<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 (S) 240.14a-11(c) or (S) 240.14a-12
Shoe Pavilion, 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[SHOE PAVILION LOGO]
SHOE PAVILION, INC.
3200-F Regatta Boulevard
Richmond, California 94804
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Wednesday May 17, 2000, 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, Berkeley, California, on Wednesday, May 17, 2000, 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, 2000, will be entitled to vote at the meeting and any adjournment
thereof.
Dated: April 17, 2000
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
17, 2000, 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 17, 2000.
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, 2000, will be entitled to vote at the Annual Meeting.
As of the close of business on March 31, 2000, 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........... 48 Dmitry Beinus has served as Chairman 1979
of the Board, President and Chief
Executive Officer of the Company and
has been its sole stockholder since
founding the Company in 1979.
Gary A. Schwartz........ 48 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........ 65 David H. Folkman is President, 1997
Director and Chief Executive Officer
of On-Site Dental Care, Inc, a
private early stage start-up company.
Mr. Folkman has served as a Principal
with 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.).
Mr. Folkman is a director of Accrue
Software, Inc.
Peter G. Hanelt......... 55 Peter G. Hanelt has served as Chief 1997
Executive Officer and 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.
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>
2
<PAGE>
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.
FURTHER INFORMATION CONCERNING
THE BOARD OF DIRECTORS
Committees of the Board
During fiscal 1999, the Board of Directors held seven meetings and acted by
unanimous written consent on a number of occasions. In 1998, after
consummation of its initial public offering, 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 four meetings during fiscal
1999.
Attendance at Meetings
During fiscal 1999, there were no members of the Board of Directors who
attended fewer than 75% 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 December 30, 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 $100,000 for
services in all capacities to the Company and its subsidiaries during each
fiscal year as set forth below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------------- ---------------------
Other Annual Restricted Securities
Name and Principal Compensation Stock Underlying All Other
Position Year(1) Salary($) Bonus($) ($)(2) Awards($) Options(#) Compensation($)
- ------------------ ------- --------- -------- ------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dmitry Beinus.......... 1999 $300,000 -- -- -- -- --
Chairman and Chief 1998 $250,000 -- -- -- -- --
Executive Officer
Robert R. Hall......... 1999 $110,000 $ 5,011 -- -- --
Vice President and
Chief 1998 $110,000 $22,913 -- -- 50,000 --
Operating Officer
Gary A. Schwartz....... 1999 $160,577 -- -- -- -- --
Vice President and
Chief 1998 $145,192 -- -- -- 50,000 --
Financial Officer
</TABLE>
- --------
(1) The Company became a reporting company with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 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
years 1999 and 1998 these did not exceed the lesser of $50,000 or 10% of
each officer's salary and bonus.
The were no option grants to executives during the last fiscal year.
The following table sets forth certain information with respect to option
exercises during fiscal 1999 and stock options held by each of the Company's
executive officers as of January 1, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End(#) at FY-End($)
Acquired Value -------------------------- --------------------------
Name On Exercise(#) Realized($) Exercisable/ Unexercisable Exercisable/ Unexercisable
- ---- -------------- ----------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Dmitry Beinus........... -- -- -- --
Robert R. Hall.......... -- -- 12,500/37,500 0/0
Gary A. Schwartz........ -- -- 12,500/37,500 0/0
</TABLE>
Employment Agreements
The Company has no employment agreements with its executive officers.
Compensation Committee Interlocks and Insider Participation
During fiscal 1999, no executive officer of the Company served as a
director, or as a member of any compensation committee, of any other for-
profit entity.
4
<PAGE>
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 has 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
The Audit and Compensation Committee of the Board of Directors (the
"Committee") is responsible for establishing and administering the Company's
policies and practices relating to compensation matters. In this regard, it
approves all elements of compensation for executive officers and certain other
senior management. The Committee also is responsible for evaluating the
performance of executive officers and senior management. All members of the
Committee are outside directors who are not eligible to participate in any of
the compensation programs that the Committee oversees.
Overall Objectives and Programs
The objective of the Company's executive compensation program is to provide
compensation that will attract and retain executives, to provide incentives to
enhance the profitability and growth of the Company, to motivate each
executive toward the achievement of the Company's short and long-term
financial and other goals, and to recognize the contributions of individuals
as well as overall business results.
In order to achieve this objective, the primary focus of the Compensation
Committee has been on the competitiveness of each of the key elements of
executive compensation--base salary, annual bonus plan and stock option
grants--and the compensation package as a whole. Overall executive
compensation is dependent not only upon quantitative factors directly related
to the Company's short-term financial performance, but also qualitative
factors that strengthen the Company's ability to enhance profitable growth
over the long term, such as demonstrated leadership ability, management
development, and anticipating and responding to changing market and economic
conditions.
Base Salary
The Committee reviews and approves base salary levels of executive officers
annually, normally at the beginning of the fiscal year. Target levels are
based on the level of responsibility, scope and complexity of the executive's
position relative to other senior management positions internally, and the
need to provide, when combined with the annual bonus, overall direct
compensation at or above the average rates paid by comparably sized-companies.
Salary increases are based upon periodic reevaluations of these factors and
the performance of the executive in meeting individually assigned objectives.
During Fiscal 1999, the Committee reviewed the base salaries of the
executive officers and adjusted those salaries based on an informal assessment
of the competitive marketplace, the job performance of the respective
individual and any changes in the scope of the duties and responsibilities
assigned to each particular position. Although no specific formula was
utilized in determining base salary levels, continued turnover of executive
officers in the retail industry generally provides the Committee with a clear
barometer of the competitive marketplace. The salary levels of new executive
officers generally can be determined by the realities of this marketplace. As
new senior management is hired, the Committee believes that the salary levels
of other executive officers should be adjusted to reflect the scope and
complexity of the existing executive's position relative to that of new senior
management.
Annual Bonus
The Committee believes that a significant portion of the total annual
compensation of the Chief Executive Officer and other executive officers
should be contingent on the performance of the Company. The objective of this
plan is to attract, retain, motivate and reward employees by directly linking
the amount of any cash bonus to purely objective short-term financial
performance of the Company. For fiscal year 1999, certain executives
(excluding the Chief Executive Officer) were eligible under the bonus plan.
For fiscal year 2000, the Committee has implemented a separate bonus annual
non-discretionary incentive bonus plan that provides the Chief Executive
Officer with the opportunity to earn an annual bonus for fiscal year 2000. The
Company has continued the bonus plan for certain other executives of the
Company.
6
<PAGE>
Employee Equity Ownership
The Committee believes that the third key element of executive
compensation--employee equity ownership--is highly motivating and provides a
major incentive to employees in building stockholder value. Accordingly, stock
options are granted to executive officers to provide long-term incentives for
the achievement of the Company's strategic business plan, mission and values
and to align the interests of executive officers with those of the
stockholders. The Committee determines the size of any stock option to be
granted on a basis consistent with the overall objectives and criteria
outlined above, taking into consideration the particular executive's
performance and level of responsibility within the Company, and the value to
the Company of providing such executive with additional motivation toward
achieving the Company's short and long-term financial and other goals. The
Committee also considers previous grants of stock options and restricted stock
and compares the number of options previously granted with those granted to
other executive officers, taking into account each individual's level of
responsibility, the expected future value of such individual to the
organization, and the relationship between the additional incentive and the
likelihood of the attainment of individual objectives. No executive officers
of the Company were granted options in fiscal 1999.
Deductibility of Executive Compensation
Section 162(m) of the Code denies a deduction to any publicly held
corporation for certain compensation paid to certain executive employees in a
taxable year to the extent that the compensation exceeds $1,000,000. However,
certain performance-based compensation is not included in calculating the
$1,000,000 threshold. Stock options may qualify for this exclusion if the plan
under which they are granted meets certain conditions. The Stock Plan
currently contains limitations on the number of shares underlying options that
may be granted to an optionee within any fiscal year, and, to the extent
appropriate, the Company intends to take the necessary steps to conform its
compensation practices to comply with the $1,000,000 compensation deduction
limit under Section 162(m) of the Code. The Committee does not believe that
other components of the Company's compensation are likely to exceed $1,000,000
annually for any executive officer in the foreseeable future and, therefore,
has concluded that no further action with respect to qualifying such
compensation for deductibility is necessary at this time. In the future, the
Committee will reconsider this decision in the event that the individual
compensation of any of the Company's executive officers approaches the
$1,000,000 level.
Audit and Compensation Committee
Peter G. Hanelt
David H. Folkman
7
<PAGE>
PERFORMANCE GRAPH
The following graph compares the percentage change in the Company's
cumulative total stockholder return on its Common Stock for the fiscal year
ended January 1, 2000 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 4/3/99 7/3/99 10/2/99 1/1/00
- ------------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHOE PAVILION, INC. 100 141.96 130.36 94.64 107.14 73.21 64.29 52.69 31.26
FOOTWEAR-500 100 95.31 102.93 75.30 83.18 116.54 128.59 113.44 98.65
NASDAQ RETAIL INDEX 100 110.18 112.47 81.55 111.63 111.37 116.28 98.41 108.01
</TABLE>
8
<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, 2000.
<TABLE>
<CAPTION>
Common Stock
Beneficially
Owned as of March
31, 2000
--------------------
Number of
Executive Officer or Director Shares Percent
- ----------------------------- --------- -------
<S> <C> <C>
Dmitry Beinus.............................................. 4,500,000(1) 66.2%
Robert R. Hall............................................. 25,000(2) *
Gary A. Schwartz........................................... 27,000(3) *
David H. Folkman........................................... 14,000(4) *
Peter G. Hanelt............................................ 15,500(5) *
--------- ----
All directors and officers as a group (five persons)....... 4,581,500(6) 67.4%
</TABLE>
- --------
(*) Less than 1%.
(1) The address of Mr. Beinus is 3200-F Regatta Boulevard, Richmond,
California 94804. Mr. Beinus may be deemed to be a "control person" of the
Company within the meaning of the rules and regulations of the Securities
and Exchange Commission by reason of his stock ownership and executive
positions with the Company.
(2) Includes 25,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 2000.
(3) Includes 25,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 2000.
(4) Includes 10,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 2000.
(5) Includes 10,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 2000.
(6) Includes 70,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of March 31, 2000.
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
January 3, 1999 to January 1, 2000 all applicable filing requirements were
complied with for its officers, directors, and greater than ten-percent
beneficial owners.
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.
9
<PAGE>
STOCKHOLDER PROPOSALS
If any stockholder intends to present a proposal for action at the Company's
annual meeting in 2001 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, 2000. 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 2001, 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, 2001. 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 2001.
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 17, 2000.
By Order of the Board of Directors
Gary A. Schwartz, Secretary
10
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SHOE PAVILION, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 17, 2000
The undersigned hereby appoints Dmitry Beinus, Gary A. Schwartz and David
H. Folkman, 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 Radisson Hotel Berkeley Marina, Berkeley,
California, on May 17, 2000, 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)
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
This proxy will be voted as directed. In the absence of contrary directions, this proxy will be voted
FOR the election of the directors listed below and Proposal 2. [X] Please mark
your votes
as this
1. ELECTION OF DIRECTORS: FOR AGAINST ABSTAIN
FOR all WITHHOLD 2. To ratify the selection of Deloitte & Touche LLP [_] [_] [_]
nominees listed authority to vote as independent auditors for the Company
(except as for all nominees I plan to attend
indicated listed the meeting
[_] [_] 3. In their discretion, upon any and all such other
matters as may properly come before the meeting or [_]
any adjournment thereof.
STOCKHOLDERS ARE URGED TO MARK, DATE,
Instruction: To withhold authority to vote for any individual nominee, SIGN AND RETURN THIS PROXY PROMPTLY IN
strike a line through that nominee's name in the list below. THE ENVELOPE PROVIDED, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
Dmitry Beinus, Gary A. Schwartz, David H. Folkman and Peter G. Hanelt.
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
