CHEFS INTERNATIONAL, INC.
Revocable Proxy Solicited on Behalf of the Board of Directors
Annual Meeting of Stockholders - November 7, 1996
The undersigned, a stockholder of CHEFS INTERNATIONAL, INC.(the "Company")
hereby appoints Anthony Papalia and Martin Fletcher or either of them, as proxy
or proxies of the undersigned, with full power of substitution, to vote, in the
name, place and stead of the undersigned, with all of the powers which the
undersigned would possess if personally present, on behalf of the undersigned,
all the shares which the undersigned is entitled to vote at the Annual Meeting
of the Stockholders of Chefs International, Inc. to be held at 9:30 A.M. (local
time) on Thursday, November 7, 1996, at the Company's Jack Baker's Lobster
Shanty Restaurant at 2200 South Orlando Avenue, Cocoa Beach, Florida 32931 and
at any and all adjournments thereof. The undersigned directs that this Proxy be
voted as follows:
1) To elect directors for the ensuing year
FOR __ all nominees listed WITHHOLD AUTHORITY __ to
vote for all
below (except as marked to nominees listed below
the contrary below)
Nominees: JAMES FLETCHER, MARTIN FLETCHER, FRANK KOENEMUND, JACK
MARIUCCI, ANTHONY PAPALIA
(Instructions: To withhold authority for an individual nominee, write that
nominee's name on the line provided.)
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2) To authorize and approve an amendment to the Company's Certificate of
Incorporation (a) to reduce the number of authorized shares of Common Stock from
50,000,000 shares of Common Stock, $.01 par value per share ("Old Common Stock")
to 15,000,000 shares of Common Stock, $.01 par value per share ("New Common
Stock"), and (b) to effect a one-for-three reverse stock split of the
outstanding 13,466,155 shares of Old Common Stock thereby changing such shares
of Old Common Stock into approximately 4,488,719 shares of New Common Stock.
FOR o AGAINST o ABSTAIN o
3) In their discretion, on all other matters as shall properly come before
the meeting
AUTHORITY GRANTED o AUTHORITY WITHHELD o
(Continued and To be Signed on the Reverse Side)
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The Board of Directors recommends a vote FOR all of the foregoing. UNLESS
OTHERWISE SPECIFIED AS ABOVE PROVIDED, THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF DIRECTORS (PROPOSAL ONE) AND "FOR" THE AMENDMENT TO THE CERTIFICATE
OF INCORPORATION AND THE REVERSE STOCK SPLIT (PROPOSAL TWO) AS SET FORTH IN THE
PROXY STATEMENT. IN ADDITION, DISCRETIONARY AUTHORITY IS CONFERRED AS TO ALL
OTHER MATTERS THAT MAY COME BEFORE THE MEETING UNLESS SUCH AUTHORITY IS
SPECIFICALLY WITHHELD. Stockholders who are present at the meeting may withdraw
their Proxy and vote in person if they so desire.
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY PROMPTLY. No postage is
required if returned in the enclosed envelope and mailed in the United States.
Receipt of the Notice of Annual Meeting of Stockholders, the accompanying Proxy
Statement of the Board of Directors and the Company's Annual Report for the year
ended January 28, 1996 is acknowledged.
Dated:_______________________________________, 1996
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(Signature of Stockholder)
Please sign exactly as
name appears on this
Proxy. If shares are
registered in more than
one name, the signatures
of all such persons are
required. A corporation
should sign in its full
corporate name by a duly
authorized officer,
stating his title.
Trustees, guardians,
executors and
administrators should sign
in their official
capacity, giving their
full title as such. If a
partnership, please sign
in partnership name by
authorized person.
PLEASE SIGN AND RETURN THIS PROXY PROMPTLY
No postage is Required if Returned in the Enclosed Envelope and Mailed in the
United States
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