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
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under 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] 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:
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, 2000
To Our Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend the
2000 Annual Meeting of the Shareholders of Tofutti Brands Inc. The Annual
Meeting will be held at 10:00 a.m. on Tuesday, June 6, 2000, at the Holiday Inn
Select, 36 Valley Road, Clark, New Jersey. The Holiday Inn Select is located on
the circle off exit 135 of the Garden State Parkway (telephone no. (732) 574-
0100).
The matters expected to be acted upon at the Annual 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.
We hope that as many shareholders as possible will personally attend the
Annual Meeting. Whether or not you plan to attend the Annual Meeting, your views
are important. To assure your representation at the Annual Meeting, please
complete, sign and date the enclosed proxy card and promptly return it in the
enclosed envelope.
Sincerely,
/s/David Mintz
David Mintz
Chairman
and Chief Executive Officer
<PAGE>
TOFUTTI BRANDS INC.
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 6, 2000
---------------------
Cranford, New Jersey
May 5, 2000
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, June 6,
2000 at 10:00 a.m., for the following purposes:
1. To elect five directors for the ensuing year;
2. To ratify the appointment of Wiss & Company, LLP to examine the
Company's financial statements for 2000; and
3. To act upon any other matters that may properly be brought before the
Annual Meeting and any adjournment thereof.
Shareholders of record at the close of business on May 4, 2000 will be
entitled to notice of and to vote at the meeting.
By order of the Board of Directors,
/s/Steven 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
June 6, 2000
This Proxy Statement is furnished to shareholders of Tofutti Brands Inc. in
connection with the Annual Meeting of Shareholders to be held at 10:00 a.m. on
Tuesday, June 6, 2000 at the Holiday Inn Select, 36 Valley Road, Clark, New
Jersey, and at any adjournment thereof. The 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 our
Annual Report to Shareholders are expected to be mailed to shareholders
beginning May 5, 2000.
Proxy Procedure
Only shareholders of record at the close of business on May 4, 2000 are
entitled to vote in person or by proxy at the Annual Meeting.
Our 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 us. Proxies may be
solicited by our directors, officers or regular employees in person or by
telephone or other means. We 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
As of May 4, 2000, we had 6,354,567 shares of Common Stock outstanding. 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 David Mintz, our Chief Executive
Officer, who is the beneficial owner of approximately 46.9% of the outstanding
shares of our Common Stock, that he presently intends to vote in favor of all of
the resolutions on the agenda for the Annual Meeting. We believe that Mr. Mintz
owns a sufficient number of shares to elect the five nominees as directors and
to ratify the appointment of Wiss & Company, LLP as our independent auditors.
Our Annual Report for the fifty-three week period ended January 1, 2000,
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, 2000.
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 appointment of auditors selected by the Board of Directors.
In addition, the Board of Directors may submit other lawful matters to the
shareholders for action at the Annual Meeting.
Shareholders may submit proposals for inclusion in our future proxy
material. These proposals must meet the shareholder eligibility and other
requirements of the Securities and Exchange Commission. In order to be included
in our year 2001 proxy material, a shareholder's proposal must be received not
later than January 2, 2001 at our headquarters, 50 Jackson Drive, Cranford, New
Jersey 07016, Attention: Secretary.
-2-
<PAGE>
ITEM 1.
ELECTION OF DIRECTORS
The Board of Directors has proposed that five 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 five
persons named below. 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. Four of the
nominees are now members of the Board, with terms expiring as of the date of
this Annual Meeting.
Background information with respect to the five nominees for director
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 68 1981
and Chief Executive Officer
Reuben Rapoport Director of Product Development 70 1983
and Director
Franklyn Snitow Partner, Snitow & Cunningham 53 1987
Jeremy Wiesen Associate Professor of Business Law 58 1999
and Accounting, Leonard N. Stern
School of Business, New York
University
Aron Forem President, Wuhl Shafman Lieberman 45 Nominee
Corp.
David Mintz has been our Chairman of the Board and Chief Executive Officer
since August 1981.
Reuben Rapoport has been the Director of Product Development since January
1984 and a Director since July 1983.
Franklyn Snitow has been a partner in the New York law firm of Snitow &
Cunningham, our general counsel, since 1985.
Jeremy Wiesen has been an Associate Professor of Business Law and
Accounting at the Leonard N. Stern School of Business, New York University since
1972. He was a member of the
-3-
<PAGE>
board of directors of Mego Mortgage Corporation from November 1996 through March
1998 and was previously a director and officer of Tofutti from June 1983 through
January 1986.
Aron Forem is president of Wuhl Shafman Lieberman Corp., located in Newark,
New Jersey, which is one of the largest produce wholesalers in the Northeast
United States. He has been president of Wuhl Shafman Lieberman Corp. since 1980.
Bernard Koster, currently a Board member, is not seeking reelection to the
Board.
All of our directors 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 of our directors and executive officers. All of the
executive officers devote their full time to our operations of the company.
The Board recommends that the shareholders vote FOR the election of each
nominee for Director named above.
Board of Directors
Our business and affairs are managed under the direction of the Board of
Directors, composed of three non-employee directors and two employee directors
as of the date of this Proxy Statement. The Board of Directors establishes our
overall policies and standards and reviews the performance of management.
Members of the Board are kept informed of our 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 our facilities.
Members of management are available at Board meetings and at other times to
answer questions and to discuss issues.
In 1999 the Board of Directors held 3 meetings, 2 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 presently composed of Mr. Koster and Mr.
Snitow, and after the Annual Meeting, Mr. Forem will replace Mr. Koster on this
committee.
The duties of the Audit Committee include the recommendation of the
appointment of our independent public accountants, 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
The following table sets forth as of May 4, 2000, certain information
regarding the our Common Stock, $.01 par value, for each person known by us to
be the beneficial owner of more than 5% of the outstanding shares of our Common
Stock, for each executive officer named in the Summary Compensation Table, for
each of our directors and the nominee for director and for all of our executive
officers and directors as a group:
-4-
<PAGE>
Amount of
Name Beneficial Ownership Percent of Class
- ---- -------------------- ----------------
David Mintz....................... 3,659,240 (1) 52.0%
Steven Kass....................... 528,000 (2) 7.7%
Reuben Rapoport................... 145,000 (3) 2.2%
Jeremy Wiesen .................... 88,500 (4) 1.4%
Franklyn Snitow................... 78,000 (5) 1.2%
Bernard Koster.................... 33,000 (6) *
Aron Forem (7).................... -- --
All Executive Officers and
Directors as a group (6 persons).. 4,531,740 (8) 58.1%
___________
* Less than 1%.
(1) Includes 680,000 shares issuable upon the exercise of currently exercisable
stock options.
(2) Issuable upon the exercise of currently exercisable stock options.
(3) Includes 125,000 shares issuable upon the exercise of currently exercisable
stock options.
(4) Includes 14,000 shares held by the Jeremy Wiesen Foundation of which Mr.
Wiesen is the trustee and 30,000 shares issuable upon the exercise of
currently exercisable stock options.
(5) Includes 30,000 shares issuable upon the exercise of currently exercisable
stock options.
(6) Includes 25,000 shares issuable upon the exercise of currently exercisable
stock options.
(7) Nominee for director.
(8) Includes 1,441,000 shares issuable upon the exercise of currently
exercisable stock options.
The address of Messrs. Mintz, Kass and Rapoport is c/o Tofutti Brands Inc.,
50 Jackson Drive, Cranford, New Jersey 07016. The address of Mr. Snitow is 575
Lexington Avenue, New York, NY 10017. The address of Mr. Koster is 7 Old Smith
Road, Tenafly, New Jersey 07670. The address of Mr. Wiesen is Tisch Hall, 40
West 4th Street, Suite 300, New York, New York 10012. The address of Mr. Forem
is c/o Wuhl Shafman Lieberman Corp., 52-62 Cornelia Street, Newark, New Jersey
07105. Each person listed above has sole voting and/or investment power of the
shares attributed to him.
Director and Executive Officer Securities Reports
Compliance with Section 16(a) of The Exchange Act. Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires our officers and
directors, and persons who own more than ten percent of our Common Stock, to
file initial statements of beneficial ownership (Form 3), and statements of
changes in beneficial ownership (Forms 4 or 5), of Common Stock and other equity
securities of the company with the Securities and Exchange Commission (the
-5-
<PAGE>
"SEC") and the American Stock Exchange. Officers, directors and greater than
ten-percent stockholders are required by SEC regulation to furnish us with
copies of all such forms they file.
To our knowledge, based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no additional forms were required for those persons, we believe that during
fiscal 1999 all persons subject to these reporting requirements filed the
required reports on a timely basis.
Executive Compensation
The following table sets forth information concerning the total
compensation during the last three fiscal years for our executive officers whose
total salary in fiscal 1999 totaled $100,000 or more:
SUMMARY COMPENSATION TABLE
--------------------------
Annual Long-Term
Compensation Compensation
------------ ------------
Securities Underlying
Name and Principal Position Year Salary ($) Options (#)
- --------------------------- ---- ---------- -----------
David Mintz 1999 $303,000(1) 600,000
Chief Executive Officer 1998 225,000(2) --
and Chairman of the Board 1997 180,000(3) 480,000
Steven Kass 1999 187,000(1) 400,000
Chief Financial Officer 1998 145,000(2) --
Secretary and Treasurer 1997 117,500(3) 430,000
- ---------------
(1) Includes bonuses of $125,000 and $75,000 for Messrs. Mintz and Kass,
respectively, accrued at year-end and paid on February 11, 2000.
(2) Includes bonuses of $50,000 and $35,000 for Messrs. Mintz and Kass,
respectively, accrued at year-end and paid on April 1, 1999.
(3) Includes bonuses of $30,000 and $20,000 for Messrs. Mintz and Kass,
respectively, accrued at year-end and paid on April 1, 1998.
The aggregate value of all other perquisites and other personal benefits
furnished in each of the last three years to each of these executive officers
was less than 10% of each officer's salary for such year.
There are currently no employment agreements between us and any of our
officers. Neither Mr. Snitow nor Mr. Koster has received any cash remuneration
for their service as Director in the last three years, nor has Mr. Wiesen since
his election to the Board in May 1999.
Stock Options
The following table provides information concerning the grants and
exercising of stock options during our last fiscal year to each of the officers
named above in the Summary Compensation Table:
-6-
<PAGE>
<TABLE>
<CAPTION>
OPTIONS GRANTED IN LAST FISCAL YEAR
-----------------------------------
Number of Percent of
Shares Total Options
Underlying Granted to
Options Employees in
Name Granted (#) Fiscal Year Exercise Price ($/SH) Expiration Date
- ---- ----------- ----------- --------------------- ---------------
<S> <C> <C> <C> <C>
David Mintz, 600,000 47% $1.1688 3/18/04
Chief Executive Officer
and Chairman of the
Board
Steven Kass, 400,000 31% $1.0625 3/18/04
Chief Financial Officer,
Secretary and Treasurer
</TABLE>
The following table provides information concerning stock options held in
fiscal 1999 by each of the executive officers named above in the Summary
Compensation Table:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
---------------------------------------------
Number of Shares Value of Unexercised
Shares Underlying Unexercised in the Money Options
Acquired on Value Options at FY-End (#) at FY-End ($)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
David Mintz, -- $ -- 680,000(E) $529,000(E)(1)
Chief Executive Officer 400,000(U) 207,000(U)(1)
and Chairman of the
Board
Steven Kass, 35,000 78,812 528,000(E) 461,000(E)(1)
Chief Financial Officer, 267,000(U) 167,000(U)(1)
Secretary and Treasurer
</TABLE>
- -----------------------
(E) Exercisable options
(U) Unexercisable options
(1) Calculated by subtracting option exercise price from year-end market price.
-7-
<PAGE>
Certain Transactions
On October 17, 1994, our Board of Directors adopted a resolution wherein we
were 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 our Chairman and Chief
Executive Officer. 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, we will 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 Wiss & Company, LLP by the Board of
Directors to conduct the annual audit of the financial statements of
Tofutti Brands Inc. for the fiscal year ending December 30, 2000 is
ratified, confirmed and approved."
The Board of Directors believes that Wiss & Company has the necessary
knowledge of the our operations, and the personnel, professional qualifications
and independence to act as the Company's auditors. The Board recommends that the
shareholders ratify and approve the selection of Wiss & Company as our auditors
for the fiscal year ending December 30, 2000.
In the event this resolution does not receive the necessary vote for
adoption, or if for any reason Wiss & Company ceases to act as our auditors, the
Board of Directors will appoint other independent public accountants as
auditors.
Representatives of Wiss & Company will attend the Annual Meeting. They will
be available to respond to appropriate questions from shareholders at the
meeting.
The Board of Directors recommends a vote FOR the foregoing proposal.
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
-8-
<PAGE>
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.
Our financial statements are included in our Annual Report to Shareholders
for the 1999 fiscal year, which was expected to be mailed to the shareholders
beginning May 5, 2000.
A COPY OF OUR 1999 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,
/s/Steven Kass
Steven Kass
Secretary
Dated: May 5, 2000
-9-
<PAGE>
APPENDIX A
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, 2000 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 shares, 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>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
TOFUTTI BRANDS INC.
June 4, 2000
(1) The election of five Directors.
[ ] FOR all nominees listed at right Nominees: DAVID MINTZ
(except as marked to contrary) ARON FOREM
REUBEN RAPOPORT
FRANKLYN SNITOW
[ ] WITHHOLD AUTHORITY to vote for JEREMY WIESEN
all nominees listed at right
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name at right.
(2) To ratify the appointment of Wiss & Company, LLP to examine the Company's
financial statements for 2000.
[ ] 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 FIVE NOMINEES FOR DIRECTOR
NAMED IN ITEM 1 AND (ii) THE RATIFICATION OF THE APPOINTMENT OF WISS & COMPANY,
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2000.
Signature_________________ ___________________________ Dated___________2000
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.)
