SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy 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 of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TOFUTTI BRANDS 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), or 14a-6(1)(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:
Common Stock $.01 par value
(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 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>
TOFUTTI BRANDS INC.
50 Jackson Drive
Cranford, New Jersey 07016
Telephone: (908) 272-2400
May 3, 1996
To Our Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend
the 1996 Annual Meeting of the Shareholders of Tofutti Brands Inc. The Annual
Meeting will be held at 10:00 A.M., on Tuesday, June 4, 1996, at the Day's Inn,
10 Jackson Drive, Cranford, New Jersey.
We are gratified by your interest in Tofutti Brands and are pleased
that you are part of our family of shareholders. We hope that you will be able
to attend the meeting.
The matters expected to be acted upon at the meeting are described in
the attached Proxy Statement. During the meeting, shareholders who are present
at the meeting will have the opportunity to ask questions.
It is important that your views be represented whether or not you are
able to be present at the Annual Meeting. Please sign and date the enclosed
proxy card and promptly return it to us in the postpaid envelope.
Sincerely,
David Mintz
Chairman and Chief Executive
Officer
<PAGE>
TOFUTTI BRANDS INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 4, 1996
Cranford, New Jersey
May 3, 1996
The Annual Meeting of Shareholders of Tofutti Brands Inc. will be held
at the Days Inn, 10 Jackson Drive, Cranford, New Jersey, on Tuesday, June 4,
1996 at 10:00 A.M., for the following purposes:
1. To elect four directors for the ensuing year;
2. To ratify the appointment of auditors;
3. To consider and act upon the proposal to amend the
Company's 1993 Stock Option Plan and increase by
1,000,000 shares the number of shares of the Company's
Common Stock available for the grant of options; and
4. To act upon any other matters that may properly be
brought before the meeting and any adjournment thereof.
Shareholders of record at the close of business on May 1, 1996 will be
entitled to notice of and to vote at the meeting.
By order of the Board of Directors,
Steven Kass
Secretary
PLEASE SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THAT PURPOSE.
<PAGE>
TOFUTTI BRANDS INC.
50 Jackson Drive, Cranford, New Jersey 07016
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 4, 1996
This Proxy Statement is furnished to shareholders of Tofutti
Brands Inc. (the "Company") in connection with the Annual Meeting
of the Shareholders (the "Annual Meeting") to be held at 10:00 A.M.
on Tuesday, June 4, 1996 at the Days Inn, 10 Jackson Drive,
Cranford, New Jersey, and at any adjournment thereof. The Tofutti
Brands Inc. Board of Directors is soliciting proxies to be voted at
the Annual Meeting.
This Proxy Statement and Notice of Annual Meeting, the proxy card and
Company's Annual Report to Shareholders are expected to be mailed to
shareholders beginning May 3, 1996.
Proxy Procedure
Only shareholders of record at the close of business on May 1, 1996 are
entitled to vote in person or by proxy at the Annual Meeting.
The Company's Board of Directors solicits proxies so that each
shareholder has the opportunity to vote on the proposals to be considered at the
Annual Meeting. When a proxy card is returned properly signed and dated, the
shares represented thereby will be voted in accordance with the instructions on
the proxy card. If a shareholder does not return a signed proxy card or does not
attend the Annual Meeting and vote in person, his or her shares will not be
voted. Abstentions and "broker non-votes" are not counted in determining
outcomes of matters being acted upon. They are counted only for determining a
meeting quorum. If a shareholder attends the Annual Meeting, he or she may vote
by ballot.
Shareholders are urged to mark the boxes on the proxy card to indicate
how their shares are to be voted. If a shareholder returns a signed proxy card
but does not mark the boxes, the shares represented by that proxy card will be
voted as recommended by the Board of Directors. The proxy card gives the
individuals named as Proxies discretionary authority to vote the shares
represented on any other matter that is properly presented for action at the
Annual Meeting. A shareholder may revoke his or her proxy at any time before it
is voted by: (i) giving notice in writing to the Secretary of the Company, (ii)
granting a subsequent proxy; or (iii) appearing in person and voting at the
Annual Meeting.
<PAGE>
Cost of Solicitation
The cost of soliciting proxies will be borne by the Company. Proxies
may be solicited by directors, officers or regular employees of the Company in
person or by telephone or other means. The Company will reimburse brokerage
houses and other custodians, nominees and fiduciaries for their expenses in
accordance with the regulations of the Securities and Exchange Commission
concerning the sending of proxies and proxy material to the beneficial owners of
stock.
Voting
The outstanding voting stock of the Company as of May 1, 1996 consisted
of 6,053,567 shares of Common Stock. The presence of a majority of the
outstanding shares of the Common Stock, represented in person or by proxy at the
meeting, will constitute a quorum. If a nominee for director receives a
plurality of the votes cast by the holders of the outstanding shares of Common
Stock entitled to vote at the Annual Meeting, he will be elected. An affirmative
majority of the votes cast is required to ratify the appointment of auditors and
to approve the proposal to increase the number of shares reserved for issuance
under the Company's 1993 Stock Option Plan (the "1993 Plan"). Abstentions and
broker non-votes are not counted in determining the number of shares voted for
or against any nominee for director or any proposal.
Management has received indications from the Company's Chief Executive
Officer, the beneficial owner of approximately 50% of the outstanding shares of
Common Stock, that he presently intends to vote in favor of all of the
resolutions on the agenda for the Annual Meeting. The Company believes that its
Chief Executive Officer owns a sufficient number of shares to elect the four
nominees as directors, approve the amendment to the Company's 1993 Plan and
ratify the appointment KPMG Peat Marwick LLP as the Company's independent
auditors.
The Company's Annual Report for the fifty-two week period ended
December 30, 1995, which report is not part of this proxy solicitation, is being
mailed to shareholders with this proxy solicitation. It is anticipated that this
Proxy Statement and the accompanying form of proxy will first be mailed to
shareholders on or about May 3, 1996.
Proxy Statement Proposals
Each year at the Annual Meeting, the Board of Directors submits to
shareholders its nominees for election as directors. Shareholders also vote to
ratify or reject the auditors selected by the Board of Directors. In addition,
the Board of Directors may submit other matters to the shareholders for action
at the Annual Meeting.
Shareholders of the Company also may submit proposals for inclusion in
the proxy material. These proposals must meet the shareholder eligibility and
other requirements of the Securities and Exchange Commission. In order to be
included in the Company's 1997 proxy material, a shareholder's proposal must be
received not later than December 28, 1996 at the Company's headquarters, 50
Jackson Drive, Cranford, New Jersey 07016, Attention: Secretary.
<PAGE>
ITEM 1.
ELECTION OF DIRECTORS
The Board of Directors (the "Board") has proposed that four directors
be elected at the Annual Meeting to serve until the next Annual Meeting of
Shareholders and the due election and qualification of their successors. The
proxies will be voted, unless otherwise specified, in favor of the election as
directors of the four persons hereinafter named. Should any of the nominees not
be available for election, the proxies will be voted for a sub stitute nominee
designated by the Board. It is not expected that any of the nominees will be
unavailable. All of the four nominees are now members of the Board, with terms
expiring as of the date of this Annual Meeting.
Background information with respect to the four incumbent director
nominees appears below. See "Security Ownership of Certain Beneficial Owners and
Management" for information regarding such persons' holdings of Common Stock.
Director
Nominee Principal Occupation Age Since
- ------- -------------------- --- -----
David Mintz Chairman of the Board of Directors 64 1981
and Chief Executive Officer
Bernard Koster Counsel, Litwin and Holsinger 61 1993
Reuben Rapoport Director of Production and Product 65 1983
Development and Director
Franklyn Snitow Partner, Snitow & Pauley 49 1987
David Mintz, the founder of the Company, has been Chairman of the Board
and Chief Executive Officer of the Company and its predecessor since August
1981.
Bernard Koster has been counsel to the New Jersey law firm of Litwin
and Holsinger since January 1993. Since February 1990, Mr. Koster has been
self-employed as a business consultant.
Reuben Rapoport has been the Director of Production and Product
Development of the Company since January 1984.
Franklyn Snitow has been a partner of the New York law firm of Snitow &
Pauley, the Company's general counsel, since 1985.
All directors of the Company hold office until the next Annual Meeting
of Shareholders and until their successors have been elected and qualified.
Officers serve at the discretion of the Board of Directors. There are no family
relationships between any directors and executive officers of the Company. All
of the executive officers devote their full time to the operations of the
Company.
The Board recommends that the stockholders vote FOR the election of
each nominee for Director named above.
Board of Directors
The business and affairs of the Company are managed under the direction
of the Board of Directors, composed of two non-employee directors and two
employee directors as of the date of this Proxy Statement. The Board of
Directors establishes the overall policies and standards for the Company and
reviews the performance of management. Members of the Board are kept informed of
the Company's operations at meetings of the Board and its Audit Committee and
through reports
<PAGE>
and discussions with management. In addition, members of the Board periodically
visit the Company's facilities. Members of management are available at Board
meetings and at other times to answer questions and to discuss issues.
In 1995 the Board of Directors held two meetings. Each director
attended all of the meetings of the Board and each member of the Audit Committee
attended the one meeting of such committee. The Audit Committee is composed of
Mr. Koster and Mr. Snitow.
The duties of the Audit Committee include the recommendation of the
appointment of independent public accountants for the Company, review of the
scope of audits proposed by the independent public accountants, and
consultations with the independent public accountants on matters relating to
internal financial controls and procedures.
Share Ownership of Directors and Executive Officers
This table shows the number of shares of the Company's Common Stock
beneficially owned by each person known by the Company to beneficially own more
than five percent of the Company's Common Stock, each individual director and
executive officer named in this Proxy Statement and by all of the current
directors and executive officers as a group as of March 12, 1996.
Amount of Beneficial Percent
Name Ownership of Class
---- ------------------- --------
David Mintz 3,090,440(1) 49.9%
Franklyn Snitow 30,000(2) *
Reuben Rapoport 20,000 *
Bernard Koster 16,000(3) *
All Officers and Directors 3,156,440(4) 51.0%
as a group (6 persons)
- --------------------
* Less than 1%.
(1) Includes 75,000 shares issuable upon the exercise of currently
exercisable options.
(2) Includes 30,000 shares issuable upon the exercise of currently
exercisable options.
(3) Includes 16,000 shares issuable upon the exercise of currently
exercisable options.
(4) Includes 121,000 shares issuable upon the exercise of currently
exercisable options.
The address of each of the above individuals except for Messrs.
Franklyn Snitow and Bernard Koster is 50 Jackson Drive, Cranford, New Jersey
07016. The address of Mr. Snitow is 345 Madison Avenue, New York, New York
10017, and the address of Mr. Koster is 1450 Broadway, New York, New York 10018.
Each person listed above has sole voting and/or investment power of the shares
attributed to him.
<PAGE>
Director and Executive Officer Securities Reports
The Federal securities laws require the Company's directors and
executive officers, and persons who own more than 10% of the Company's Common
Stock to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of any equity securities of the
Company. To the Company's knowledge, based solely on review of the copies of
such reports furnished to it and representations that no other reports were
required, all persons subject to these reporting requirements filed the required
reports on a timely basis.
Executive Compensation
The following pages describe all of the components of compensation of
those executives of the Company whose compensation was $100,000 or more in 1995.
Summary Compensation Table
The following table sets forth information concerning the total
compensation during the last three fiscal years of the Company's Chief Executive
Officer and its only other executive officer who had a salary of $100,000 or
more in fiscal 1995:
Long-Term
Compensation-
Name and Principal Position Year Salary ($) Option Awards (#)
- --------------------------- ---- ---------- -----------------
David Mintz, 1995 $125,000 --
Chief Executive Officer 1994 125,000 --
1993 127,404 75,000
Rick W. Malloy, 1995 $100,000 --
Executive Vice President (1) 1994 100,000 --
1993 101,923 --
The Company did not pay any bonuses or make any restricted stock grants
in 1995. The Company does not have any retirement plans for its executives. The
current value of all other perquisites and other personal benefits furnished in
each of the last three years to each of the executive officers named above was
less than 10% of the officer's salary for such year. There are currently no
employment agreements between the Company and any of its officers.
- -----
(1) Mr. Malloy resigned as an officer in 1995.
Stock Options
The following table provides information concerning the grants and
exercising of stock options during the Company's last fiscal year to each of the
officers named above in the Summary Compensation Table and with respect to
year-end option values. There were no options granted to any officers or
directors in 1995.
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values
Number of Shares Value of Unexercised
Underlying Unexercised in the Money Options
Options at FY-End (#) at FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
- --------------- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
David Mintz, - - 75,000 (E) $4,688 (E)
Chief Executive
Officer
Rick Malloy - - - -
Executive Vice
President
<FN>
_____________
(E) Exercisable Options
</FN>
</TABLE>
Certain Transactions
Franklyn Snitow, a director of the Company, is a member of the law firm
of Snitow & Pauley, which firm provided minimal legal services on behalf of the
Company in 1995.
On October 17, 1994, the Company's Board of Directors adopted a
resolution wherein the Company was authorized to purchase a $1,000,000 split
dollar insurance plan on the life of a member of David Mintz's family. Mr. Mintz
is Chairman and Chief Executive Officer of the Company. The purpose of this
transaction is to provide the Mintz estate with funds sufficient to pay any
estate taxes levied upon the transfer of Mr. Mintz's Tofutti stock, which would
have otherwise necessitated a sale of the stock. The sale of such stock might
have a negative effect of significantly decreasing the market price of the stock
to the detriment of other shareholders. Upon the death of the family member, the
Company is to receive a complete refund of all its premiums paid plus interest
at 4%.
ITEM 2.
APPOINTMENT OF AUDITORS
The following resolution will be offered by the Board of Directors at
the Annual Meeting.
RESOLVED: That the appointment of KPMG Peat Marwick LLP by the Board
of Directors of the Company to conduct the annual audit of the financial
statements of Tofutti Brands Inc. for the year ending December 28, 1996 is
ratified, confirmed and approved.
The Board of Directors recommends a vote FOR the foregoing proposal
for the following reasons:
The Board of Directors of the Company first appointed KPMG Peat
Marwick LLP ("KPMG"), independent public accountants, as its auditors in 1985
and has reappointed the firm as auditors since such time. As a result of KPMG's
knowledge of the Company's operations and reputation in the auditing field, the
Board of Directors is convinced that the firm has the necessary personnel,
professional qualifications and independence to act as the Company's auditors.
The Board has again selected KPMG as the Company's auditors for the year 1996
and recommends that the shareholders ratify and approve the selection.
<PAGE>
In the event this resolution does not receive the necessary vote for
adoption, or if for any reason KPMG ceases to act as auditors for the Company,
the Board of Directors of the Company will appoint other independent public
accountants as auditors.
Representatives of KPMG will attend the Annual Meeting. They will be
available to respond to appropriate questions from shareholders at the meeting.
ITEM 3.
PROPOSAL TO AMEND THE 1993 INCENTIVE STOCK OPTION PLAN
The Board of Directors of the Company has unanimously adopted, subject
to shareholder approval, an amendment to the Company's 1993 Stock Option Plan
(the "1993 Plan") to increase by 1,000,000 shares the amount of the Company's
Common Stock available for the grant of options under the 1993 Plan. The 1993
Plan was originally adopted by the Company's Board of Directors and approved by
its shareholders. The 1993 Plan has proven to be a valuable tool in retaining
key employees. The Board believes that such authority, in view of the need to
continue to hire additional qualified employees, should be expanded to increase
the number of options which may be granted under the 1993 Plan. The Board
believes that such authority (i) will provide the Company with significant means
to attract and retain talented personnel, (ii) will result in saving cash, which
otherwise would be required to maintain current key employees and adequately
reward key personnel, and (iii) consequently will prove beneficial to the
Company's ability to be competitive.
The Board recommends a vote FOR the proposal.
Stock Option Plan
The 1993 Plan provides for the granting to key employees of incentive
stock options ("Incentive Stock Options"), within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and for the granting
of nonstatutory options to key employees and consultants. The 1993 Plan is
currently administered by the Board of Directors, which determines the terms and
conditions of the options granted under the 1993 Plan, including the exercise
price, number of shares subject to the option and the exercisability thereof. A
total of 400,000 shares have been reserved for issuance under the 1993 Plan. At
December 30, 1995, 138,000 shares were subject to outstanding options and
212,000 shares, representing less than 4% of the Common Stock outstanding on the
record date of the Annual Meeting, remained available for future grant.
The exercise price of all Incentive Stock Options granted under the
1993 Plan must be at least equal to the fair market value of the Common Stock of
the Company on the date of grant. If an incentive stock option is granted to an
individual who owns shares having more than 10% of the combined voting power of
all classes of shares of the Company, the option price must be at least 110% of
the fair market value of the shares subject to the option on the date of grant
and the option cannot be for a term of more than five years. The exercise price
of all nonstatutory stock options granted under the 1993 Plan must be at least
75% of the fair market value of the Company's Common Stock on the date of grant.
To date, no options have been granted at exercise prices less than fair market
value on the date of grant as determined by the Compensation Committee. The
terms of options granted under the 1993 Plan may not exceed 10 years. Shares
subject to options under the 1993 Plan may be purchased for cash or, with the
consent of the Compensation Committee, in exchange for shares of the Company's
Common Stock or by a promissory note. The 1993 Plan may be amended, suspended or
terminated by the Board, but no such action may impair rights under a previously
granted option. No options may be granted under the 1993 Plan after March 23,
2003.
<PAGE>
Options are not transferable by the optionee otherwise than by will or
the laws of descent and distribution and during the optionee's lifetime will be
exercisable only by him or her. Options terminate before their expiration dates
one year after the optionee's death while in the employ of the Company, three
months after the optionee's retirement for reasons of age or disability or
involuntary termination of employment other than for cause, and immediately upon
voluntary termination of employment or involuntary termination of employment for
cause.
The Board may, in its discretion, modify, revise or terminate the 1993
Plan at any time, but the aggregate number of shares issuable pursuant to
options may not be increased (except in the event of certain changes in the
Company's capital structure), the eligibility provisions and minimum option
price may not be changed, and the permissible maximum term of options may not be
increased, without the consent of the Company's stockholders.
The 1993 Plan also contains provisions protecting optionees against
dilution of the value of their options in the case of stock splits, stock
dividends or other changes in the capital structure of the Company, in the event
of any proposed reorganization or merger involving the Company or in the event
of any spin-off or distribution of assets of the Company to stockholders.
<PAGE>
Income Tax Consequences
Certain of the Federal income tax consequences applicable to the 1993
Plan are set forth below. This discussion is intended to be general in scope and
does not consider, among other things, certain special rules which are
applicable to optionees who are subject to Section 16(b) of the Securities
Exchange Act of 1934.
With respect to incentive stock options granted under the 1993 Plan:
When an optionee exercises an incentive stock option while employed by the
Company or within the permitted periods after termination of employment, no
ordinary income will be recognized by the optionee at that time but the excess
of the fair market value of shares acquired by such exercise over the option
price will be an item of tax preference for purposes of the Federal alternative
minimum tax applicable to individuals. If the shares acquired upon exercise are
not disposed of until more than one year after the date of acquisition, the
excess of the sale proceeds over the aggregate option price of such shares will
be long-term capital gain to the optionee, and the Company will not be entitled
to a tax deduction under such circumstances. If shares are disposed of prior to
such date (a "disqualifying disposition"), the excess of the fair market value
of such shares at the time of exercise over the aggregate option price (but
generally not more than the amount of gain realized on the disposition) will be
ordinary income to the optionee at the time of such disqualifying disposition.
The Company generally will be entitled to a Federal income tax deduction in an
amount equal to the amount of ordinary income so recognized.
With respect to non-qualified options granted under the 1993 Plan: When
an optionee exercises an option, the difference between the option price and any
higher fair market value of the shares on the date of exercise will be ordinary
income to the optionee and generally will be allowed as a deduction for Federal
income tax purposes to the Company. When an optionee disposes of shares acquired
by the exercise of the option, any amount received in excess of the fair market
value of the shares on the date of exercise will be treated as long-term or
short-term capital gain to the optionee, depending upon the holding period of
the shares If the amount received is less than the market value of the shares on
the date of exercise, the loss will be treated as long-term or short-term
capital loss, depending upon the holding period of the shares.
OTHER MATTERS
The Board of Directors does not intend to bring any matters before the
Annual Meeting other than those specifically set forth in the Notice of the
Annual Meeting and knows of no matters to be brought before the Annual Meeting
by others. If any other matters properly come before the Annual Meeting, it is
the intention of the persons named in the accompanying proxy to vote such proxy
in accordance with the judgment of the Board of Directors.
Financial statements for the Company are included in its Annual Report
to Shareholders for the year 1995 which were expected to be mailed to the
shareholders beginning May 3, 1996.
<PAGE>
A COPY OF THE COMPANY'S 1995 ANNUAL REPORT ON FORM 10-KSB FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE WITHOUT CHARGE TO THOSE
SHAREHOLDERS WHO WOULD LIKE MORE DETAILED INFORMATION CONCERNING THE COMPANY. TO
OBTAIN A COPY, PLEASE WRITE TO: STEVEN KASS, SECRETARY, TOFUTTI BRANDS INC., 50
JACKSON DRIVE, CRANFORD, NEW JERSEY 07016.
By Order of the Board of Directors,
Steven Kass
Secretary
Dated: May 3, 1996
<PAGE>
TOFUTTI BRANDS INC.
50 Jackson Drive
Cranford, New Jersey 07016
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David Mintz and Steven Kass, or either
of them, attorneys or attorney of the undersigned, for and in the names(s) of
the undersigned, with power of substitution and revocation in each to vote any
and all shares of Common Stock, par value, $.01 per share, of Tofutti Brands
Inc. (the "Company"), which the undersigned would be entitled to vote as fully
as the undersigned could if personally present at the Annual Meeting of
Shareholders of the Company to be held on June 4, 1996 at 10:00 A.M. at the Days
Inn, 10 Jackson Drive, Cranford, New Jersey, and at any adjournment or
adjournments thereof, hereby revoking any prior proxies to vote said stock, upon
the following items of business more fully described in the notice of and proxy
statement for such Annual Meeting (receipt of which is hereby acknowledged):
(1) The election of four Directors.
[ ] FOR all nominees listed below (except as marked to contrary)
[ ] WITHHOLD AUTHORITY to vote for all nominees below
DAVID MINTZ, BERNARD KOSTER, REUBEN RAPOPORT, FRANKLYN H. SNITOW
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name above.
<PAGE>
(2) To ratify the appointment of KPMG Peat Marwick LLP to
examine the Company's accounts for 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) To approve an amendment to the Company's 1993 Stock
Option Plan to increase by 1,000,000 shares the
number of shares of the Company's Common Stock
available for the grant of options.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) To transact such other business as may properly come before
the meeting, or any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. UNLESS OTHERWISE
INDICATED, THIS PROXY WILL BE VOTED FOR (i) ELECTION OF THE FOUR NOMINEES NAMED
IN ITEM 1, (ii) THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS
THE COMPANY'S INDEPENDENT AUDITORS FOR 1996, AND (iii) APPROVAL OF AN AMENDMENT
TO THE COMPANY'S 1993 STOCK OPTION PLAN TO INCREASE BY 1,000,000 SHARES THE
NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK AVAILABLE FOR THE GRANT OF
OPTIONS.
Dated____________________________________1996
---------------------------------------------
Signature(s)
---------------------------------------------
Signatures, if held jointly
(Please sign exactly as name(s) appear(s)
hereon. When signing as attorney, executor,
administrator, trustee, guardian, or as an
officer signing for a corporation, please
give full title under signature.)
<PAGE>
