===============================================================================
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 Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ACTION PRODUCTS INTERNATIONAL, 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:
-------------------------------------------------------------------------
(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 fee 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:
-------------------------------------------------------------------------
Notes:
<PAGE>
ACTION PRODUCTS INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 7, 1999
TO OUR SHAREHOLDERS:
The Annual Meeting of the Shareholders of Action Products
International, Inc. (the "Company") will be held at the offices of the Company
at 390 North Orange Avenue, Suite 2185, Orlando, Florida 32801 on Friday, June
11, 1999, at 9:30 a.m., to consider and vote upon the following proposals, all
of which are more completely set forth in the accompanying Proxy Statement:
1. Elect two directors, each with a term of two years and one director
to serve a term of one year.
2. To transact such other business as may properly come before the
meeting.
The Board of Directors has established April 16, 1999 as the record
date for the Annual Meeting and only shareholders of record at the close of
business on that date will be entitled to vote at the meeting. A form of proxy
and the Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1998 are enclosed.
Your vote is important. Whether or not you expect to attend the
meeting, please read the accompanying Proxy Statement and complete, sign, date
and return the accompanying proxy in the enclosed postage paid envelope at your
earliest convenience. You may revoke your proxy at any time before it is
exercised by following the instructions set forth on the first page of the
accompanying Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
ACTION PRODUCTS INTERNATIONAL, INC.
/s/ Delton G. de Armas
Delton G. de Armas
Secretary
Orlando, Florida
May 7, 1999
<PAGE>
ACTION PRODUCTS INTERNATIONAL, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
FRIDAY, JUNE 11, 1999
9:30 A.M.
CORPORATE OFFICES
390 NORTH ORANGE AVENUE
21ST FLOOR, SUITE 2185
ORLANDO, FLORIDA
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of Action Products
International, Inc. (the "Company") in connection with the solicitation by the
Board of Directors of proxies to be used at the 1999 Annual Meeting of
Shareholders of the Company and any adjournment or postponement thereof (the
"Meeting"). The time and place of the Meeting are noted above. This Proxy
Statement and enclosed form of Proxy were first sent to shareholders on or about
May 7, 1999. The Company's Annual Report for the year ended December 31, 1998,
including certified financial statements, is also enclosed.
The Board of Directors of the Company is soliciting proxies so that
each shareholder is given an opportunity to vote. These proxies enable
shareholders to vote on all matters that are scheduled to come before the
Meeting. When proxies are returned properly executed, the Proxy Committee will
vote the shares represented thereby in accordance with the shareholders'
directions. Shareholders are urged to specify their choices by marking the
enclosed proxy; if no choice has been specified, the shares will be voted FOR
the election of the three nominees as directors. The proxy also confers upon the
Proxy Committee discretionary authority to vote the shares represented thereby
on any other matter that may properly be presented for action at the Meeting,
although the Board of Directors currently knows of no other proposals or
business to be presented.
Votes cast by proxy or in person at the Meeting, which will be
tabulated by an Inspector of Elections appointed for the Meeting, will determine
whether or not a quorum is present. The Inspector of Elections will treat
abstentions as shares that are present for purposes of determining the presence
of a quorum but as unvoted for purposes of determining the approval of any
matter submitted to the shareholders for a vote. If a broker indicates on the
proxy that it does not have discretionary authority as to certain shares to vote
on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
The Proxy Committee is composed of Judith H. Kaplan, Honorary Chair
Emeritus and Delton G. de Armas, Secretary and Chief Financial Officer of the
Company, who will vote all shares of common stock represented by proxies. As
stated above, the Inspector of Elections will tabulate the voted shares.
1
<PAGE>
The principal offices of the Company are located at 390 North Orange
Avenue, Suite 2185, Orlando, Florida 32801 and its telephone number is (407)
481-8007.
Securities Outstanding and Voting Rights
Only holders of shares of the Company's common stock, par value $.001
per share ("Common Stock"), of record at the close of business on April 16,
1999, will be entitled to vote at the Meeting. On that date, 1,624,926 shares of
the Company's Common Stock were issued and outstanding.
Each share of Common Stock is entitled to one vote on all matters
submitted to a vote of shareholders, including the election of directors.
Approval of each of the matters to be acted upon at the Meeting will require a
majority of the votes cast at the meeting to be cast in favor of the matter,
except that directors will be elected by a plurality of the votes cast.
Revocability of Proxies
Any proxy may be revoked at any time before it is voted by written
notice mailed or delivered to the Secretary of the Company, by receipt of a
proxy properly signed and dated subsequent to an earlier proxy, and by
revocation of a written proxy request in person at the Meeting, but if not so
revoked, the shares represented by such proxy will be voted.
MANAGEMENT
The following table sets forth the names, ages, and positions with the
Company of all of the executive officers and directors of the Company. Also set
forth below is information as to the principal occupation and background for
each person in the table.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Ronald S. Kaplan 33 Chair of the Board of Directors, President,
Chief Executive Officer
Richard Gordon, Jr. 69 Director, Chair of Nominating Committee
Ronald Tuchman 63 Director, Chair of Audit Committee (2)
Judith H. Kaplan 60 Director, Company Founder, Honorary Chair
Pablo C. Savetman 33 Vice President - Sales and Marketing
Delton G. de Armas 28 Chief Financial Officer, Secretary
Robert G. Zumbahlen 42 Treasurer, Purchasing and Inventory Control
Manager
</TABLE>
2
<PAGE>
Ronald S. Kaplan, Director since 1991, was appointed Chair of the Board
on January 1, 1996. He was President (`93-present), Chief Executive Officer
(`96-present), Chief Operating Officer (`93-present), and Executive Vice
President (`91-'93) of the Company.
Richard Gordon, Jr., Director since April 1996, is a former Apollo and
Gemini Astronaut and has served both as director and officer with other public
and non-public companies, including Executive Vice President of the National
Football League's New Orleans Saints, Board Director of Scott Science and
Technology, Inc., President/CEO of Astro Sciences Corporation, and President of
Space Age America, Inc. Mr. Gordon chairs the Nominating Committee.
Ronald Tuchman, Director since August 1998, is a respected member of
the toy industry with 30+ years of experience in all aspects of the toy
business. Prior to joining the Company's Board, Mr. Tuchman most recently served
as Chairman of the Board, Chief Executive Officer and a Director of Imaginarium,
an "upscale" educational specialty toy store chain. In addition to other
professional accomplishments, Tuchman was employed by Toys R Us for nearly 25
years, where he held several positions, including Senior VP, and is widely known
within the Toy Industry as one of Toys-R-Us' founding fathers. Mr. Tuchman
attended Roosevelt University in Chicago where he majored in advertising and
marketing.
Judith H. Kaplan, Company Founder and Director since 1980, served as
Chair of the Board of Directors of the Company since its incorporation in 1980
until December 31, 1995. Ms. Kaplan was President (`80-'87), Secretary
(`80-`97), Chief Executive Officer (`80-'95), Chief Financial Officer (`80-`98)
and Treasurer (`80-'91) of the Company.
Pablo Savetman, Vice President of Sales and Marketing, earned an
Associate degree in Business Management from St. Johns University in New York.
His experience previous to the Company focused on the sales and distribution of
consumer products primarily in international markets and included his position
as International Sales Manager for Cowboy Brothers Trading Corp. from 1993 to
1994, and several years preceding as a sales manager for Juno Export Trading.
Mr. Savetman joined the Company in April of 1994, and is currently the Company's
Vice President of Sales.
Delton G. de Armas, Chief Financial Officer and Secretary, is a
graduate of the University of Central Florida in Orlando, Florida with Bachelor
of Science degrees in Accounting and Finance. Mr. de Armas joined the Company in
September of 1995. He was previously with the Certified Public Accounting firm
of Lovelace, Roby & Company, P.A.
Robert G. Zumbahlen has been Treasurer since 1991. He is a graduate of
Bentley College in Waltham, Massachusetts (1979) with a Bachelor of Science in
Accounting. Mr. Zumbahlen joined the Company in 1984 and is currently the
Company's Purchasing and Inventory Control Manager.
Board Meetings and Compensation
The Board of Directors held five meetings during the last fiscal year.
No Director participated in fewer than 75% of the aggregate of the total number
of meetings of the Board of Directors (excluding Mr. Tuchman who first joined
the Board in August 1998 and subsequently attended all Board meetings.)
3
<PAGE>
The Company has standing audit and nominating committees. The Audit
Committee is comprised of Ronald Tuchman, Chair; Richard Gordon, Jr. and Delton
G. de Armas. The Audit Committee reviews and approves the selection of and the
services performed by the Company's independent accountants, meets with and
receives reports from the Company's financing and accounting staff and
independent accountants, and reviews the scope of audit procedures, accounting
practices and internal controls. The Nominating Committee is comprised of
Richard Gordon, Jr., Chair, and Ronald S. Kaplan.
Directors who are full-time employees of the Company receive no
additional compensation for services rendered as members of the Company's Board
or any committee thereof. Directors who are not full-time employees of the
Company may receive $2,500 per year, $500 for each Board meeting attended in
person, and $250 for each Board meeting attended telephonically. In addition,
the Company grants Incentive Stock Options with an exercise price greater than
the market value of the underlying stock to the directors for services rendered
while serving on the Board.
Family Relationships
Ronald S. Kaplan is the son of Judith H. Kaplan.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent (10%) of the Company's outstanding Common Stock to file with the
Securities and Exchange Commission (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock. Such persons are required by
the SEC Regulations to furnish the Company with copies of all such reports they
file. To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to
officers, directors and greater than ten percent (10%) beneficial owners have
been complied with.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the aggregate compensation paid to
Ronald S. Kaplan (the "Named Executive Officer") by the Company. None of the
other executive officers of the Company were paid a total annual salary and
bonuses of $100,000 or more. Except as set forth in the table below, no bonuses
or other compensation was paid during the 1998, 1997, or 1996 fiscal years.
4
<PAGE>
Summary Compensation Table
Long Term Compensation
Other
Name and Annual Restricted
Principal Salary Bonus Compensation
Position Year ($) ($) ($)1
-----------------------------------------------------------------------
Ronald Kaplan 1998 $100,000 $35,000 $6,000
CEO 1997 $75,000 $6,000
1996 $73,370 $6,000
--------------------------
1 Includes value of use of automobile, vacation pay, sick pay.
Ron Kaplan was promoted to Chief Executive Officer and Chairman of the
Board of Directors as of January 1, 1996 and continues to serve as President of
the Company. Mr. Kaplan's annual salary is $100,000 plus the use of an
automobile.
Option Grants to Executive Officers During 1998
No options were granted during 1998 to the Named Executive Officer
listed in the Summary Compensation Table.
Aggregated Fiscal Year Ended Option Value Table
The following table sets forth the aggregate of options exercised in
the year ended December 31, 1998 and the value of options held at December 31,
1998. The Named Executive did not exercise any options during fiscal 1998.
<TABLE>
<CAPTION>
Option Exercises/Option Values
Number of Securites Value of Unexercised
Shares Underlying Unexercised In-the-money Options
Acquired on Value Options at Fiscal Year End At Fiscal Year End
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Ronald Kaplan - - 343,000/0 $1,067,111/0(1)
</TABLE>
(1) The dollar value was calculated by determining the difference between
the fair market value at fiscal year-end of the Common Stock underlying
the options and the exercise prices of the options. The last sale price
of a share of the Company's Common Stock on December 31, 1998 as reported
by Nasdaq was $4.50.
Employee Stock Ownership Plan
On April 23, 1984, the Company adopted an Employee Stock Ownership Plan
("ESOP"). The ESOP qualifies for special tax benefits under the Internal Revenue
Code. Under the ESOP, the Company, at the discretion of its Board of Directors,
may make an annual contribution to a trust that purchases the Company's stock
from the Company for the benefit of the Company's employees who have completed
at least 1,000 hours of work during the fiscal year. Employer contributions
under the ESOP are allocated to each employee's account on a pro-rata basis
according to the total compensation paid to, and the number of years of service
by, all eligible employees. An employee becomes 100% vested in the ESOP
following five years of plan eligibility. As of December 31, 1998, there were
24,077 shares of Common Stock held by the Company's ESOP trust.
5
<PAGE>
401(k) Plan
Effective October 3, 1986, the Company adopted a Voluntary 401(k) Plan.
All employees are eligible for the plan. Employees who have worked for the
Company 18 months are currently eligible for a 34% match of their subsequent
contributions. Benefits are determined annually. The lowest 66% of paid
employees may contribute the lesser of 15% of their salary or the applicable
maximum allowed by the Internal Revenue Code. The top 1/3 of employees cannot
contribute a percentage greater than 15% of their compensation or 150% of the
average contribution of the lowest 66% of paid employees to the applicable
maximum allowed by the Internal Revenue Code. Employer contributions vest within
three months and all contributions are held in individual employee accounts with
an outside financial institution.
Stock Option Plan
To increase the officers', key employees' and consultants' interest in
the Company and to align more closely their interests with the interests of the
Company's shareholders, the Board of Directors, adopted a stock option plan
called the "1996 Stock Option Plan" (the "Plan") on May 28, 1996. The Plan was
subsequently ratified by a majority vote of the Company's shareholders. The
Board of Directors determined that the Plan will work and believes that the Plan
is in the Company's best interests.
Under the Plan, the Company has reserved an aggregate of 900,000 shares
of Common Stock for issuance pursuant to options granted under the Plan ("Plan
Options"). Plan Options are either options qualifying as incentive stock options
("Incentive Options") or options that do not qualify ("Non-Qualified Options").
Any Incentive Option granted under the Plan must provide for an exercise price
of not less than 100% of the fair market value of the underlying shares on the
date of such grant. The exercise price of Non-Qualified Options shall be
determined by the Board of Directors or the Committee but shall in no event be
less than 75% of the fair market value of the underlying shares on the date of
the grant. As of December 31, 1998, there were 634,000 Incentive Options
existing under the plan. No Non-Qualified Options have been issued.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of December 31, 1997, the Company owed $600,000 to Ronald S. Kaplan
and Elissa Kaplan in the amounts of $480,000 and $120,000, respectively, on
five-year convertible promissory notes. These notes bore interest at 9% per
annum, payable monthly, and were convertible into an aggregate of approximately
1,036,300 shares of the Company's Common Stock. During 1998, Ronald S. Kaplan
and Elissa Kaplan redeemed the conversion features of their notes in exchange
for warrants exercisable for shares of the Company's Common Stock under
substantially the same terms. The exchange, therefore, did not have a dilutive
effect. Once alternative financing was arranged with a financial institution,
the previous notes payable were repaid with proceeds from the mortgage payable.
Accordingly, there are no notes payable to related parties as of December 31,
1998.
6
<PAGE>
In connection with stock options exercised during the year, there were
stock subscriptions receivable from related parties of $43,700 as of December
31, 1998, of which $25,000 was collected early in the first quarter of 1999.
PRINCIPAL SECURITY HOLDERS
AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of April 16, 1999, with
respect to the beneficial ownership of Common Stock by all shareholders known by
the Company to be the beneficial owners of more than 5% of its outstanding
Common Stock, all directors, and all directors and officers of the Company as a
group. Except as noted below, each person has sole voting and investment power
with respect to the shares shown. On the above date the Company had 1,624,926
shares of Common Stock outstanding.
<TABLE>
<CAPTION>
Table of Beneficial Ownership
-----------------------------
Amount and
Nature of
Name and Title Beneficial Percent
Address of Class Ownership of Class
------- -------- --------- --------
<S> <C> <C> <C>
Ronald S. Kaplan Common 1,193,127 1 42.7%
Judith Kaplan Common 1,022,164 2 52.7%
Warren Kaplan Common 1,022,164 3 52.7%
Ronald Tuchman Common 60,000 4 3.6%
Richard Gordon, Jr. Common 20,000 5 1.2%
All Directors and Officers
(8 persons, Directors and
5% owners shown above) Common 2,423,471 6 73.2%
</TABLE>
- --------------
1 Includes immediately exercisable options to purchase 243,000 shares at
$1.38 per share and 100,000 shares at $3.50 per share. Also includes
immediately exercisable warrants to purchase approximately 829,000
shares of Common Stock at $0.579.
2 Includes 24,077 shares held as Trustee of the Company's Employee Stock
Ownership Plan Trust and immediately exercisable options to purchase
58,000 shares at $1.38 per share and 100,000 shares at $3.50 per share.
Also includes 338,875 shares held by her husband, and of which Ms.
Kaplan disclaims beneficial ownership.
3 Includes immediately exercisable options to purchase 58,000 share at
$1.38 per share and 100,000 shares at $3.50 per share. Also includes
24,077 shares held as Trustee of the Company's Employee Stock Ownership
Plan Trust and 343,212 shares owned by his wife, and of which Mr. Kaplan
disclaims beneficial ownership.
4 Includes immediately exercisable options to purchase 60,000 shares at
$3.50 per share.
5 Includes immediately exercisable options to purchase 20,000 shares at
$3.50 per share.
6 The 1,022,164 shares of Common Stock owned by Judith Kaplan and Warren
Kaplan referred to in footnotes 2 and 3 are counted only once in
calculating the total in order to avoid a misleading total.
7
<PAGE>
PROPOSALS TO THE SHAREHOLDERS
PROPOSAL 1. ELECTION OF DIRECTORS
CURRENT NOMINEES. The two-year terms of the Class I directors will
expire at the upcoming annual meeting. The Board of Directors has nominated
Judith H. Kaplan and Richard Gordon, Jr., for reelection as Class I Directors.
Ms. Kaplan and Mr. Gordon are currently serving as Class I directors. If they
are reelected, they will continue to serve as Class I directors with terms to
expire at the annual meeting of shareholders to be held in 2001.
In addition the Board of Directors has nominated Ronald Tuchman for
election to fill the remaining year of a two-year Class II director term. Mr.
Tuchman is currently serving as a Class II director, having been elected by
unanimous written consent of the directors in July 1998 to serve until the
upcoming annual meeting. If elected, Mr. Tuchman will continue to serve as a
Class II director with a term to expire at the annual meeting of shareholders to
be held in 2000.
Should any nominee become unable or unwilling to accept a nomination or
election, the Board of Directors will either select a substitute nominee or will
reduce the size of the Board. If you have properly executed and returned a proxy
and a substitute nominee is selected, the holders of the proxy will vote your
shares FOR the election of the substitute nominee. The Board of Directors has no
reason to believe that any nominee will be unable or unwilling to serve if
elected.
In accordance with the Company's Bylaws, directors are elected by a
plurality of the votes of the shares represented and entitled to vote at the
meeting. That means the three nominees will be elected if they receive more
affirmative votes that any other nominees.
CONTINUING DIRECTORS. The Company's Board of Directors is separated
into two classes, and the directors of each class are elected to serve for
two-year terms. The terms of the Class I directors expire at the annual meeting
of stockholders to be held in 1999, and the terms of the Class II directors
expire at the annual meeting of stockholders to be held in 2000. The following
is a list of the persons will constitute the Company's Board of Directors
following the meeting, assuming election of the nominees named above, and their
ages, director class designation and current committee assignments.
Name Age Class Committees
---- --- ----- ----------
Ronald S. Kaplan 33 II Nominating
Richard Gordon, Jr. 69 I Nominating (Chair)
Ronald Tuchman 63 II Audit (Chair)
Judith H. Kaplan 60 I
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THESE THREE
NOMINEES.
8
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, there are no other matters to
be brought before the Meeting. Should any other matters come before the Meeting,
action may be taken thereon pursuant to the proxies in the form enclosed, which
confer discretionary authority on the persons named therein or their substitutes
with respect to such matters.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder of the Company intended to be presented
for consideration at the 2000 Annual Meeting of Shareholders must be received by
the Company at its corporate offices no later than January 15, 2000.
INDEPENDENT PUBLIC ACCOUNTANTS
Moore Stephens Lovelace, P.A., formerly Lovelace, Roby & Company, P.A.,
acted as the principal accountants for the Company for the fiscal year most
recently completed. It is anticipated that Moore Stephens Lovelace, P.A. will be
selected by the Audit Committee as the Company's principal accountant for the
current year. The Company expects representatives of Moore Stephens Lovelace,
P.A. to be present at the Meeting. It is also expected that a Moore Stephens
Lovelace representative will serve as the Inspector of Elections.
EXPENSES OF SOLICITATION
The cost of this solicitation of proxies will be borne by the Company,
including expenses in connection with preparing, assembling and mailing the
proxy solicitation materials and the charges and expense of brokerage houses and
other custodians, nominees and fiduciaries for forwarding solicitation materials
to beneficial owners. In addition to solicitation by mail, proxies may be
solicited personally or by telephone or telegraph by directors, officers or
employees of the Company, who will receive no additional compensation for such
services.
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT THEY
PLAN TO ATTEND THE MEETING. SHAREHOLDERS PRESENT AT THE MEETING MAY REVOKE THEIR
PROXIES AND VOTE IN PERSON. PROMPT RESPONSE IS HELPFUL, AND YOUR COOPERATION
WILL BE APPRECIATED.
Dated: May 7, 1999
9
<PAGE>
ACTION PRODUCTS INTERNATIONAL, INC.
-----------------------------------
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
MAY 7, 1999
-----------
The undersigned hereby constitutes and appoints Judith H. Kaplan and
Delton G. de Armas the undersigned's true and lawful attorneys and proxies (with
full power of substitution in each) (the "Proxy Agents"), to vote all of the
shares of Action Products International, Inc. owned by the undersigned on April
16, 1999, at the Annual Meeting of Shareholders of Action Products
International, Inc. to be held at the offices of the Company located at 390
North Orange Avenue, Suite 2185, Orlando, Florida 32801 on Friday, June 11,
1999, at 9:30 a.m., local time (including adjournments), with all powers that
the undersigned would possess if personally present.
THE BOARD RECOMMENDS A VOTE FOR EACH NOMINEE.
ELECTION OF DIRECTORS - To elect three directors as follows:
Judith H. Kaplan and Richard Gordon, Jr. as Class I Directors
for a two-year term and Ronald Tuchman as a Class II Director
for a one-year term.
[ ] FOR ALL Nominees
[ ] WITHHOLD ALL Nominees
[ ] FOR ALL EXCEPT:
________________________________________________
(To withhold authority to vote for an individual
nominee, write that nominee's name in the space
provided above.)
Should any other matter requiring a vote of the Shareholders arise, the
above-named Proxy agents, and each of them, are authorized to vote the shares
represented by this Proxy as their judgement indicates is in the best interest
of Action Products International, Inc.
This Proxy is solicited on behalf of the Management of Action Products
International, Inc. This Proxy, when properly executed, will be voted in the
manner directed herein by the undersigned Shareholder. If no direction is made,
this Proxy will be voted FOR the proposal described above.
IMPORTANT: Please date this Proxy and sign exactly as your name or
names appear hereon. If shares are held jointly, both owners must sign.
Executors, administrators, trustees, guardians and others signing in a
representative capacity should give their full titles.
________________________________
Signature of Shareholder Dated:____________, 1999
________________________________
Signature of Joint Shareholder Dated:____________, 1999
10
<PAGE>
PLEASE RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
To Our Shareholders:
Whether or not you are able to attend our 1999 Annual Meeting of
Shareholder, it is important that your shares be represented, no matter how many
shares you own. Accordingly, please complete and sign the Proxy provided above
and mail it in the enclosed postage paid envelope.
We look forward to receiving your voted Proxy at your earliest
convenience.
11
