interlocks and Insider Participation
During fiscal 1998, no executive officer of the Company served as a
director, or as a member of any compensation committee, of any other for-
profit entity.
Transactions With The Company
From August 1988 to February 1998, the Company was treated for federal
income tax purposes as a corporation subject to taxation under Subchapter S of
the Code, and comparable state tax laws. As a result, the Company's earnings
through the day preceding February 23, 1998 (the "Termination Date"), were
taxed, with certain exceptions, for federal and certain state income tax
purposes directly to Mr. Beinus. The Company had previously made distributions
to Mr. Beinus to provide him with funds to assist in paying federal and state
income taxes on the undistributed earnings of the Company. In connection with
its initial public offering, the Company made an additional S corporation
distribution of $7.8 million to Mr. Beinus, which approximately equaled the
estimated earned and previously undistributed taxable S corporation income of
the Company through the day preceding the Termination Date.
The Company and Mr. Beinus have entered into an agreement (the "Tax
Indemnification Agreement") providing that Mr. Beinus will indemnify the
Company with respect to any federal, state or local corporate income taxes the
Company is required to pay as a result of the Company's failure to qualify as
an S corporation with respect to tax returns in which the Company reported its
income as an S corporation. The Tax Indemnification Agreement further provides
that the Company will indemnify Mr. Beinus on an after-tax basis with respect
to any federal, state or local income taxes (plus interest and penalties) paid
or required to be paid by him, and he will pay to the Company any refunds of
federal, state or local income taxes (including interest received thereon)
received by (or credited to) him, as a result of a subsequent adjustment in
income of the Company with respect to any tax return in which the Company
reported its income as an S corporation.
In 1998, Mr. Beinus was a guarantor of the Company's credit facility with
U.S. Bank. Under the Company's new credit facility with Wells Fargo Bank, Mr.
Beinus is no longer a guarantor.
5
<PAGE>
REPORT OF THE AUDIT AND COMPENSATION COMMITTEE
To the Board of Directors:
In November 1997, the Board of Directors created the Audit and Compensation
Committee, consisting solely of independent directors, and, in February 1998,
the Company consummated its initial public offering. Because the Company's
initial public offering occurred during the year, the Audit and Compensation
Committee played no role with respect to most of the decisions relating to the
1998 compensation of the Company's officers. However, the Audit and
Compensation Committee did approve the base salary levels for 1999 for the
Company's officers.
As members of the Audit and Compensation Committee, it is our duty to
determine the compensation for officers and directors, to administer the
Company's 1998 Equity Incentive Plan and to review the Company's salary, bonus
and compensation arrangements generally. In addition, we evaluate the
performance of management and related matters.
In discharging our responsibilities as members of the Committee, our
objective is to establish policies which will enhance the long-term
performance of the Company, enable the Company to attract and retain
outstanding executives and employees and provide meaningful incentives--
without subjecting the Company to excessive costs. The Company has
historically relied principally on cash payments in the form of salary and
bonus to motivate its key executives and managers.
We expect that in future years the compensation policy of the Company will
be that a portion of the annual compensation of each officer should relate to
and be contingent upon the performance of the Company, as well as the
individual contribution of each officer. The Audit and Compensation Committee
intends to consider during 1999 modification of the Company's approach to
bonuses in recognition that the considerations applicable to a public company
are not necessarily the same as those applicable to a privately held company.
Mr. Beinus' compensation for 1998 was established at a time when he owned
all of the stock of the Company. Mr. Beinus' base salary for 1999 was
increased from $250,000 to $300,000, a 20% increase over his 1998 base salary.
In setting his base salary for 1999, we considered, among other things, the
recent performance of the Company, the performance of the Company relative to
its competitors and the fact that Mr. Beinus has never received awards under
the Company's 1998 Equity Incentive Plan.
As a matter of policy, the Company believes it is important to retain the
flexibility to maximize the Company's tax deductions. Amendments to Section
162(m) of the Internal Revenue Code have eliminated the deductibility of most
compensation over a million dollars in any given year. The Committee believes
that it is highly unlikely that any officer of the Company will receive
compensation in excess of a million dollars per year in the foreseeable
future. However, subject to the foregoing, it will be the policy of the
Committee to consider the impact, if any, of Section 162(m) on the Company and
to document as necessary specific performance goals in order to seek to
preserve the Company's tax deductions.
We subscribe to the philosophy that the Company's overall performance and
its return to shareholders will be the primary area of consideration when
rewarding the Company's top executives. It is our goal to ensure that the
Company's executives are paid competitively with the market and are rewarded
for performance that benefits the shareholders. In years when the Company does
well, we will reward using the tools described above; in years when the
performance does not meet expectations, the compensation of the top executives
of Shoe Pavilion will be reflective of that fact.
Audit and Compensation Committee
Peter G. Hanelt
David H. Folkman
6
<PAGE>
PERFORMANCE GRAPH
The following graph compares the percentage change in the Company's
cumulative total stockholder return on its Common Stock for the period from
the Company's initial public offering on February 23, 1998 to January 2, 1999
with the cumulative total return of the Standard & Poor's Footwear-500 Index
and the NASDAQ Retail Index.
The comparisons in the graph below are based on historical data and are not
indicative of, or intended to forecast, the possible future performance of the
Company's Common Stock.
<TABLE>
<CAPTION>
Company/Index 2/23/98 3/31/98 6/30/98 9/30/98 1/2/99
------------- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
SHOE PAVILION, INC.................... 100 141.96 130.36 94.64 107.14
FOOTWEAR-500.......................... 100 95.31 102.93 75.30 83.18
NASDAQ RETAIL INDEX................... 100 100.21 93.25 79.56 87.01
</TABLE>
7
<PAGE>
OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table indicates, as to each director, each named executive
officer and each holder known to the Company to be the beneficial owner of
more than five percent of any class of the Company's voting stock, the number
of shares and percentage of the Company's stock beneficially owned as of March
31, 1999.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
as of March 31,
1999
-----------------------
Number of
Executive Officer or Director Shares Percent
- ----------------------------- --------- --------
<S> <C> <C>
Dmitry Beinus (1)....................................... 4,500,000 66.2
Robert R. Hall.......................................... 12,500(2) *
Gary A. Schwartz........................................ 14,500(3) *
Keith C. Gossett, Jr.................................... 7,500(4) *
David H. Folkman........................................ 11,500(5) *
Peter G. Hanelt......................................... 13,000(6) *
----------- ------
All directors and officers as a group (six persons)..... 4,559,000(7) 66.6
</TABLE>
- --------
(*) Less than 1%.
(1) The address of Mr. Beinus is 3200-F Regatta Boulevard, Richmond,
California 94804.
(2) Consists of 12,500 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 1999.
(3) Includes 12,500 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 1999.
(4) Consists of 7,500 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 1999.
(5) Includes 7,500 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 1999.
(6) Includes 7,500 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 1999 and 500 shares held by Mr.
Hanelt's son.
(7) Includes 47,500 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the period from
February 23, 1998 to January 2, 1999 all filing requirements applicable to its
officers, directors, and greater than ten-percent beneficial owners were
complied with, except that David H. Folkman filed a Form 4 in August 1998 with
respect to the acquisition of 1,000 shares in July 1998 which was not timely
reported.
8
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, there are no other matters which
management intends to present or has reason to believe others will present to
the meeting. If other matters properly come before the meeting, those who act
as proxies will vote in accordance with their judgment.
STOCKHOLDER PROPOSALS
If any stockholder intends to present a proposal for action at the Company's
annual meeting in 2000 and wishes to have such proposal set forth in
management's proxy statement, such stockholder must forward the proposal to
the Company so that it is received on or before December 16, 1999. Proposals
should be addressed to the Company at 3200-F Regatta Boulevard, Richmond,
California 94804, Attention: Corporate Secretary.
The attached proxy card grants the proxy holders discretionary authority to
vote on any matter raised at the Annual Meeting. If a stockholder intends to
submit a proposal at the Company's annual meeting in 2000, which proposal is
not intended to be included in the Company's proxy statement and form of proxy
relating to that meeting, the stockholder should give appropriate notice no
later than March 1, 2000. If such a stockholder fails to submit the proposal
by such date, the Company will not be required to provide any information
about the nature of the proposal in its proxy statement and the proxy holders
will be allowed to use their discretionary voting authority if the proposal is
raised at the Company's annual meeting in 2000.
COST OF SOLICITATION
All expenses in connection with the solicitation of this proxy, including
the charges of brokerage houses and other custodians, nominees or fiduciaries
for forwarding documents to stockholders, will be paid by the Company.
Dated: April 15, 1999.
By Order of the Board of Directors
Gary A. Schwartz, Secretary
9
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SHOE PAVILION, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 14, 1999
The undersigned hereby appoints Dmitry Beinus and Gary A. Schwartz, or any
of them, each with power of substitution, as proxies of the undersigned, to
attend the Annual Meeting of Stockholders of SHOE PAVILION, INC. to be held at
the RADISSION HOTEL BERKELEY MARINA, 200 Marina Boulevard, Berkeley, California,
on May 14, 1999, at 10:30 A.M., and any adjournment thereof, and to vote the
number of shares the undersigned would be entitled to vote if personally present
on the following:
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE REVERSE SIDE)
<PAGE>
(Continued from other side)
- --------------------------------------------------------------------------------
This proxy will be voted as directed. In the absence of [X] Please mark
contrary directions, this proxy will be voted FOR the your votes
selection of the directors listed below and Proposal 2. as this
1. ELECTION OF DIRECTORS:
FOR all WITHHOLD 2. To ratify the selection of Deloitte
nominees listed authority to vote & Touche LLP as independent auditors
(except as for all nominees for the Company.
indicated) listed
FOR AGAINST ABSTAIN
[_] [_] [_]
[_] [_]
3. In their discretion, upon any and all
such other matters as may properly
come before the meeting or any
adjournment thereof.
I plan to attend the meeting.
[_]
Instruction: To withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.
Dmitry Beinus, Gary A. Schwartz, David H. Folkman and Peter G. Hanelt.
STOCKHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
Signature(s) ____________________________________________ Date ______________
The signature should correspond exactly with the name appearing on the
certificate evidencing your Common Stock. If more than one name appears, all
should sign. Joint owners should each sign personally.
- --------------------------------------------------------------------------------
