<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
HARLYN PRODUCTS, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
HARLYN PRODUCTS, INC.
1515 South Main Street
Los Angeles, California 90015
Telephone: (213) 746-0745
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
To be held December 5, 1995
TO THE SHAREHOLDERS:
The Annual Meeting of the Shareholders of HARLYN PRODUCTS, INC. will be
held at the Beverly Hills Country Club, 3084 Motor Ave., Cheviot Hills,
California, 90064, on Tuesday, December 5, 1995 at 2:30 P.M. Pacific Standard
Time, for the following purposes:
(1) to elect six members to the Board of Directors to serve until the next
Annual Meeting of Shareholders or until their respective successors
shall be elected and qualify. The Board of Directors has nominated
the following individuals:
Harold Weisbrod Roger Kuppinger
William Hood Barbara Rodriguez
Edward Dudziak James Freedman
(2) to ratify the appointment of Deloitte & Touche as the Company's
independent auditors for the fiscal year ending June 30, 1996; and
(3) to transact such other business and to consider and take action upon
any and all matters that may properly come before the Meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on November 3, 1995,
as the record date for the determination of the shareholders entitled to
notice of and to vote at the Meeting.
All shareholders are invited to attend the Meeting in person.
By Order of the Board of Directors
Los Angeles, California HAROLD WEISBROD
November 13, 1995 Chairman of the Board
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE MARK,
SIGN AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE.
<PAGE>
HARLYN PRODUCTS, INC.
------------------
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed proxy is solicited by and on behalf of the Board of
Directors of the Company and in connection with the Annual Shareholders
Meeting to be held December 5, 1995 at the Beverly Hills Country Club, 3084
Motor Ave., Cheviot Hills, California, 90064.
Shareholders are requested to complete, date and sign the accompanying
proxy and return it promptly to the Company. Any proxy given may be revoked
by a shareholder at any time before it is voted at the Annual Meeting and all
adjournments thereof by filing with the Secretary of the Company a notice in
writing revoking it, or by duly executing and submitting a proxy bearing a
later date. Proxies may also be revoked by any shareholder present at the
Annual Meeting who expresses a desire to vote such shares in person. Subject
to such revocation, all proxies duly executed and received prior to, or at
the time of, the Annual Meeting will be voted in accordance with the
specification on the proxy card. If no specification is made, proxies will
be voted in favor of the proposals therein.
The Company will bear the cost of the solicitation of proxies, including
the charges and expenses of brokerage firms and others forwarding the
solicitation of material to beneficial owners of stock. In addition to use
of the mails: directors, officers, regular employees and certain shareholders
of the Company may solicit proxies personally, by telephone or by fax.
The Company's executive offices are located at 1515 South Main Street,
Los Angeles, California 90015, telephone number (213) 746-0745. It is
expected that this Proxy Statement and accompanying Proxy will first be
mailed to shareholders on or about November 17, 1995.
SHAREHOLDERS' VOTING RIGHTS
Only holders of record of the Company's Common Stock ($.10 par value),
at the close of business on November 3, 1995 will be entitled to notice of,
and to vote at, the Annual Meeting. On such date, there were 4,753,284 shares
of Common Stock outstanding, the only class of stock issued by the Company.
Each share of Common Stock entitles the holder thereof to one vote upon each
matter to be voted upon at the Annual Meeting. With respect to election of
directors, assuming a quorum is present, the six candidates receiving the
highest number of votes are elected.
To approve the appointment of Deloitte & Touche as the Company's
independent auditors for the fiscal year ending June 30, 1996, assuming a
quorum is present, the affirmative vote of a majority of the shareholders
represented and voting at the meeting is required, provided that the shares
voting affirmatively also must constitute a majority of the required quorum.
A quorum is the presence in person or by proxy of shares representing a
majority of the outstanding shares of Common Stock.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of November 3, 1995 with
respect to Common Stock ownership by the only persons known by the Company to
own beneficially 5% or more of its outstanding Common Stock and by all
current directors and officers.
<TABLE>
<CAPTION>
Amount and Nature of Percentage of
Name Beneficial Ownership Class Outstanding
- ----------------- -------------------- -----------------
<S> <C> <C>
Harold Weisbrod (1) 2,508,558 (2)(3) 49.5%
William Hood (1) 290,980 (3) 6.1%
Edward D. Dudziak (1) 229,968 (3) 4.8%
Roger P. Kuppinger 156,376 (3) 3.3%
Barbara Rodriguez 95,500 (3) 2.0%
James Freedman 8,000 (4) 0.2%
Randall Monson (1) 33,917 (3) 0.7%
All Officers and
Directors as a Group (7 persons) 3,323,299 (3) 67.6%
</TABLE>
(1) Messrs. Weisbrod, Hood, Dudziak and Monson have their address at
1515 South Main Street, Los Angeles, California 90015.
(2) Certain of the shares are held in family partnerships and trusts over
which Mr. Weisbrod has disposition and investment power.
(3) Includes exercisable warrants and options to purchase an aggregate of
161,251 shares: 31,000 for Mr. Weisbrod, 29,167 for Mr. Hood, 29,167
for Mr. Dudziak, for 20,000 for Mr. Kuppinger, 20,000 for Ms. Rodriguez,
for 31,917 for Mr. Monson and 161,251 shares for the group.
(4) Shares are held in a profit sharing trust over which Mr. Freedman has
disposition and investment power.
2
<PAGE>
ELECTION OF DIRECTORS
Six directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting to hold office until the next Annual Meeting of
Shareholders and until their respective successors have been elected and
shall qualify. The Board of Directors nominees are the six individuals named
below, all of whom currently serve as the Board of Directors. It is the
intention of the persons named in the enclosed proxy to vote the shares
covered by each proxy for the election of all the nominees named in the table
below. Although the Board of Directors does not anticipate that any nominees
will be unavailable for election, in the event of such occurrence the proxies
will be voted for such substitute, if any, as the Board of Directors may
designate.
The following table sets forth information with respect to nominees:
<TABLE>
<CAPTION>
Name Principal Occupation Director Since
- ---- -------------------- --------------
<C> <S> <C>
Harold Weisbrod Chairman of the Board of the Company 1963
William Hood Chief Executive Officer of the Company 1988
Edward D. Dudziak President and Chief Operating Officer 1983
of the Company
Roger P. Kuppinger President of The Kuppinger Co. 1976
Barbara Rodriguez President of Sleepy Hollow Construction 1983
Company
James Freedman Managing Director of Barrington Associates 1994
</TABLE>
Mr. Weisbrod (74) has been with the Company and its predecessor since
1945 and has been Chairman of the Board since 1963, and was President from
1963 to 1983.
Mr. Dudziak (54) has been with the Company for the last fifteen years.
He was Senior Vice President of the Company prior to August 4, 1983, and has
been President since August 4, 1983.
Mr. Hood (71), became Chief Executive Officer of Harlyn Products, Inc.
on June 22, 1989. Mr. Hood was President of Hunt-Wesson Foods, Inc. from 1972
to 1980.
Mr. Kuppinger (54) is the President of The Kuppinger Co., an investment
advisory firm. Mr. Kuppinger was formerly Managing Director of Sutro & Co.,
Inc. an investment banking company, and a Senior Vice President at Sutro &
Co. from 1969 to 1994.
Ms. Rodriguez (39), the daughter of Harold Weisbrod, has been a director
of the Company since 1983. She held management positions with the Company in
advertising and promotions from 1981 to 1983. She has been President of
Sleepy Hollow Construction Company since 1990.
3
<PAGE>
Mr. Freedman (42), is the Managing Director of Barrington Associates, a
private investment banking firm which he founded in 1982. Prior to the
founding of Barrington Associates, Mr. Freedman was Vice President of The
Foothill Group, Inc., where he worked from 1978 to 1982.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES THEREOF
The Board of Directors has an Audit Committee and a Compensation
Committee. The members of the Audit Committee are Roger Kuppinger and James
Freedman. The functions of the Audit Committee include reviewing and making
recommendations to the Board of Directors with respect to: the engagement or
re-engagement of an independent accounting firm to audit the Company's
financial statements for the then current fiscal year, and the terms of the
engagement; the policies and procedures of the Company and Management with
respect to maintaining the Company's books and records and furnishing the
information necessary to the independent auditors; the procedures to
encourage access to the Audit Committee and facilitate the timely reporting
during the year by duly authorized representatives of the recommendations and
advice; the implementation by Management of the recommendation made by the
independent auditors in its annual management letter; the adequacy and
implementation of the Company's internal audit controls and the adequacy and
competency of the related personnel; and such other matters relating to the
Company's financial affairs and accounts as the Audit Committee may in its
own discretion deem desirable. The Audit Committee held two meetings during
the last fiscal year.
The members of the Compensation Committee are Barbara Rodriguez, James
Freedman and Roger Kuppinger. The functions of the Compensation Committee
are to approve or recommend the approval to the Board of Directors of the
compensation and the remuneration arrangements for directors and senior
management. The Compensation Committee held two meetings during the last
fiscal year.
The Board of Directors held a total of six meetings during the fiscal
year ended June 30, 1995. Each Director attended more than 75% of the
aggregate number of meetings of the Board and the committees on which he or
she served.
APPOINTMENT OF AUDITORS
Action is to be taken by the shareholders at the Annual Meeting with
respect to the ratification of Deloitte & Touche, certified public
accountants, as independent auditors for the Company for the current fiscal
year. Deloitte & Touche does not have and has not had at any time any direct
or indirect financial interest in the Company or any of its subsidiaries and
does not have and has not had at any time any connection with the Company or
any of its subsidiaries in the capacity of promoter, underwriter, voting
trustee, director, officer, or employee. Neither the Company nor any officer
or director of the Company has or has had any interest in Deloitte & Touche.
4
<PAGE>
The Board of Directors of the Company and its Audit Committee have
approved Deloitte & Touche as its independent auditors. Prior thereto, they
have questioned partners of that firm about its methods of operation and have
received assurances that any litigation or other matters involving it do not
affect its ability to perform as the Company's independent auditors.
Representatives of Deloitte & Touche will be present at the Annual
Meeting, will have an opportunity to make statements if they so desire, and
will be available to respond to appropriate questions.
Notwithstanding the ratification by shareholders of the appointment of
Deloitte & Touche, the Board of Directors or the Audit Committee may, if the
circumstances dictate, appoint other independent auditors.
MANAGEMENT
Executive officers of the Company are as follows:
<TABLE>
<S> <C>
Harold Weisbrod Chairman of the Board of Directors
William Hood Chief Executive Officer and Vice Chairman
of the Board of Directors
Edward Dudziak President and Chief Operating Officer
Randall Monson Vice President of Finance and Chief Financial Officer
</TABLE>
For certain information regarding Messrs. Harold Weisbrod, Edward
Dudziak and William Hood, see "Election of Directors."
Randall Monson (39) has been with the Company since 1990. He has been
the Chief Financial Officer since June 1992 and was Controller of the Company
from 1990 to 1995. Mr. Monson has tendered his resignation from the Company
effective December 1, 1995.
REMUNERATION
Summary Compensation Table
The table on the following page shows with respect to the Chief
Executive Officer of the Company and each of the executive officers of the
Company who received remuneration in excess of $100,000, information
regarding all remuneration received during the fiscal years ended June 30,
1993, 1994 and 1995 for services in all capacities rendered to the Company.
5
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Annual Compensation (2) Long-Term Compensation
Name & Fiscal ------------------------- -----------------------------
Title Year Salary Bonus (1) Securities Underlying Options
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
H. Weisbrod, 1995 $324,000
-------------------------------------------------------------------------
Chairman 1994 $319,000 50,000
-------------------------------------------------------------------------
(3) (4) 1993 $308,000
- ----------------------------------------------------------------------------------------------
W. Hood, 1995 $116,000
-------------------------------------------------------------------------
CEO (5) 1994 $103,000 45,000
-------------------------------------------------------------------------
1993 $ 60,000
- ----------------------------------------------------------------------------------------------
E. Dudziak, 1995 $208,000
-------------------------------------------------------------------------
President 1994 $186,000 45,000
-------------------------------------------------------------------------
1993 $175,000
- ----------------------------------------------------------------------------------------------
R. Monson, 1995 $100,000
-------------------------------------------------------------------------
CFO 1994 $ 90,000 15,000
-------------------------------------------------------------------------
1993 $ 90,000 25,000
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) The Company's Board of Directors has adopted an Executive Bonus Plan,
which provides for distribution to participating executive officers
and employees. Each year under this plan, the Board of Directors
selects a pre-tax profit level, maximum payable amounts, plan
participants and the participation percentage for each participant.
For fiscal 1995, the plan provided for a distribution of $250,000 of
pre-tax profits in excess of $4,400,000. No bonuses were earned for
the fiscal year under this plan.
(2) The Company provided automobile allowances to certain of its employees,
including certain persons who are executive officers of the Company,
based upon the job requirements of each employee. No amounts with
respect to the personal use of automobiles, if any, have been included
in the above Table. The Company has concluded that aggregate amounts
of such personal benefits which cannot be specifically or precisely
ascertained, did not in any event exceed, as to any executive officer,
either the lesser of $50,000 or 10% of his cash compensation for the
last fiscal year, and that the information set forth in the foregoing
table is not rendered materially misleading by virtue of the omission
of the value of such personal benefits.
(3) Does not include the amounts received by certain trusts which lease
properties to the Company; nor amounts received by certain printing
companies which provide printing services to the Company. See
"Management - Certain Transactions."
6
<PAGE>
(4) Does not include monies paid to Mr. Weisbrod for the purchase of stock; see
"Management-Certain Transactions."
(5) William Hood became an employee of the Company on October 15, 1993 at an
annual salary of $100,000. Prior to this time, Mr Hood received $60,000
annually for consulting services in his capacity of Chief Executive
Officer.
There were no options granted during the fiscal year ended June 30, 1995. On
July 1, 1994, Mr. William Hood, Chief Executive Officer, exercised warrants
to purchase 214,063 shares of the Company's common stock at an average price
of $2.62 per share. On January 8, 1995, Mr. Edward Dudziak, President,
exercised options to purchase 31,250 shares of the Company's common stock at
a price of $2.80 per share. The following table gives certain information
regarding options exercised during the year ended June 30, 1995, and those
options held on June 30, 1995.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
AGGREGATE OPTION EXERCISES AND
FISCAL YEAR END OPTION VALUES
- ----------------------------------------------------------------------------------------------
Number of Value of Unexercised
Shares Unexercised In-the-Money Options
Acquired Options at FY-End at FY-End
on Value Exercisable/ Exercisable/
NAME Exercise Realized Unexercisable Unexercisable
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
H. Weisbrod, Chm 0 $0 54,438/19,000 $10,500/$0
- ----------------------------------------------------------------------------------------------
W. Hood, CEO 214,063 $309,000 20,000/25,000 $10,500/$0
- ----------------------------------------------------------------------------------------------
E. Dudziak, Pres. 31,250 $39,000 52,605/15,833 $10,500/$0
- ----------------------------------------------------------------------------------------------
R. Monson, CFO 0 $0 31,917/23,083 $1,000/$1,000
- ----------------------------------------------------------------------------------------------
</TABLE>
At June 30, 1995, Messrs. Weisbrod and Dudziak each held exercisable warrants
to purchase 23,438 shares of the Company's common stock at a price of $2.24
per share. These warrants expired unexercised on September 30, 1995.
There were no Long Term Incentive Plan awards in the last fiscal year.
The Company has no Defined Benefit or Actuarial Plan.
DIRECTOR REMUNERATION
Each of the Company's directors received $1,325 for each quarter he or
she served as a director, plus $1,750 for attending each Board meeting, $375
for chairing each committee meeting, and $275 for attending each committee
meeting.
7
<PAGE>
EMPLOYMENT AND SEVERANCE AGREEMENT
Effective July 1, 1986, the Company entered into an employment agreement
with Harold Weisbrod, its Chairman of the Board and principal stockholder.
The agreement currently provides for an annual salary of $308,000 and
terminates on June 30, 1996. Upon the expiration of his employment, Mr.
Weisbrod shall act as a consultant for a period of five successive years at
the rate of one half of his final compensation.
The Company has an agreement with its President, Edward Dudziak, which
provides for an additional twelve months of compensation, currently valued at
$175,000 per annum, plus current executive fringes, if he is terminated
without cause.
CERTAIN TRANSACTIONS
A family partnership created by Harold Weisbrod, Chairman of the Board
of Directors and principal shareholder of the Company, and of which Mr.
Weisbrod is managing partner, leases facilities at 1515-1525 South Main
Street and 115 Venice Boulevard, Los Angeles, California to the Company. In
addition, the facility at 117 Venice Boulevard, Los Angeles, California is
leased to the Company by an irrevocable trust for Mr. Weisbrod's children,
including his daughter Barbara Rodriguez, a director, and his son Paul
Weisbrod, Secretary of the Company. The Company currently rents these
facilities on a month to month basis. Management believes the total yearly
rental for these buildings is as favorable as could be obtained if the
Company had leased them from unaffiliated parties.
<TABLE>
<CAPTION>
Square Monthly
Use Location Footage Rental
- --- -------- ------- -------
<S> <C> <C> <C>
Administrative and 1515-1525 S. Main St. 20,160 $17,513
sales offices Los Angeles, CA 90015
Manufacturing 1515 S. Main Street 7,700 $ 3,442
facility Los Angeles, CA 90015
Manufacturing 115 Venice Boulevard 6,500 $ 3,019
facility Los Angeles, CA 90015
Manufacturing 117 Venice Boulevard 7,200 $ 3,044
facility Los Angeles, CA 90015
</TABLE>
During fiscal years 1995 and 1994, the Company incurred printing expenses of
$618,000 and $533,000, respectively from companies controlled by the Chairman.
As per Item 405 of Securities and Exchange Commission Regulation S-K, it
should be noted that during the fiscal year ended June 30, 1995, Mr. Weisbrod
did not file a timely Statement of Changes in Beneficial Ownership of
Securities (Form 4) on one occasion.
8
<PAGE>
In October 1995, the Company announced that it had retained Barrington
Associates to advise the Board in evaluating its strategic options. Mr.
James Freedman, a director of Harlyn since 1994, is the Managing Director of
Barrington Associates. Compensation to Barrington Associates will be based on
the nature and extent of any resultant transaction.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors
establishes compensation policies, reviews compensation plans and determines
appropriate compensation levels for all corporate officers of the Company.
The compensation Committee also administers the Company's 1984 Stock Option
Plan. The Committee is composed of three members all of whom are independent
directors: Ms. Barbara Rodriguez, who serves as its Chairperson, Mr. James
Freedman and Roger Kuppinger. The Compensation Committee generally
establishes base levels of compensation and supplements these with
performance based awards of bonuses, commissions, stock and stock options.
Actions of the Compensation Committee are generally reviewed by the Board of
Directors.
Base salaries for Company officers, including Executive Officers, are
initially set, and may be adjusted annually, to conform to position
responsibilities, overall performance, competitive conditions, and other
factors deemed valuable for the Company at the time of determination. No
other changes were made in executive base salaries during the last fiscal
year.
Bonuses are determined based on the Company's bonus plan which rewards
certain key employees, including executive officers, for Company performance
in a fiscal year. For the fiscal year ended June 30, 1995, a bonus amounting
to $250,000 was provided for if pre-tax, pre-bonus earnings exceeded
$4,400,000. No bonuses were earned under this or prior plans for the last
three fiscal years.
The committee rewards overall individual performance through grants of
incentive stock options and shares of the Company's common stock. The
Committee believes that equity ownership by the Company's officers and key
employees benefits all shareholders by aligning goals and promulgating mutual
interests. In general, the Committee recommends the award of stock options
to provide long term incentives to employees.
The Compensation Committee
Barbara Rodriguez, Chairperson
Roger Kuppinger
James Freedman
9
<PAGE>
PERFORMANCE GRAPH
The following graph compares changes in the cumulative total shareholder
return on the Company's Common Stock for the previous five years to the
American Stock Exchange Market Value Index, and a peer group index. The peer
group index is composed of publicly traded jewelry companies including Jan
Bell Marketing, Inc., Jostens, Inc., Michael Anthony Jewelers, Inc., Town &
Country Corp. IWI Holding, Ltd., OroAmerica, Inc. and the Company. In
calculating cumulative total shareholder return, reinvestment of dividends
was assumed, and the returns of each member of the peer group index are
weighted for market capitalization.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG HARLYN PRODUCTS, INC., AMEX MARKET VALUE INDEX
AND A PEER GROUP INDEX
<TABLE>
<CAPTION>
FISCAL YEAR ENDING JUNE 30
90 '91 '92 '93 '94 '95
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
HARLYN PRODUCTS $100 $75 $53 $71 $92 $60
PEER GROUP $100 $114 $100 $86 $68 $71
AMEX MARKET VALUE $100 $99 $105 $120 $117 $138
</TABLE>
10
<PAGE>
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
In order for a shareholder proposal to be included in the Board of
Directors' Proxy Statement for the next Annual Meeting of Shareholders, such
proposal must be received at 1515 South Main Street, Los Angeles, California
90015, Attention: Corporate Secretary, no later than the close of business on
July 15, 1996.
ANNUAL REPORT
The Company's Annual Report to Shareholders containing its financial
statements for the fiscal year ended June 30, 1995, will be mailed to all
shareholders of record as of November 3, 1995. The Annual Report to
Shareholders does not constitute any part of this Proxy Statement. Any
shareholder who does not receive a copy of such Annual Report to Shareholders
may obtain one by writing to the Company.
REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION
ANY BENEFICIAL OWNER OF SECURITIES OF THE COMPANY WHOSE PROXY IS HEREBY
SOLICITED MAY REQUEST AND RECEIVE WITHOUT CHARGE A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO, BUT EXCLUDING EXHIBITS, FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH REQUEST SHOULD BE ADDRESSED TO: HARLYN PRODUCTS,
INC., 1515 SOUTH MAIN STREET, LOS ANGELES, CALIFORNIA 90015, ATTENTION:
CORPORATE SECRETARY.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
know of any other matter which will be brought before the Annual Meeting.
However, if any other matter properly comes before the Meeting, or any
adjournment thereof, the person or persons voting the proxies will vote on
such matters in accordance with their best judgment and discretion.
By Order of the Board of Directors
HAROLD WEISBROD
Chairman of the Board
Los Angeles, California
November 13, 1995
11
<PAGE>
HARLYN PRODUCTS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS ON DECEMBER 5, 1995.
THE UNDERSIGNED HEREBY APPOINTS HAROLD WEISBROD AND EDWARD DUDZIAK, OR ANY OF
THEM WITH FULL POWER OF SUBSTITUTION TO EACH OF THEM, AS PROXIES TO REPRESENT
THE UNDERSIGNED AT THE ANNUAL MEETING OF SHAREHOLDERS OF HARLYN PRODUCTS, INC.
TO BE HELD AT 2:30 P.M. PACIFIC STANDARD TIME, ON TUESDAY, DECEMBER 5, 1995, AT
THE BEVERLY HILLS COUNTRY CLUB, 3084 MOTOR AVE., CHEVIOT HILLS, CALIFORNIA,
90064, AND AT ANY ADJOURNMENT, THEREOF AND TO VOTE ALL SHARES OF STOCK WHICH THE
UNDERSIGNED MAY BE ENTITLED TO VOTE AT SUCH MEETING AS FOLLOWS:
(1) ELECTION OF DIRECTORS: FOR ALL NOMINEES LISTED BELOW EXCEPT AS
----- MARKED TO CONTRARY BELOW.
WITHHOLDING AUTHORITY TO VOTE FOR ALL
----- NOMINEES LISTED BELOW
NAME OF INDIVIDUAL NOMINEES WITHHELD
-----
HAROLD WEISBROD, EDWARD DUDZIAK, WILLIAM HOOD, ROGER KUPPINGER, BARBARA
RODRIGUEZ, JAMES FREEMAN
(INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, WRITE THE
NOMINEE'S NAME ON THE SPACE PROVIDED BELOW:)
(2) TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS THE COMPANY'S
INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING JUNE 30, 1995.
FOR AGAINST ABSTAIN
---- ----- -----
(3) TO VOTE WITH DISCRETIONARY AUTHORITY UPON ANY OTHER BUSINESS WHICH MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
(Continued and to be Signed on the Other Side)
<PAGE>
(Continued from Reverse Side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO SPECIFICATION IS MADE, IT WILL BE VOTED FOR THE BOARD OF DIRECTORS, AND
FOR THE APPOINTMENT OF DELOITTE & TOUCHE.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HARLYN
PRODUCTS, INC.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS AND PROXY STATEMENT DATED NOVEMBER 13, 1995.
DATED , 1995,
--------------------
----------------------------------------
----------------------------------------
SIGNATURE(S) OF STOCKHOLDER(S)
THIS PROXY SHOULD BE SIGNED EXACTLY AS YOUR NAME
APPEARS HEREON. JOINT OWNERS SHOULD BOTH SIGN. IF SIGNED
BY EXECUTORS, ADMINISTRATORS, TRUSTEES AND OTHER
PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD GIVE
FULL TITLES.
PLEASE COMPLETE, DATE, AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED
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