SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement
INITIO, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Information Statement)
<PAGE>
INITIO, INC.
2500 Arrowhead Drive
Carson City, Nevada 89706
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 22, 1996
To the Shareholders of
INITIO, INC.
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of
Shareholders of INITIO, INC. (the "Company"), a Nevada
corporation, will be held at the Company's office at 2001
Tonnelle Avenue, North Bergen, New Jersey 07047, on Friday,
November 22, 1996, at 2:00 p.m., local time, for the following
purposes:
1. To elect three directors to serve, subject to
the provisions of the By-laws, for a term of
three years and until their respective
successors have been duly elected and qualified;
2. To consider and act upon a proposal to approve
the selection of Arthur Andersen LLP as the
Company's independent auditors for the fiscal
year ending April 30, 1997; and
3. To transact such other business as may properly
come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors has fixed the close of
business on October 4, 1996 as the record date for the meeting
and only holders of shares of record at that time will be
entitled to notice of and to vote at the 1996 Annual Meeting of
Shareholders or any adjournment or adjournments thereof.
By order of the Board of Directors.
MARTIN FOX
President
New York, New York
October 21, 1996
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
<PAGE>
INITIO, INC.
2500 Arrowhead Drive
Carson City, Nevada 89706
I N F O R M A T I O N S T A T E M E N T
for
1996 ANNUAL MEETING OF SHAREHOLDERS
to be held November 22, 1996
October 21, 1996
This information statement is furnished by the Board of
Directors of Initio, Inc., a Nevada corporation (the "Company")
in connection with the 1996 Annual Meeting of Shareholders to be
held at the Company's office at 2001 Tonnelle Avenue, North
Bergen, New Jersey 07047 on Friday, November 22, 1996, at 2:00
p.m., local time, and any adjournments thereof, for the purposes
set forth in the accompanying Notice of Meeting. The record date
with respect to this solicitation is the close of business on
October 4, 1996 and only shareholders of record at that time will
be entitled to vote at the meeting. The principal executive
office of the Company is 2500 Arrowhead Drive, Carson City,
Nevada 89706, and its telephone number is (702) 883 - 2711.
MANAGEMENT OF THE COMPANY IS NOT SOLICITING PROXIES
FOR THIS MEETING AND YOU ARE
REQUESTED NOT TO SEND THE COMPANY A PROXY.
OUTSTANDING SHARES
The number of outstanding shares entitled to vote at the
meeting is 4,679,664 common shares, par value $.01 per share, not
including 391,871 common shares held in treasury. Each common
share is entitled to one vote. The presence in person at the
Annual Meeting of the holders of a majority of such shares shall
constitute a quorum. There is no cumulative voting. Assuming
the presence of a quorum at the Annual Meeting, the affirmative
vote of a majority of the common shares present at the meeting
and entitled to vote on each matter is required for the approval
of the election as directors of the three nominees listed below
and the approval of the Company's auditors, Arthur Andersen LLP,
as the Company's auditors for fiscal 1997. Votes shall be
counted by one or more persons who shall serve as the inspectors
of election. Abstentions and broker nonvotes are counted for
purposes of determining the number of shares represented at the
meeting, but are deemed not to have voted on the proposal.
Broker nonvotes occur when a broker nominee (which has voted on
one or more matters at the meeting) does not vote on one or more
other matters at the meeting because it has not received
instructions to so vote from the beneficial owner and does not
have discretionary authority to so vote.
ELECTION OF DIRECTORS
The three persons named below, who are currently members
of the Board of Directors, have been nominated for election to
serve for a term of three years and until their respective
successors have been elected and qualified. All three nominees
have consented to serve as directors if elected.
If at the time of the Annual Meeting, any nominee is
unable or declines to serve, the present Board of Directors shall
nominate another person to fill the vacancy.
Number of Shares
Positions with Director Beneficially Owned as Percent
Name and Age the Company Since of September 1, 1996 of Class
_____________ ____________ ________ ____________________ ________
Daniel DeStefano, 64 Chairman of 1969 847,510 (1) 19.90%
the Company
Martin Fox, 61 President, 1978 1,423,724 (2) 29.60%
Director
Phillip Langsdorf,48 Director 1992 3,000 .06%
(1) This amount includes 72,138 Shares owned by the Daniel
DeStefano Retirement Trust. This amount also includes
125,000 shares which Mr. DeStefano has the right to
acquire pursuant to a currently exercisable stock
option.
(2) This amount includes 136,984 Shares owned by trusts for
the benefit of Mr. Fox's children of which Mr. Fox is a
trustee and of which Mr. Fox disclaims beneficial
ownership. Mr. Fox has shared voting and investment
power over the Shares owned by such trusts. This
amount also includes 108,578 Shares owned by the Martin
Fox Retirement Trust. This amount does not include
53,433 Shares owned by a trust for the benefit of
unrelated persons of which Mr. Fox is a trustee and of
which Mr. Fox disclaims beneficial ownership. This
amount also includes 125,000 shares which Mr. Fox has
the right to acquire pursuant to a currently
exercisable stock option.
Meetings and Committees of the Board of Directors.
The Board of Directors of the Company met three times
during the fiscal year which ended on April 30, 1996. All of the
directors attended more than 75% of the total number of meetings
of the Board of Directors.
The Company has an Audit Committee consisting of
Messrs. Brodell and Fox. The Audit Committee reviews the
financial reporting and internal controls of the Company and
meets with appropriate financial personnel of the Company, as
well as its independent auditors, in connection with these
reviews. The Audit Committee also recommends to the Board the
firm which is to be presented to the shareholders for designation
as independent auditors to examine the corporate accounts of the
Company for the current fiscal year. Although the Audit
Committee did not formally meet during fiscal 1996, Messrs.
Brodell and Fox informally discussed these matters during the
course of the fiscal year. The Company also has a Compensation
Committee, the current members of which are Messrs. DeStefano and
Fox. Subject to existing contractual obligations, the
Compensation Committee is responsible for setting and
administering the policies which govern annual and long-term
compensation for the Company's executives. The Compensation
Committee is also empowered to grant Stock Options pursuant to
the Company's Stock Option Plans and to administer such Plans.
Although the Compensation Committee did not formally meet during
fiscal 1996. Messrs. DeStefano and Fox informally discussed
these matters during the course of the fiscal year.
The Company does not have a nominating committee.
Directors and Executive Officers of the Company
The Company's Board of Directors is a classified board,
with one-third of the directors being elected each year for a
term of three years. The following table sets forth certain
information with respect to each director and executive officer
of the Company:
Served
as
Positions with Term Director
Name and Age the Company Expires Since
____________ ______________ _______ ________
Daniel A. DeStefano, 64 Chairman of the
Board, Director 1996 1969
Martin Fox, 61 President, Director 1996 1978
Albert P. Brodell,
Jr.,73 Secretary, Director 1997 1982
Phillip Langsdorf, 48 Director 1996* 1992
Audrey Remes, 51 Treasurer, Chief
Financial Officer and
Chief Accounting
Officer -- --
_____________
*If elected, Mr. Langsdorf's term will expire in 1998
There is no family relationship among any of the
directors or executive officers of the Company.
Mr. DeStefano is a founder of the Company and has been
Chairman of the Board of the Company since 1969.
Mr. Fox joined the Company in 1972 and has been
President of the Company for more than five years.
Mr. Langsdorf has been Director of Mailorder for
Wolferman's, a producer and mailorder distributor of specialty
foods since August, 1996. From 1991 to July, 1996, he was a Vice
President of White Flower Farm, a direct mail specialty catalog
company concentrating on the marketing of horticultural
materials. Prior to such time, he served as Vice President-Operations of
Deerskin for more than five years.
Mr. Brodell has served the Company in various executive
capacities since 1981. Mr. Brodell, a Certified Public
Accountant who is now semi-retired, was formerly a partner in
Arthur Andersen LLP, having left such firm in 1967.
Ms. Remes, a Certified Public Accountant, has been
Treasurer, chief financial officer and chief accounting officer
of the Company since March 1989.
Each officer's term expires at each annual meeting of
the Board of Directors of the Company, or when their successors
are elected and qualified to serve in their stead.
The Company pays directors, other than full time
employees, an annual retainer of $3,000 plus $500 and out-of-
pocket expenses for each Board meeting attended. In addition,
Mr. Brodell may receive consulting fees from time to time.
COMPENSATION OF DIRECTORS AND OFFICERS
The following table sets forth cash compensation
(consisting entirely of salary) paid (or accrued for) by the
Company to its President and Chairman of the Board, the only two
executive officers whose aggregate remuneration exceeded $100,000
for the three fiscal years ended April 30, 1996:<PAGE>
SUMMARY COMPENSATION TABLE
Name and
Principal
Position Year Annual Compensation
_________ ____ ___________________
Martin Fox, 1996 $114,000
President 1995 153,000
1994 130,000
Daniel DeStefano, 1996 $100,800
Chairman of the 1995 153,000
Board 1994 130,000
The Company granted 125,000 stock options to each of
Mr. Fox and Mr. DeStefano during the fiscal year ended April 30,
1996. Neither of them received awards under long-term incentive
plans that are stock based during the three fiscal years referred
to above.
The Company does not have employment agreements with
any of its executive officers.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of October 1, 1996,
certain information concerning stock ownership of the Company by
(i) each person who is known by the Company to own beneficially
more than 5% of the outstanding common shares of the Company,
(ii) each of the Company's directors and (iii) all current
directors and officers of the Company as a group. Except as
otherwise indicated, all such persons have both sole voting and
investment power over the shares shown as being beneficially
owned by them.
<PAGE>
Name and Address of Amount and Nature Percent
Beneficial Owner of Beneficial Ownership of Class
____________________ _______________________ ________
Martin Fox 1,423,724 (1) 29.6%
2500 Arrowhead Drive
Carson City, Nevada 89706
Daniel A. DeStefano 954,496 (2) 19.9%
2500 Arrowhead Drive
Carson City, Nevada 89706
DeStefano Children Trust 530,546 (3) 11.3%
c/o John McConeghy
42 Sterling Lane
Wayne, New Jersey 07470
Melvyn I. Weiss 283,650 (4) 6.1%
One Pennsylvania Plaza
New York, New York 10119
All Executive Officers and 2,514,160 (5) 51.0%
Directors as a Group (5
(1) This amount includes 136,984 Shares owned by trusts for
the benefit of Mr. Fox's adult children of which Mr. Fox
is a trustee and with respect to which Mr. Fox disclaims
beneficial ownership. Mr. Fox has shared voting and
investment power over the Shares owned by such trusts.
This amount also includes 108,578 Shares owned by the
Martin Fox Retirement Trust. This amount does not include
53,433 Shares owned by a trust for the benefit of
unrelated persons of which Mr. Fox is a trustee and of
which Mr. Fox disclaims beneficial ownership. This amount
also includes 125,000 shares which Mr. Fox has the right
to acquire pursuant to a currently exercisable stock
option.
(2) This amount includes 72,138 Shares owned by the Daniel
DeStefano Retirement Trust. This amount also includes
125,000 shares which Mr. DeStefano has the right to
acquire pursuant to a currently exercisable stock option.
(3) Owned by the DeStefano Children Trust for the benefit of
Mr. DeStefano's adult children, of which the trustees are
Messrs. John McConeghy and Fred DeStefano (Mr. Daniel A.
DeStefano's brother).
(4) This amount also includes 136,984 Shares owned by trusts
for the benefit of Mr. Fox's adult children of which Mr.
Weiss is a trustee and of which Mr. Weiss disclaims
beneficial ownership. Mr. Weiss has shared voting and
investment power over the Shares owned by such trusts.
(5) See footnotes (1), (2) and (4) above. Also includes
20,940 shares owned by the Albert Brodell Retirement Trust
and 84,000 Shares directly owned by Mr. Brodell, a
director and the Secretary of the Company and his spouse,
and 31,000 Shares which Ms. Remes, Treasurer of the
Company, has the right to acquire pursuant to currently
exercisable stock options.
Certain Relationships and Related Transactions
From time to time in the past, Mr. Fox, a director,
principal stockholder and the President of the Company, borrowed
various sums of money from the Company. The aggregate amount of
such indebtedness was $80,000 as of April 30, 1996. Mr. Fox's
indebtedness to the Company is evidenced by a note which,
together with interest at a rate of 6% per annum, is payable on
demand.
SELECTION OF AUDITORS
The Company's financial statements for the past two
fiscal years were examined by Arthur Andersen LLP, independent
certified public accountants. On September 26, 1996, the Board
of Directors consented to propose and recommend the selection of
Arthur Andersen LLP as independent auditors to examine its
financial statements for the fiscal year ending April 30, 1997.
Representatives of Arthur Andersen LLP are expected to
be present at the annual meeting of shareholders with the
opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors does not know of any matters
other than those mentioned above to be presented to the meeting.
SHAREHOLDER PROPOSALS
Proposals by any shareholders intended to be presented
at the 1997 Annual Meeting of Shareholders must be received by
the Corporation for inclusion in material relating to such
meeting not later than July 1, 1997.
By Order of the Board of Directors,
Martin Fox
President
