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):
[ ] $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 5, 1997
To Our Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend the
1997 Annual Meeting of the Shareholders of Tofutti Brands Inc. The Annual
Meeting will be held at 10:00 A.M., on Thursday, May 29, 1997, at the Holiday
Inn Select, 36 Valley Road, Clark, New Jersey (on the circle off exit 135 of the
Garden State Parkway / telephone no. 908-574-0100).
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,
/s/David Mintz
--------------
David Mintz
Chairman and Chief Executive
Officer
<PAGE>
TOFUTTI BRANDS INC.
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 29, 1997
---------------------
Cranford, New Jersey
May 5, 1997
The Annual Meeting of Shareholders of Tofutti Brands Inc. will be held at
the Holiday Inn Select, 36 Valley Road, Clark, New Jersey, on Thursday, May 29,
1997 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; and
3. 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 2, 1997 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
/s/Steve Kass
-------------
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
May 29, 1997
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 Thursday, May 29, 1997 at the
Holiday Inn Select, 36 Valley Road, Clark, 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 5, 1997.
Proxy Procedure
Only shareholders of record at the close of business on May 2, 1997 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.
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.
<PAGE>
Voting
The outstanding voting stock of the Company as of May 2, 1997 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. 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 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
28, 1996, 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 5, 1997.
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 1998 proxy material, a shareholder's proposal must be received
not later than December 27, 1997 at the Company's headquarters, 50 Jackson
Drive, Cranford, New Jersey 07016, Attention: Secretary.
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 substitute 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 65 1981
and Chief Executive Officer
Bernard Koster Counsel, Litwin and Holsinger 62 1993
Reuben Rapoport Director of Product Development 67 1983
and Director
Franklyn Snitow Partner, Snitow & Pauley 50 1987
2
<PAGE>
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 Product Development of the Company
since January 1984.
Franklyn Snitow has been a partner in 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 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 1996 the Board of Directors held three meetings, two of which were held
by telephone conference. Each director was present for 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 11, 1997.
3
<PAGE>
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) Issuable upon the exercise of currently exercisable options.
(3) 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. Koster and
Snitow is c/o Tofutti Brands, 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.
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 1996.
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 $100,000 or
more in fiscal 1996:
Long-Term
Compensation-
Name and Principal Position Year Salary($) Option Awards(#)
- --------------------------- ---- --------- ----------------
David Mintz, 1996 $155,000(1) -
Chief Executive Officer 1995 125,000 -
1994 125,000 -
Steven Kass, 1996 $100,000(1) -
Chief Financial Officer, 1995 -- (2) -
Secretary and Treasurer 1994 -- (2) -
- ---------------------
(1) Includes bonuses of $30,000 and $15,000 for Messrs. Mintz and Kass,
respectively, accrued at year-end and paid in April 1997.
(2) Less than $100,000.
4
<PAGE>
The Company did not pay any bonuses, except as noted in footnote 1 to the
Summary Compenstation Table, or make any restricted stock grants in 1996. The
Company does not have any retirement plans for its executives. The current value
of all other perquisites and other personal benefits furnished in each of the
last three years to each of the executive officers named above was less than 10%
of the officer's salary for such year. There are currently no employment
agreements between the Company and any of its officers.
Stock Options
The following table provides information concerning the grants and
exercising of stock options during the Company's last fiscal year to each of the
officers named above in the Summary Compensation Table and with respect to
year-end option values. There were no options granted to any officers or
directors in 1996.
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Underlying Unexercised in the Money Options
Options at FY-End (#) at FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
- --------------- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
David Mintz, -- -- 75,000(E) $--(1)
Chief Executive
Officer
Steven Kass, -- -- -- --
Chief Financial
Officer, Secretary
and Treasurer
- ---------
</TABLE>
(E) Exercisable Options
(1) Year-end market price less than option price.
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 1996.
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 27, 1997 is ratified,
confirmed and approved.
5
<PAGE>
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 1997
and recommends that the shareholders ratify and approve the selection.
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.
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 1996 which were expected to be mailed to the
shareholders beginning May 5, 1997.
6
<PAGE>
A COPY OF THE COMPANY'S 1996 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 5, 1997
7
<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 May 29, 1997 at 10:00 A.M. at the Holiday Inn Select,
36 Valley Road, Clark, 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):
(CONTINUED ON OTHER SIDE)
<PAGE>
(1) The election of four Directors.
[ ] FOR all nominees listed at right Nominees: David Mintz
(except as marked to contrary) Bernard Koster
Reuben Rapoport
Franklyn Snitow
[ ] WITHHOLD AUTHORITY to vote for all
nominees listed at right
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name above.
(2) To ratify the appointment of KPMG Peat Marwick LLP to examine the Company's
accounts for 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) 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
AND (ii) THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR 1997.
Dated___________________________1997
------------------------------------
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.)
