<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 (AMENDMENT NO. )
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 30, 2000
-------------------------------------------
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 30, 2000, 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 2000.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed May 1, 2000, 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: May 3, 2000
Plant City, Florida
<PAGE> 3
PARADISE, INC.
-----------------------
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 30, 2000, 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 1999 is enclosed.
SHAREHOLDERS ENTITLED TO VOTE AND PRINCIPAL SHAREHOLDERS
As of the close of business on May 1, 2000, the record date for
determining the shareholders entitled to vote at the annual meeting, there were
issued and outstanding and entitled to vote 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 May 1, 2000, 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) 36.5%
2611 Bayshore Blvd.
Tampa, Florida 33629
Michael J. Seaman 31,500 6.1
7861 Coco Bay Drive
Naples, FL 34108 (2)
All Directors and Officers
of the Company as a Group
(5 in number) 223,969 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.
(2) Based on information furnished on Schedule 13G
1
<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 MAY 1, 2000
NAME PRINCIPAL OCCUPATION AGE SINCE NO. SHS. % SHS.
---- -------------------- --- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Melvin S. Gordon(1)(2) President, Chief 66 1965 189,952 36.5
Executive Officer
Eugene L. Weiner(2)(3) Executive Vice President, 68 1967 19,300 3.7
Secretary and Treasurer
Randy S. Gordon (4) Vice President 44 1989 6,104 1.2
Tracy W. Schulis(4) Vice President 43 1989 4,571 .9
Mark H. Gordon (4) Vice President 37 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.
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.
2
<PAGE> 5
During 1999, 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, 1999, 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 1999 $331,611 $79,000 (5)
President and 1998 340,835 79,000
Chief Exec. Officer 1997 348,906 75,000
Eugene L. Weiner, 1999 $296,401 $70,000 (6)
Executive Vice President 1998 307,200 70,000
1997 317,202 67,000
Randy S. Gordon 1999 $163,909 $44,331 $65,025
Vice President 1998 156,354 39,000
1997 135,460 34,000
Tracy W. Schulis 1999 $163,930 $44,331 $65,025
Vice President 1998 156,354 39,000
1997 135,480 34,000
Mark H. Gordon 1999 $163,325 $44,331 $65,025
Vice President 1998 153,742 39,000
1997 117,529 34,000
</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. Funding
continued until 1998, but was discontinued in 1999.
(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) Received a "lump sum" distribution in 1999.
(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 1999, has been
selected as the Company's principal accountant for 2000. 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 2001 ANNUAL MEETING
In order to be included in the proxy materials for the 2001 Annual
Meeting of Shareholders of the Company, shareholder proposals must be received
by the Company not later than January 2, 2001.
PARADISE, INC.
/s/ Eugene L. Weiner
---------------------------
Eugene L. Weiner, Secretary
May 3, 2000
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 May 1, 2000 at the
Annual Meeting of Shareholders to be held on May 30, 2000 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 2000.
[ ] 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.
------------------------------
Signature
------------------------------
Signature, if held jointly
Dated: , 2000
------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
