SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for use by Commission only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
CCA Industries, Inc.
---------------------------------------
Name of Registrant Specified in Charter
CCA Industries, Inc.
---------------------------------------
Name of Person Filing Proxy Statement
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:
----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
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4) Proposed maximum aggregate value of transaction:
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[ ] 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>
CCA INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 12, 2000
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CCA
INDUSTRIES, INC., a Delaware corporation (hereinafter, the "Company"), will be
held on July 12, 2000, at 4 p.m., at the Fairfield Inn, 850 Route 120, East
Rutherford, New Jersey 07073, for the following purposes:
MANAGEMENT PROPOSALS
1. To elect directors to serve on the Board of Directors for the ensuing
year.
2. To approve the appointment of Sheft Kahn & Company L.L.P. as the
Company's independent certified public accountants for the fiscal year ending
November 30, 2000.
OTHER MATTERS
To transact such other business as may properly come before the meeting or
any adjournment thereof.
* * *
The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice.
Only shareholders of record at the close of business on June 2, 2000 are
entitled to notice of the meeting, and to vote at the meeting and at any
continuation or adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ IRA BERMAN
----------------------------------
IRA W. BERMAN,
Corporate Secretary and
Chairman of the Board
East Rutherford, New Jersey
May 26, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, YOU ARE URGED TO COMPLETE, SIGN
AND RETURN THE ENCLOSED PROXY CARD. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES AND IN THE ENVELOPE PROVIDED THEREFOR.
<PAGE>
CCA INDUSTRIES, INC.
EAST RUTHERFORD, NEW JERSEY 07073
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited on behalf of the Board of Directors of CCA
INDUSTRIES, INC., a Delaware corporation (hereinafter, the "Company"), for use
at its Annual Meeting of Shareholders to be held on July 12, 2000, at 4p.m.
Shareholders of record on June 2, 2000 will be entitled to vote. The meeting
will be held at the Fairfield Inn, 850 Route 120, East Rutherford, New Jersey
07073.
The Company intends to mail this Proxy Statement, and the Company's Annual
Report for the 1999 fiscal year, on or about June 6, 2000.
I. GENERAL
A. VOTING
The Company, as provided in and by its Certificate of Incorporation, has
two authorized classes of common stock, denominated Common Stock and Class A
Common Stock, and one authorized class of preferred stock, denominated Preferred
Stock. (At the Company's 1998 Annual Meeting, the shareholders, voting in favor
of a Board-of-Directors proposal, empowered the Board of Directors to amend the
Certificate of Incorporation to authorize 20,000,000 shares of Preferred Stock
and, thereupon, to issue Preferred Stock shares in one or more series, with such
preferences, limitations and relative rights as it should determine. The
resulting amendment of the Certificate of Incorporation was filed in the office
of the Delaware Secretary of State, and made effective, in August of 1999.)
On May 15, 2000, there were 6,321,151 shares of Common Stock and 1,020,930
shares of Class A Common Stock outstanding. (The Company owns, as Treasury
Stock, 95,996 shares of Common Stock.) At the date of this statement, no
Preferred Stock is issued, and the Board has no plan or negotiation expecting
any issuance of Preferred Stock shares.
Owners of Common Stock and owners of Class A Common Stock are entitled to
one vote for each share of stock held, and the voting and other rights of each
class are equivalent except in respect of the election of directors.
In respect of the election of directors, the Class A Common Stock
shareholders have the right to elect four directors and the Common Stock
shareholders have the right to elect three. (In consequence, no proposal to
alter or change the right of Class A Common Stock shareholders to elect a
majority of directors could be effectively voted unless a separate majority of
the Class A Common Stock shares were voted therefor.)
A quorum, counting proxies and shares represented in person, is necessary
to the voting upon proposals proposed by Management, and other business that may
properly come before the 2000 Annual Meeting. Fifty percent (50%) of all
outstanding shares constitutes a quorum for all purposes other than the election
of directors. In respect thereof, fifty percent (50%) of the outstanding shares
of Common Stock is a quorum for the election of directors to be elected by
holders of Common Stock, and fifty percent (50%) of the outstanding shares of
Class A Common Stock is a quorum for the election of directors to be elected by
holders of Class A Common Stock.
1
<PAGE>
Nonvoting of shares (whether by abstention, broker non-vote or otherwise),
other than the potential effect of denying a quorum, has no impact on voting.
B. SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND 5% OWNERS
The following table sets forth certain information regarding the ownership
of the Company's Common Stock and Class A Common Stock as of May 15, 2000 by (i)
all those known by the Company to be owners of as much as five (5%) percent of
the outstanding shares of Common Stock and/or Class A Common Stock, (ii) each
officer and director, and (iii) all officers and directors as a group. Unless
otherwise indicated, each of the shareholders has sole voting and investment
power with respect to the shares owned (subject to community property laws,
where applicable), and is beneficial owner of them.
<TABLE>
<CAPTION>
OWNERSHIP
NUMBER OF PERCENTAGE
NAME AND ADDRESS SHARES OWNED: (ALL SHARES)
---------------- --------------------- ------------
COMMON
STOCK CLASS A
------- -------
<S> <C> <C> <C>
David Edell 279,535 484,615 10.55
c/o CCA Industries, Inc.
200 Murray Hill Parkway
East Rutherford, NJ 07073
Ira W. Berman 234,595 473,615 9.77
c/o CCA Industries, Inc.
Drew Edell 51,250 0 0.71
c/o CCA Industries, Inc.
Sidney Dworkin 50,000 0 0.69
1550 No. Powerline Road
Pompano, FL 33069
Dunnan Edell 41,250 0 0.57
c/o CCA Industries, Inc.
Jack Polak 25,000 47,700 1.00
90 Park Avenue
New York, NY 10016
Stanley Kreitman 0 0 0
c/o CCA Industries, Inc.
Rami G. Abada
c/o CCA Industries, Inc. 0 0 0
John Bingman
c/o CCA Industries, Inc. 0 0 0
Officers and Directors 681,630 1,005,930 21.59
as a group (9 persons)
</TABLE>
-------------
(1) David Edell, Ira Berman and Jack Polak own over 95% of the outstanding
shares of Class A Common Stock. Messrs. David Edell, Dunnan Edell and Ira
Berman are officers and directors. Messrs. Drew Edell and John Bingman are
officers. Messrs. Polak, Kreitman, Abada and Dworkin are directors.
2
<PAGE>
C. EXECUTIVE COMPENSATION
I. SUMMARY COMPENSATION TABLE
The following table summarizes compensation earned in the 1999, 1998, and
1997 fiscal years by the Company's Chief Executive Officer and all of the
executive officers whose fiscal 1999 compensation exceeded $100,000 (the "Named
Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------- -----------------------------------
ALL OTHER NUMBER OF
ANNUAL SHARES COVERED OTHER
COMPEN- BY STOCK LONG-TERM
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION(1) OPTIONS GRANTED(2) COMPENSATION(2)
--------------------------- ---- -------- -------- --------- ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
David Edell, .................. 1999 $401,468 $111,546 $17,088 0 0
President and Chief ......... 1998 378,743 151,604 19,429 0 0
Executive Officer ........... 1997 357,305 171,254 24,812 100,000 0
Ira W. Berman, ................ 1999 401,468(3) 111,546 16,666 0 0
Secretary and Executive ..... 1998 378,743(3) 151,604 16,403 0 0
Vice President .............. 1997 357,305(3) 171,254 22,345 100,000 0
Dunnan Edell, ................. 1999 200,000 15,000 7,614 0 0
Executive Vice President-- .. 1998 200,000 0 9,787 0 0
Sales ....................... 1997 200,000 25,000 14,898 50,000 0
Drew Edell, ................... 1999 150,000 12,000 1,468 0 0
Vice President-- ............ 1998 150,000 0 2,508 0 0
Manufacturing ............... 1997 131,800 15,000 2,283 50,000 0
</TABLE>
----------
(1) Includes the personal-use value of Company-leased automobiles, the value of
Company-provided life insurance, and health insurance that is made
available to all employees, plus director-fees paid to Messrs. David Edell,
Ira Berman and Dunnan Edell.
(2) See "Employment Contracts/Executive Compensation Program."
(3) Includes $99,396 paid to Ira W. Berman & Associates, P.C.
II. 1999 OPTION GRANTS, FISCAL YEAR OPTION
EXERCISES, YEAR-END OPTION VALUATION
No new options were issued to any of the Named Officers in fiscal 1999.
The next table identifies 1999 fiscal-year option exercises by Named
Officers, and reports a valuation of their options.
3
<PAGE>
FISCAL 1999 AGGREGATED OPTION EXERCISES
AND NOVEMBER 30, 1999 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SHARES COVERED UNEXERCISED
NUMBER OF BY UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED OPTIONS AT OPTIONS AT
ON EXERCISE VALUE REALIZED NOVEMBER 30, 1999 NOVEMBER 30, 1999(1)
--------------- -------------- ----------------- --------------------
<S> <C> <C> <C> <C>
David Edell ................... 60,000 $96,125 457,500 $278,592
Ira W. Berman ................. 40,000 65,000 502,000 317,542
</TABLE>
-----------
(1) Represents the difference between market price and the respective exercise
prices of options at November 30, 1999.
The following table identifies the stock options held by the Named
Officers, the exercise prices of which have been reduced during the past 10
years.
REPRICED OPTIONS
<TABLE>
<CAPTION>
NUMBER ORIGINAL ORIGINAL NEW
OF SHARES GRANT DATE PRICE DATE REPRICED PRICE
--------- ------------ -------- ------------- ------
<S> <C> <C> <C> <C> <C>
David Edell ............... 100,000 Aug. 1, 1997 $2.50 Nov. 3, 1998 $1.50
Ira W. Berman ............. 100,000 Aug. 1, 1997 2.50 Nov. 3, 1998 1.50
Dunnan Edell .............. 50,000 Aug. 1, 1997 2.50 Nov. 3, 1998 1.50
Drew Edell ................ 50,000 Aug. 1, 1997 2.50 Nov. 3, 1998 1.50
</TABLE>
The full Board of Directors authorized the November 1998 repricing in
consequence of a declining market valuation, inconsistent with the Company's
realizable value. The market price of the Common Stock at the date of repricing
was $1.50. At that date, the original option terms (10 years from August 1,
1997) had approximately 8 years and 10 months to run. When the options were
originally issued, on August 1, 1997, the market price of the Company's Common
Stock was $2.50.
III. COMPENSATION OF DIRECTORS
Each director was paid $2,000 per meeting for attendance of board meetings
in fiscal 1999 (without additional compensation for committee meetings). No new
options were granted to any director, but options issued to each of them in
fiscal 1997 were re-priced in 1998. The old and new prices, issuance dates and
at-issuance market prices are as reported above in respect of the three
directors (David Edell, Ira Berman and Dunnan Edell) who are "Named Officers."
Thus, the same information and terms apply to 25,000 options re-priced in favor
of each of the other directors (Stanley Kreitman, Rami Abada, Sidney Dworkin and
Jack Polak).
The full Board of Directors met four times in 1999.
IV. EXECUTIVE COMPENSATION PRINCIPLES;
AUDIT AND COMPENSATION COMMITTEE
The Company's Executive Compensation Program is based on guiding principles
designed to align executive compensation with Company values and objectives,
business strategy, management initiatives, and financial performance. In
applying these principles the Audit and Compensation Committee of the Board of
Directors, comprised of David Edell, Ira W. Berman, Stanley Kreitman, Jack Polak
and Rami Abada, which met four times in 1999, has established a program to:
o Reward executives for long-term strategic management and the
enhancement of shareholder value.
4
<PAGE>
o Integrate compensation programs with both the Company's annual and
long-term strategic planning.
o Support a performance-oriented environment that rewards performance
not only with respect to Company goals but also Company performance as
compared to industry performance levels.
V. EMPLOYMENT CONTRACTS/COMPENSATION PROGRAM
The total compensation program consists of both cash and equity based
8compensation. The Audit and Compensation Committee determines the level of
salary and bonuses, if any. The Committee determines the salary or salary range
based upon competitive norms. Actual salary changes are based upon performance.
On March 17, 1994, the Board of Directors approved 10-year employment
contracts (hereinbelow, the "Edell/Berman Contracts") for David Edell and Ira
Berman (with Mr. Edell and Mr. Berman abstaining). Pursuant thereto, each was
provided a base salary of $300,000 in fiscal 1994, with a year-to-year CPI or 6%
increment, plus 2.5% of the Company's pre-tax income, less depreciation and
amortization (the "2.5% measure"), plus 20% of the base salary, as bonus.
In February 1999, the 2.5% measure in the bonus provisions of the
Edell/Berman Contracts was amended so as to calculate it against earnings before
income taxes, less depreciation, amortization, and expenditures for media and
cooperative advertising in excess of $8,000,000.
Long-term incentives are provided through the issuance of stock options.
VI. STOCK OPTION PLANS
The Company's 1984 Stock Option Plan covered 1,500,000 shares of its Common
Stock.
The Company's 1986 Stock Option Plan covered 1,500,000 shares of its Common
Stock.
The Company's 1994 Stock Option Plan covers 1,000,000 shares of its Common
Stock.
The 1994 Option Plan provides (as had the 1984 and 1986 plans) for the
granting of two (2) types of options: "Incentive Stock Options" and
"Nonqualified Stock Options". The Incentive Stock Options (but not the
Nonqualified Stock Options) are intended to qualify as "Incentive Stock Options"
as defined in Section 422(a) of The Internal Revenue Code. The Plans are not
qualified under Section 401(a) of the Code, nor subject to the provisions of the
Employee Retirement Income Security Act of 1974.
Options may be granted under the Options Plans to employees (including
officers and directors who are also employees) and consultants of the Company,
provided, however, that Incentive Stock Options may not be granted to any
non-employee director or consultant.
Option plans are administered and interpreted by the Board of Directors.
(Where issuance to a Board member is under consideration, that member must
abstain.) The Board has the power, subject to plan provisions, to determine the
persons to whom and the dates on which options will be granted, the number of
shares subject to each option, the time or times during the term of each when
options may be exercised, and other terms. The Board has the power to delegate
administration to a Committee of not less than two (2) Board members, each of
whom must be disinterested within the meaning of Rule 16b-3 under the Securities
Exchange Act, and ineligible to participate in the option plan or in any other
stock purchase, option or appreciation right under plan of the Company or any
affiliate. Members of the Board receive no compensation for their services in
connection with the administration of option plans.
Option Plans permit the exercise of options for cash, other property
acceptable to the Board or pursuant to a deferred payment arrangement. The 1994
Plan specifically authorizes that payment may be made for stock issuable
5
<PAGE>
upon exercise by tender of Common Stock of the Company; and the Executive
Committee is authorized to make loans to option exercisers to finance optionee
tax-consequences in respect of option exercise, but such loans must be
personally guaranteed and secured by the issued stock.
The maximum term of each option is ten (10) years. No option granted is
transferable by the optionee other than upon death.
Under the plans, options will terminate three (3) months after the optionee
ceases to be employed by the Company or a parent or subsidiary of the Company
unless (i) the termination of employment is due to such person's permanent and
total disability, in which case the option may, but need not, provide that it
may be exercised at any time within one (1) year of such termination (to the
extent the option was vested at the time of such termination); or (ii) the
optionee dies while employed by the Company or a parent or subsidiary of the
Company or within three (3) months after termination of such employment, in
which case the option may, but need not provide that it may be exercised (to the
extent the option was vested at the time of the optionee's death) within
eighteen (18) months of the optionee's death by the person or persons to whom
the rights under such option pass by will or by the laws of descent or
distribution; or (iii) the option by its terms specifically provides otherwise.
The exercise price of all nonqualified stock options must be at least equal
to 85% of the fair market value of the underlying stock on the date of grant.
The exercise price of all Incentive Stock Options must be at least equal to the
fair market value of the underlying stock on the date of grant. The aggregate
fair market value of stock of the Company (determined at the date of the option
grant) for which any employee may be granted Incentive Stock Options in any
calendar year may not exceed $100,000, plus certain carryover allowances. The
exercise price of an Incentive Stock Option granted to any participant who owns
stock possessing more than ten (10%) of the voting rights of the Company's
outstanding capital stock must be at least 110% of the fair market value on the
date of grant and the maximum term may not exceed five (5) years.
Consequences to the Company: There are no Federal income tax consequences
to the Company by reason of the grant or exercise of an Incentive Stock Option.
As at May 15, 2000, 1,184,500 stock options, yet exercisable, to purchase
1,184,500 shares of the Company's Common Stock, were outstanding.
6
<PAGE>
VII. PERFORMANCE GRAPH
Set forth below is a line graph (followed by a numerical table) comparing
cumulative total shareholder return on the Company's Common Stock, through five
years, from November 30, 1994 to November 30, 1999, with the cumulative total
return of companies in the NASDAQ Stock Market (U.S.) and the cumulative total
return of Dow Jones's Cosmetics/Personal Care Index during the dame period.
COMPARISON OF 5 YEAR TOTAL RETURN*
[GRAPHIC REPRESENTATION]
<TABLE>
<CAPTION>
11/94 11/95 11/96 11/97 11/98 11/99
------ ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
CCA Industries, Inc. .................. 100.00 38 62 63 37 37
DJ Equity Market ...................... 100.00 138 176 226 278 335
DJ Cosmetics/Personal Care ............ 100.00 135 181 220 230 201
</TABLE>
* $100 invested on 11/30/94 in stock or index, including reinvestment of
dividends.
D. THE BOARD OF DIRECTORS AND STANDING COMMITTEES
The Company's Board of Directors has no nominating committee. Its Audit and
Compensation Committee members are Messrs. Stanley Kreitman, Jack Polak, Sidney
Dworkin, David Edell and Ira Berman. They met four times during fiscal 1999, to
review financial information in respect of the Company's business. (The Board of
Directors plans and expects that, prior to June 14, 2000, an Audit Committee,
consisting of Stanley Kreitman, Jack Polak, Sidney Dworkin and Ira Berman will
be elected and established; and that such committee will adopt a Charter, in
accordance with new NASDAQ requirements, pursuant to which it will serve and
function in accordance with new
7
<PAGE>
Securities And Exchange Commission rules. Within the same time frame, the Board
plans and expects to re-nominate the `old' Audit and Compensation Committee as
the Compensation Committee.)
During the 1999 fiscal year there were four formal meetings of the full
Board. Informal meetings of members of the Board were held quarterly.
E. RELATED DIRECTORS AND/OR OFFICERS
David Edell is the Company's President and Chief Executive Officer. He is
also a director. Drew Edell and Dunnan Edell are his sons. Both are
Vice-Presidents of the Company, and Dunnan Edell is also a director.
Ira Berman is the Company's Secretary and an Executive Vice-President, and
Chairman of its Board of Directors. Rami Abada, a director, is his son-in-law.
F. REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this statement has the
power to revoke it at any time before its exercise. Thus, it may be revoked
prior to its exercise by the filing of an instrument of revocation, or a duly
executed proxy bearing a later date, with the Secretary of the Company at the
Company's principal executive office. A proxy holder can also revoke a filed
proxy by attending the meeting and voting in person.
G. SOLICITATION OF PROXIES
It is estimated that the costs associated with proxy solicitation will be
approximately $15,000. The Company will bear the entire cost of solicitation,
including preparation, assembly , printing and mailing of this Proxy Statement,
the proxy, and any additional material furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others,
for forwarding of such material to beneficial owners. The Company may reimburse
such persons their forwarding costs. Original solicitation of proxies by mail
may be supplemented by telephone, telegram, or personal solicitation by
directors, officers or employees of the Company. No additional compensation will
be paid for any such services.
H. SHAREHOLDER PROPOSALS FOR THE YEAR 2001
Proposals of shareholders that are intended to be presented at the
Company's year 2001 Annual Meeting of Shareholders must be received by the
Company no later than February 13, 2001 in order to be included in the Company's
proxy materials relating to that meeting.
8
<PAGE>
II. MANAGEMENT PROPOSALS
PROPOSAL NO. 1
NOMINATION AND ELECTION OF DIRECTORS
All seven seats on the Company's Board of Directors are subject to one year
terms, and will be voted at the 2000 Annual Meeting. Four are subject to
election by holders of Class A Common Stock and three by holders of Common
Stock. Each elected director will hold office until the next Annual Meeting of
Shareholders and until a successor is elected and has qualified, or until death,
resignation or removal.
Each of the four nominees proposed for election by the holders of the
Company's Class A Common Stock (David Edell, Ira Berman, Jack Polak and Stanley
Kreitman), and each of those proposed for election by the holders of Common
Stock (Dunnan Edell, Sidney Dworkin and Rami G. Abada) already serves as a
director, and has agreed to continue to serve. No vote or proxy is solicited in
respect of the Class A nominees, since three them (Messrs. Berman, Polak and
David Edell) own in excess of 95% of the Class A Common Stock shares.
Set forth below is information regarding all nominees, including
information they have furnished concerning their principal occupations and
certain other directorships, and their ages as of May 1, 2000. (The stock
ownership of each of the nominees is presented above, under "Share Ownership of
Directors, Officers and 5% Owners.")
a. Class A Common Stock Nominees
David Edell, age 68, is President and Chief Executive Officer. Prior to his
association with the Company he was a marketing and financial consultant, and
had extensive experience in the health and beauty aids field as an executive
director and/or officer of Hazel Bishop, Lanolin Plus and Vitamin Corporation of
America.
Ira W. Berman, age 68, is the Company's Executive Vice President and
Corporate Secretary. He is also the Chairman of its Board of Directors. Mr.
Berman is an attorney who has been engaged in the practice of law since 1955. He
received a Bachelor of Arts Degree (1953) and Bachelor of Laws Degree (1955)
from Cornell University, and is a member of the American Bar Association.
Jack Polak, age 87, has been a private investment consultant since April
1982, and holds a tax consultant certification in The Netherlands. From 1977
until 1995, he was a director of Petrominerals Corporation, a public company
engaged in oil and gas production, located in Tustin, California. From August
1993 until February 1995, he was a director of Convergent Solutions, Inc. From
February 1995 (upon a merger involving Convergent Solutions), until December
1999, he was a director of K.T.I. Industries, Inc. of Guttenberg, NJ, a public
company engaged in the waste - to - energy business.
Stanley Kreitman, age 68, has been Vice Chairman of the Board of Manhattan
Associates, an equity - investment firm, since 1994. He is also a director of
Medallion Funding Corp., an SBIC. Since February 1999 and June 1999,
respectively, he has been a director of K.S.W. Corp. and P.M.C.C. Mortgage Corp.
Mr. Kreitman has been Chairman of the Board of Trustees of The New York
Institute of Technology since 1989, and of Crime-Stoppers of Nassau County (NY),
since 1994. He is also a director and/or executive committee member of the
following organizations: The New York City Board of Corrections, The New York
City Police Foundation, St. Barnabas Hospital, The New York College of
Osteopathic Medicine, and The Police Athletic League. From 1975 until 1993, he
was President of United States Banknote Corporation, a securities printer.
b. Common Stock Nominees
Dunnan Edell, the 44 year-old son of David Edell, became a director in
1994. A Senior Vice President-Sales, he joined the Company in 1984, and was
appointed Divisional Vice-President in 1986. He was employed by Alleghany
Pharmacal Corporation from 1982 to 1984, and by Hazel Bishop from 1977 to 1981.
9
<PAGE>
Sidney Dworkin, age 79, has been a director since 1985. He was one of the
founders, and from 1966 until 1987, was the President and Chairman of the Board
of Revco D.S., Inc., which was one of the largest drug store chains in the
United States. (He terminated his association with Revco in September 1987.) Mr.
Dworkin is a certified public accountant and a graduate of Wayne State
University. He is also a director of Northern Technologies International, Inc.,
Crager Industries, Inc., and Viragen Inc., and is Chairman of the boards of
Comtrex Systems, Inc., MarbleEdge Group, Inc., Nova Pet, Inc. and Paragon
Mortgage, Inc. He was a director of Neutrogena Corp. until its acquisition by
Johnson & Johnson, and is a former Chairman of the National Association of Chain
Drug Stores.
Rami G. Abada, age 40, is the President and Chief Operating Officer of the
publicly-owned Jennifer Convertibles, Inc. He has been its Chief Operating
Officer since April of 1994, and was Executive Vice President from April 1994 to
December 1997. From 1982 to 1994, he was a Vice President of Operations in the
Jennifer Convertibles organization. Mr. Abada, who is Ira Berman's son-in-law,
earned a B.B.A. in 1981 upon his graduation from Bernard Baruch College of The
City University of New York.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH OF THE COMMON
STOCK NOMINEES AS PROPOSED IN THIS PROPOSAL NO. 1. A MAJORITY OF THE VOTED
COMMON STOCK VOTE IS REQUIRED FOR APPROVAL.
PROPOSAL NO. 2
APPROVAL OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Sheft Kahn & Company
L.L.P., independent certified public accountants (the "Auditors"), to audit the
accounts and certify the financial statements of the Company for the fiscal year
ending November 30, 2000. The appointment shall continue at the pleasure of the
Board of Directors, subject to approval by the shareholders. The Auditors have
acted as the Company's auditors since 1983.
The Board of Directors expects that one or more representatives of the
Auditors will be present at the meeting. The Auditors will then be given the
opportunity to make a statement, and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NO. 2. A
MAJORITY OF THE AGGREGATED CLASS A COMMON STOCK AND COMMON STOCK VOTED IS
REQUIRED FOR APPROVAL.
10
<PAGE>
III. OTHER MATTERS
The Board of Directors knows of no other matters to be presented, but if
any other matters properly come before the Annual Meeting it is intended that
the persons holding proxies will vote thereon in accordance with their best
judgments.
When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares represented thereby will be voted as indicated
thereon or, if no direction is indicated, in accordance with the recommendations
of the Board of Directors.
IV. CERTAIN REPORTS
Based upon reports furnished to the Company, all reports required to be
filed during or concerning the Company's 1999 fiscal year, by officers,
directors and principal shareholders, pursuant to Section 16 of the Securities
Exchange Act of 1934 (Form 3, Initial Statement of Beneficial Ownership; Form 4,
Statement of Changes of Beneficial Ownership; and Form 5, Annual Statement of
Beneficial Ownership), were timely filed with the Securities and Exchange
Commission.
By Order of the Board of Directors
/S/ IRA W. BERMAN
------------------------------
Ira W. Berman,
Chairman of the Board of Directors
East Rutherford, New Jersey
May 26, 2000
11
<PAGE>
CCA INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned, revoking all prior proxies, hereby appoints David Edell
and Ira W. Berman, and each of them, proxies and attorneys in fact, with power
of substitution, to vote all shares the undersigned is entitled to vote at the
Annual Meeting of Shareholders of CCA INDUSTRIES, INC., to be held at the
Fairfield Inn, 850 Route 120, East Rutherford, New Jersey, on July 12, 2000 at
4:00 p.m., and to vote as directed below upon the proposals, and in their
discretion upon such other business as may properly come before the meeting or
any adjournment thereof (all as more fully set forth in the Notice of Meeting
and Proxy Statement, receipt of which is hereby acknowledged).
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. UNLESS OTHERWISE
SPECIFIED, IT WILL BE VOTED "FOR" THE ELECTION OF SIDNEY DWORKIN, RAMI G. ABADA
AND DUNNAN EDELL AS DIRECTORS, AND "FOR" THE APPOINTMENT OF SHEFT KAHN &
COMPANY, L.L.P.
<PAGE>
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
-------------------------------------------------------------------------------
1. Election of FOR WITHHELD
Directors [ ] [ ] Nominees:
Sidney Dworkin
Rami G. Abada
Dunnan Edell
For, except vote withheld from the following nominee(s).
_____________________________________________________
2. Ratification of the Board of FOR AGAINST ABSTAIN
Directors' appointment of Sheft [ ] [ ] [ ]
Kahn & Company L.L.P. as the
Company's independent, certified
public accountants for the fiscal
year ending November 30, 2000.
SIGNATURE(S)_____________________________________DATED:____________________
NOTE: Please sign exactly as your name appears hereon. Each joint owner must
sign. Executors, Administrators, Trustees, etc. should indicate those
capacities.
