<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
PARADISE, 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)(1) 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:
<PAGE> 2
PARADISE, INC.
1200 Dr. Martin Luther King, Jr. Boulevard
Plant City, Florida 33566
------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 1999
------------------------------------------
TO THE SHAREHOLDERS OF PARADISE, INC.
The Annual Meeting of Shareholders of Paradise, Inc. will be held at
the principal office of the Company, 1200 Dr. Martin Luther King, Jr.
Boulevard, Plant City, Florida 33566, on May 25, 1999, at 10:00 a.m., Eastern
Daylight Time, for the following purposes:
1. To elect five directors to hold office until the next annual
meeting of shareholders and until their successors have been duly
elected and qualified.
2. To ratify the reappointment of Bella, Hermida, Gillman, Hancock &
Mueller as the Company's independent certified public accountants
for 1999.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed April 27, 1999, at the close of
business, as the record date for the determination of the shareholders entitled
to notice of and to vote at the annual meeting or any adjournment thereof.
A Proxy Statement and form of Proxy are enclosed.
Shareholders are cordially invited to attend the meeting. Whether or
not you expect to be present, please date, sign and return the Proxy in the
enclosed envelope, which requires no postage if mailed in the United States. If
you are present at the meeting and desire to vote in person, you may revoke the
Proxy.
By order of the Board of Directors
/s/ Eugene L. Weiner
EUGENE L. WEINER, Secretary
Dated: April 28, 1999
Plant City, Florida
<PAGE> 3
PARADISE, INC.
Plant City, Florida
-----------------------
PROXY STATEMENT
-----------------------
The Proxy enclosed with this statement is solicited by the Board of
Directors of Paradise, Inc. (the "Company") for use at the Annual Meeting of
Shareholders, and any adjournments thereof, to be held on May 25, 1999, at
10:00 a.m., Eastern Daylight Time, at the principal offices of the Company at
1200 Dr. Martin Luther King, Jr. Boulevard, Plant City, Florida 33566 for the
purposes set forth in the foregoing Notice of Annual Meeting of Shareholders.
All expenses incident to the solicitation of the Proxies will be borne by the
Company.
Shareholders executing Proxies may revoke them at any time prior to
use, by written notice to the Secretary of the Company, by subsequently
executing another Proxy or by specific personal action at the meeting. A Proxy
when executed and not revoked will be voted and, if it contains any
specifications, it will be voted in accordance therewith. If no choice is
specified, shares covered by the Proxy will be voted in favor of the proposal
to be acted upon and in the discretion of the Proxy holder upon such other
matters as may properly come before such meeting or any adjournment thereof.
A copy of the Annual Report for 1998 is enclosed.
SHAREHOLDERS ENTITLED TO VOTE AND PRINCIPAL SHAREHOLDERS
As of the close of business on April 27, 1998, the record date for
determining the shareholders entitled to vote at the annual meeting, there were
issued and outstanding and entitled to vote a total of 519,170 shares of the
Company's Common Stock (the only class of securities outstanding), each of
which is entitled to one vote.
The only persons who owned of record or were known by the Company to
own beneficially on April 27, 1998, more than 5% of the outstanding shares of
Common Stock of the Company were the following:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF PERCENT
OF BENEFICIAL OWNER SHARES OWNED OF CLASS
- ------------------- ------------ --------
<S> <C> <C>
Melvin S. Gordon 189,952(1) 36.6%
2611 Bayshore Blvd.
Tampa, Florida 33629
All Directors and Officers
of the Company as a Group
(5 in number) 223,989 43.1%
</TABLE>
- -----------------
(1) Includes 129,060 owned by the Estate of Frank A. Weaner, control of which
Mr. Gordon shares with his wife as Trustees.
See "Election of Directors" for security holdings of Directors of the
Company.
<PAGE> 4
VOTING PROCEDURES
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspector of elections appointed for the meeting who will also
determine whether a quorum is present for the transaction of business. The
Company's By-laws provide that a quorum is present if the holders of a majority
of the issued and outstanding shares of Common Stock of the Company entitled to
vote at the meeting are present in person or represented by proxy. Under
Florida corporate law, if a quorum exists, directors are elected by a plurality
of the votes cast by the shares entitled to vote in the election.
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides that its Board of
Directors shall consist of not less than three nor more than 13 directors. The
By-laws provide that if the exact number of directors has not been determined
by the shareholders, the number of directors may be fixed within the above
limits by the Board of Directors. Management recommends that the exact number
of directors not be determined by the shareholders, thus permitting the Board,
if it deems advisable to do so, to increase the number of directors during the
year and to fill the resulting vacancies. The Board of Directors presently does
not plan to increase the number of directors and elect any directors in
addition to the five nominees below.
Directors are elected to serve until the next annual meeting of the
shareholders and until their successors are elected and qualify. Unless a Proxy
instructs to the contrary, shares represented by the Proxy will be voted for
the election as directors of the five nominees named below. Proxies held by
management cannot be voted for more than five nominees. Management has no
reason to believe that any nominee will be unavailable to serve, but if he is,
shares represented by the Proxies will be voted for each substitute as
management may recommend. The principal occupation and beneficial ownership of
stock of the Company of the nominees, as reported by the nominees, are
indicated in the table below. Unless otherwise stated in a footnote to the
table, each nominee has sole voting and investment power or shared voting and
investment power with his spouse in respect to all the shares beneficially
owned.
<TABLE>
<CAPTION>
COMMON SHARES
SERVED BENEFICIALLY
AS OWNED AS OF
DIRECTOR APRIL 27, 1998
NAME PRINCIPAL OCCUPATION AGE SINCE NO. SHS. % SHS.
---- -------------------- --- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Melvin S. Gordon(1)(2) President, Chief 65 1965 189,950 36.6
Executive Officer
Eugene L. Weiner(2)(3) Executive Vice President, 67 1967 19,300 3.7
Secretary and Treasurer
Randy S. Gordon(4) Vice President 43 1989 6,104 1.2
Tracy W. Schulis(4) Vice President 42 1989 4,571 .9
Mark H. Gordon(4) Vice President 36 1990 4,062 .8
</TABLE>
- -----------------
(1) Mr. Gordon has been employed by the Company since 1963.
(2) Messrs. Weiner and Gordon are members of the Company's Executive
Committee.
(3) Mr. Weiner has been employed by the Company since November 1965.
(4) Messrs. Randy S. Gordon, Tracy W. Schulis and Mark H. Gordon have been
employed by the Company for over ten years.
2
<PAGE> 5
Mr. Melvin S. Gordon is the father of Randy Gordon and Mark Gordon and
father-in-law of Tracy Schulis.
The directors serve without fees.
During 1998, the Board of Directors held 6 meetings. All directors
attended at least 75% of the meetings held.
REMUNERATION OF EXECUTIVE OFFICERS
The aggregate remuneration paid by the Company and its subsidiary for
the year ended December 31, 1998, to its chief executive officer and each of
the five highest paid executive officers of the Company whose aggregate cash
and cash equivalent form of remuneration exceeded $100,000 are as follows:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND -------------------------------------- BENEFITS UPON
PRINCIPAL POSITION YEAR SALARY(1)(2) BONUS RETIREMENT(3)(4)
------------------ ---- ------------ ----- ----------------
<S> <C> <C> <C> <C>
Melvin S. Gordon 1998 $340,835(5) $79,000 $66,966
President and 1997 348,906 75,000 66,960
Chief Exec. Officer 1996 299,156 37,078 66,960
Eugene L. Weiner, 1998 $307,200(5) $70,000 (6)
Executive Vice President 1997 317,202 67,000 (6)
1996 270,420 33,164 (6)
Randy S. Gordon 1998 $156,354 $39,000 $55,714
Vice President 1997 135,460 34,000 50,544
1996 120,752 16,000 51,480
Tracy W. Schulis 1998 $156,354 $39,000 $61,198
Vice President 1997 135,480 34,000 48,528
1996 114,685 16,000 51,108
Mark H. Gordon 1998 $153,742 $39,000 $50,571
Vice President 1997 117,529 34,000 42,984
1996 100,123 16,000 48,468
</TABLE>
(1) Includes personal use of Company automobiles.
(2) A deferred compensation plan for Messrs. Gordon and Weiner was approved by
the Board of Directors during 1995 to be funded beginning in 1996.
(3) These amounts are computed actuarially according to the Retirement Plan of
the Company assuming certain facts as follows: (a) that the participant
remains in the service of the Company until his normal retirement date at
age 65; (b) that the participant's earnings increase 4.62% annually during
the remainder of his service until retirement age subject to the maximum
annual compensation limits established by law; and (c) that the plan be
continued without substantial modification.
(4) As of the latest available actuarial valuation date.
(5) Includes deferred compensation of $25,000 paid during 1998 into deferred
compensation trusts, which remain as assets of the Company until the
retirement of each individual.
(6) Received a "lump sum" distribution in 1996.
3
<PAGE> 6
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Certified Public Accounting firm of Bella, Hermida, Gillman,
Hancock & Mueller, the Company's principal accountant for 1998, has been
selected as the Company's principal accountant for 1999. A representative of
that accounting firm will be present at the meeting with the opportunity to
make a statement and respond to appropriate questions.
VOTE REQUIRED
A majority of the outstanding shares of stock will be necessary to
constitute a quorum for the transaction of business at the meeting, and the
election of directors and ratification of the appointment of Bella, Hermida,
Gillman & Company as the Company's independent accountants will require a vote
of a majority of the shares represented at the meeting.
OTHER MATTERS
The management has no information that any other matters will be
brought before the meeting. If, however, other matters do come before the
meeting, it is the intention of the persons named in the Proxy to vote the
shares represented by the Proxy in accordance with their best judgment,
discretionary authority to do so being included in the Proxy.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
In order to be included in the proxy materials for the 2000 Annual
Meeting of Shareholders of the Company, shareholder proposals must be received
by the Company not later than January 2, 2000.
PARADISE, INC.
/s/ Eugene L. Weiner
Eugene L. Weiner, Secretary
April 28, 1999
4
<PAGE> 7
PARADISE, INC.
1200 DR. MARTIN LUTHER KING, JR. BOULEVARD
PLANT CITY, FL 33566
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Melvin S. Gordon and Eugene L. Weiner, as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and vote, as designated below, all the shares of common stock
of Paradise, Inc. held of record by the undersigned as of April 27, 1999 at the
Annual Meeting of Shareholders to be held on May 25, 1999 or any adjournment
thereof.
1. To elect five Directors to hold office until the next Annual Meeting of
Shareholders.
<TABLE>
<S> <C>
FOR all nominees listed below WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below) [ ] all nominees listed below [ ]
</TABLE>
Mark H. Gordon; Melvin S. Gordon; Randy S. Gordon; Tracy W. Schulis; Eugene L.
Weiner
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED.
- --------------------------------------------------------------------------------
2. Ratification of Reappointment of Bella, Hermida, Gillman & Company as the
Company's independent accountants for 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the holders of this Proxy are authorized to vote upon
such other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted for Proposals 1 and 2.
(Continued, and to be signed on the reverse side)
(Continued from other side)
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator
or trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: , 1999
- --------------------------------------------------------------------------------
------------------------------
Signature
------------------------------
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
