<PAGE> 1
SCHEDULE 14A INFORMATION
(Rule 14a-101)
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 sec.240.14a-11(c) or sec.240.14a-12
NITCHES, 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:
<PAGE> 2
NITCHES, INC.
10280 Camino Santa Fe
San Diego, California 92121
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 22, 1998
Notice is hereby given that the annual meeting of the Shareholders of
Nitches, Inc. (the "Company") will be held at the Company's offices at 10280
Camino Santa Fe, San Diego, California 92121, at 8:30 a.m. on December 22, 1998
for the following purposes:
1. To elect a board of five Directors.
2. To ratify the appointment of Moss Adams LLP as the Company's
independent certified public accountants for the fiscal year ended August 31,
1999.
3. To transact such other business as may properly be brought before
the meeting or any adjournments thereof.
November 27, 1998 is the record date for the determination of
shareholders entitled to notice of, and to vote at, the meeting and any
adjournment thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE URGED TO FILL IN
THE ENCLOSED PROXY AND TO SIGN AND FORWARD IT IN THE ENCLOSED BUSINESS REPLY
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN ORDER THAT THE
PRESENCE OF A QUORUM MAY BE ASSURED. ANY SHAREHOLDER WHO SIGNS AND SENDS IN A
PROXY MAY REVOKE IT BY EXECUTING A NEW PROXY WITH A LATER DATE, BY WRITTEN
NOTICE OF REVOCATION TO THE SECRETARY OF THE COMPANY AT ANY TIME BEFORE IT IS
VOTED, OR BY ATTENDANCE AT THE MEETING AND VOTING IN PERSON.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES OF STOCK
THAT YOU HOLD. YOUR COOPERATION IN PROMPTLY RETURNING YOUR PROXY WILL HELP LIMIT
EXPENSES INCIDENT TO PROXY SOLICITATION.
By Order of the Board of Directors
/s/ STEVEN P. WYANDT
------------------------------------------
November 28, 1998 Steven P. Wyandt, President
<PAGE> 3
NITCHES, INC.
10280 Camino Santa Fe
San Diego, California 92121
--------------------
PROXY STATEMENT
--------------------
This proxy statement is solicited by and is forwarded in connection
with solicitation of proxies by the Board of Directors of Nitches, Inc. for the
annual meeting of shareholders to be held on Tuesday, December 22, 1998. Only
shareholders of record at the close of business on November 27, 1998 are
entitled to notice of, and to vote at, the meeting. Proxies and proxy statements
were first given to shareholders on approximately November 28, 1998. The number
of outstanding Common Shares entitled to be voted at the meeting is 1,122,748.
The expense of soliciting proxies and the cost of preparing,
assembling and mailing material in connection with the solicitation of proxies
will be paid by the Company. Approximately three employees of the Company may
solicit proxies by telegraph, telephone and personal interviews.
The Company's Annual Report on Form 10-K for the year ended August
31, 1998 is being sent, simultaneously herewith, to each shareholder of record.
The Annual Report on Form 10-K is not incorporated in this Proxy Statement and
is not to be considered a part of the proxy soliciting material.
The Company's management knows of no matter to be brought before the
meeting other than those matters mentioned herein. If, however, any other
matters properly come before the meeting, it is intended that the proxies will
be voted in accordance with the judgment of the person or persons voting such
proxies.
PROPOSALS OF SHAREHOLDERS
For proposals of shareholders to be included at the 1999 annual
meeting of shareholders, anticipated to be held in December 1999, such proposals
must be received by the Company not later than August 19, 1999. The acceptance
of such proposals is subject to Securities and Exchange Commission guidelines.
VOTING
Each shareholder of record is entitled to one vote for each share
held on all matters to come before the meeting, except that shareholders may
have cumulative voting rights with respect to the election of Directors. All
proxies which are returned will be counted by the Inspector of Elections in
determining the presence of a quorum and on each issue to be voted on. An
abstention from voting or a broker non-vote is not counted in the voting process
under California law. The proxy process does not permit shareholders to cumulate
votes. No shareholder can cumulate votes unless the candidate or candidates'
names for which such votes are to be cast have been placed in nomination prior
to voting and a shareholder has given notice of the shareholder's intention to
cumulate the shareholder's votes at the meeting and prior to the voting. If any
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination. Management does not, at this time, intend to give
notice of cumulative voting or to cumulate the votes it may hold pursuant to the
proxies solicited herein unless the required notice by a shareholder is given in
proper format at the meeting, in which instance management intends to
cumulatively vote all of the proxies held by it in favor of the nominees for
office as set forth herein.
1
<PAGE> 4
In the event cumulative voting shall be utilized, each shareholder may give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of shares voted, to which the shareholder's shares are
entitled, or distribute the shareholder's votes on the same principle among as
many candidates as the shareholder wishes. The candidates receiving the highest
number of votes of the shares entitled to be voted for them, up to the number of
directors to be elected by such shares, are elected. Only shareholders of record
at the close of business on November 27, 1998 are entitled to notice of, and to
vote at, the meeting. Shareholders may revoke any proxy before it is voted by
attendance at the meeting and voting in person, by executing a new proxy with a
later date, or by giving written notice of revocation to the Secretary of the
Company.
The shares represented by proxies which are returned properly signed
will be voted in accordance with the shareholders' directions. If the proxy card
is signed and returned without direction as to how they are to be voted, the
shares will be voted as recommended by the Board of Directors.
ELECTION OF THE DIRECTORS OF THE COMPANY AND
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE
OFFICERS OF THE COMPANY
The Directors of the Company are elected annually and hold office
until the next annual meeting of shareholders and until their successors shall
have been elected and shall have qualified. In the event any nominee is unable
to or declines to serve as Director at the time of the annual meeting, the proxy
will be voted for a substitute selected by the Board of Directors. Management
has no reason to believe, at this time, that the persons named will be unable,
or will decline, to serve if elected.
During fiscal year 1998 the Board held 4 meetings. The Company has
standing Audit, Compensation and Investment Committees. The Company does not
have a Nominating Committee. The Audit Committee, which oversees the financial
affairs of the Company and meets with the independent auditors, consists of Mr.
Henderson and Mr. Price. The Audit Committee met one time during fiscal 1998.
The Compensation Committee, which sets executive compensation and bonuses and
authorizes the issuance of stock options, consists of Mr. Henderson and Mr.
Hoese. The Compensation Committee met one time during fiscal 1998. The
Investment Committee, which evaluates investment alternatives for the Company,
consists of Mr. Waney, Mr. Henderson and Mr. Wyandt and met twice during fiscal
1998. During fiscal 1998, all directors attended at least 75% of the meetings of
the Board and the Board Committee of which they were members.
All directors who are not also employees of the Company receive
$12,000 annually, plus $1,000 for attendance at each Board of Directors and
Committee meeting and reimbursement of reasonable expenses. The $1,000 fee is
not paid for attendance at a Committee meeting that is held on the same day the
Board of Directors meets.
Directors and executive officers are elected annually. The following
table sets forth certain information with respect to the Directors, all of whom
are also nominees, and executive officers of the Company.
The Board recommends that the shareholders vote "FOR" all five
nominees listed below.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Arjun C. Waney 58 Chairman of the Board of Directors
Steven P. Wyandt 54 Director, President, Chief Financial
Officer and Secretary
Luther A. Henderson 78 Director
William L. Hoese 61 Director
Eugene B. Price II 56 Director
</TABLE>
2
<PAGE> 5
Mr. Waney has been a director of the Company since 1973. From
1973 until October 1987, when he was elected Chairman of the Company's Board of
Directors, Mr. Waney was the President of the Company. From October, 1991 to
November, 1993, Mr. Waney was also a director of Body Drama, Inc., which, at the
time, was a publicly held majority-owned subsidiary of the Company.
Mr. Wyandt was elected as a director in 1989. He has been President
of the Company since 1987. Mr. Wyandt was a director and Chairman of Body Drama,
Inc., until August 31, 1998, which, at the time, was a wholly-owned subsidiary
of the Company.
Mr. Henderson has been a director of the Company since 1981.
Since prior to 1980, he has been President of Pirvest, Inc., which is engaged in
private investing. He is also a director of Ridgewood Hotel Co., which owns and
operates hotel properties.
Mr. Hoese has been a director since 1995. Since November 1994,
he has been Senior Vice President and General Counsel of American Tool
Companies, Inc., a privately-held manufacturer of hand tools and power tool
accessories. For 28 years prior to 1994, Mr. Hoese was a partner with Luce,
Forward, Hamilton & Scripps LLP, counsel to the Company.
Mr. Price has been a director of the Company since 1973. From
1973 until he retired in May 1987, Mr. Price was a Vice President of the Company
with primary responsibilities in sales and administration. He is currently
President of Trinidad Tees, an importer of cotton clothing.
COMPENSATION AND BENEFITS
The compensation and benefits program of the Company is designed
to attract, retain and motivate employees to operate and manage the Company for
the best interests of its constituents.
Executive compensation is designed to provide incentives for
those senior members of management who bear responsibility for the Company's
goals and achievements. The compensation philosophy is based on a base salary,
with opportunity for significant bonuses to reward outstanding performance, and
a stock option program.
EXECUTIVE OFFICER COMPENSATION
The following tables and notes show the compensation provided to
the Chief Executive Officer and the other most highly compensated executive
officers, who served as such at the end of fiscal 1998 and whose annual
compensation exceeds $100,000.
3
<PAGE> 6
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ALL OTHER
ANNUAL COMPENSATION LONG TERM COMPENSATION COMP.
------------------------------ --------------------------------------- ---------
AWARDS PAYOUTS
-------------------------- ---------
SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK OPTIONS/ LTIP
NAME/TITLE SALARY BONUS COMP. AWARDS SARS PAYOUTS
YEAR $(1) $ $ $ #(2) $
- ------------------------ ------ ------ ------- --------- ------- -------
Arjun C. Waney
<S> <C> <C> <C> <C> <C> <C> <C>
Chairman 91,666 -- -- -- -- -- --
1998 97,000 -- -- -- -- -- --
1997 143,333 -- -- -- 17,000 -- --
1996
Steven P. Wyandt
Chief Executive Officer
and President
1998 112,718 -- -- -- -- -- --
1997 138,141 -- -- -- -- -- --
1996 193,500 -- -- -- 55,000 -- --
</TABLE>
- -----------
1 Includes the Company's allocation of profit sharing to the Retirement Savings
Plan during the year.
2 Consists of options granted under the Company's Executive Option Plan.
AGGREGATED OPTION SAR/EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES "IN THE MONEY"
UNDERLYING UNEXERCISED OPTIONS/SARS AT FISCAL
SHARES OPTIONS/SARS AT FISCAL YEAR-END(2)
ACQUIRED VALUE YEAR-END(1) $
ON EXERCISE REALIZED ------------------------- -------------------------
NAME # $
- ---- ----------- --------- EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
------------------------- -------------------------
<S> <C> <C> <C> <C>
Arjun C. Waney -- -- 34,000/0 $108,392(3)/0
Steven P. Wyandt -- -- 162,670/0 $518,917(4)/0
</TABLE>
- ----------------
1 All options granted at 100% of fair market value.
2 Calculated based upon the August 31, 1998 fair market value share
price of $3.19 less the share price to be paid upon exercise.
3 Mr. Waney exercised and tendered all of his options in a cashless
exercise pursuant to the terms of the Company's tender offer which
closed October 21, 1998.
4 Mr. Wyandt exercised and tendered all of his options in a cashless
exercise pursuant to the terms of the Company's tender offer which
closed October 21, 1998.
4
<PAGE> 7
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for setting base
compensation, awarding bonuses and setting the number and terms of options for
the executive officers. None of the current Committee members are employees of
the Company.
Compensation Committee Interlocks and Insider Participation. The
Committee currently consists of Luther A. Henderson and William L. Hoese. Mr.
Henderson was Chairman of the Company from 1981 until 1987, but did not receive
a salary for such service. Mr. Hoese has never been an officer or employee of
the Company. Arjun C. Waney served on the Committee until August 24, 1996. Mr.
Waney has been the Chairman of the Company since 1987. He also served as
President of the Company from 1973 to 1987.
Discussion. The Company's compensation structure is designed with the
fundamental philosophy of providing executives with an interest in both the
Company's short and long term profitability. The Company's executive officer
compensation program consists of a base salary component, a component providing
the potential for an annual bonus based on overall Company performance.
The Committee establishes base salaries for executive officers at a
modest level which it believes are sufficient to attract and retain such
executives. In May, 1995, the Company entered into employment agreements
("Employment Agreements") with its key executive officers which provide for a
formula bonus based exclusively upon achieving specified levels of pretax
income. The Employment Agreements are discussed in more detail below.
In fiscal 1998, the Company did not achieve pretax income in amounts
that would trigger bonus compensation to executive officers under the terms of
the Employment Agreements.
Compensation Committee. Luther A. Henderson, William L. Hoese.
Employment Agreements
The Company entered into Employment Agreements with Mr. Arjun C.
Waney and Mr. Steven P. Wyandt, effective as of May 9, 1995. The Employment
Agreements for each were substantially similar in form. Pursuant to the
Employment Agreements, Mr. Waney served as Chairman of the Company and Mr.
Wyandt served as President of the Company. The Employment Agreements provided
for a base annual salary of $250,000 and $180,000, respectively for each of
Messrs. Waney and Wyandt, or a higher amount as the Board of Directors may
determine. However, in light of the Company's recent restructuring and
downsizing, Mr. Waney took a voluntary base salary cut to $97,000 in Fiscal 1997
and Mr. Wyandt received base salary compensation of $138,141 in Fiscal 1997.
In addition to base salary, each executive officer was entitled to a
bonus under certain conditions. Effective August, 1996, the Employment
Agreements were amended to provide that for fiscal year 1996, each would be paid
a bonus in an amount not less than 7.82% of the excess of the pretax book income
of the Company (exclusive of the bonus) over $750,382. The same formula applied
for the bonuses for fiscal years ending 1997 and 1998, however, $895,618 was
substituted for $750,382.
In the event that the Company liquidated after Fiscal 1996, the
executives would receive an additional one year salary. In the event the
executives were terminated without cause, the executives would receive the
salary remaining through the end of the term of the Employment Agreement, a pro
rata portion of his bonus and continuation of certain employee benefits.
The Employment Agreements expired on August 31, 1998. On January 1,
1998, the Company entered into a new employment agreement with Mr. Wyandt, with
such agreement set to expire January 1, 2001. The terms of this new agreement
are substantially similar to those contained in the Employment Agreements.
5
<PAGE> 8
PERFORMANCE GRAPH
The following graph compares the performance of the Company for the
five-year period ending August 31, 1998 with the performance of the NASDAQ
market index and the average performance of companies consisting of the Dow
Jones Clothing and Fabrics group, which for this year numbered 105 companies,
which group is published by Media General Financial Services. The index reflects
reinvested dividends and is weighted by the sum of the closing price times the
shares outstanding divided by the total shares outstanding for the group.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG NITCHES, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
---------------------------FISCAL YEAR ENDING-----------------------------
COMPANY/INDEX/MARKET 8/31/1993 8/31/1994 8/31/1995 8/30/1996 8/29/1997 8/31/1998
<S> <C> <C> <C> <C> <C> <C>
Nitches Inc. 100.00 54.60 88.73 124.56 106.36 98.63
Apparel, Clothing 100.00 98.37 102.26 114.07 129.32 106.18
NASDAQ Market Index 100.00 109.26 130.01 145.98 202.06 196.25
</TABLE>
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(804) 649-6826
ASSUMES $100 INVESTED ON OCT. 1, 1993
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPT. 30, 1998
6
<PAGE> 9
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of November 23, 1998, certain
information with respect to the beneficial ownership of Common Stock by (a) each
person known by the Company to be the beneficial owner of more than 5% of its
outstanding Common Stock, (b) each of the Company's directors and (c) all
directors and officers as a group. Except as noted below, to the best of the
Company's knowledge, each of such persons has sole voting and investment power
with respect to the shares beneficially owned.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF
BENEFICIAL OWNER SHARES PERCENT OF CLASS
---------------- ------ ----------------
<S> <C> <C>
Arjun C. Waney(1)(2) 6,649 0.6%
10280 Camino Santa Fe
San Diego, CA 92121
Grace & White, Inc.(3) 106,800 9.5%
515 Madison Avenue, Suite 1700
New York, NY 10022
Luther A. Henderson(2) 12,000 1%
5608 Malvey Ave., #104A
Ft. Worth, TX 76107
Stephen P. Wyandt(1) 380,862 33.9%
10280 Camino Santa Fe
San Diego, CA 92121
Dimensional Fund Advisors, Inc.(4) 59,918 5.3%
1299 Ocean Avenue, Suite 650
Santa Monica, CA 90401
</TABLE>
- --------
(1) On November 18, 1998, Mr. Wyandt purchased from Messrs. Waney and
Henderson 331,748 shares of the Company's common stock owned by them
and which were not purchased pursuant to the tender offer completed
on October 21, 1998. As a result of the tender offer and the purchase
of Messrs. Waney and Henderson's shares, Mr. Wyandt owns
approximately 33.9% of the Company's outstanding common stock.
(2) These shares are held in trust by Mr. Waney for the benefit of his
daughter.
(3) Based upon filings with the SEC at February 12, 1998 and adjusted to
take into account a 2 for 1 stock split which was effectuated May 4,
1998 and a tender offer which was completed on October 21, 1998.
Those filings indicate that Grace & White, Inc. has voting authority
over only 2,698 of the shares held in its name.
(4) The Company has been advised by Dimensional Fund Advisors, Inc.
("Dimensional"), a registered investment advisor, that as of June 30,
1998 it had beneficial ownership of 119,836 shares with voting
authority over 90,520 shares, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, the DFA Investment Trust Company, a
registered open-end investment company of the DFA Group Trust and the
DFA Participating Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional serves as investment
manager. The number of shares reflected in the table have been
adjusted to take into account the tender offer that was completed on
October 21, 1998. Dimensional has advised the Company that it
disclaims beneficial ownership of all such shares.
7
<PAGE> 10
<TABLE>
<CAPTION>
NAME AND ADDRESS OF
BENEFICIAL OWNER SHARES PERCENT OF CLASS
---------------- ------ ----------------
<S> <C> <C>
Michael J. Crew(5)
681 Falmouth Road
Box C-2
Mashpee, MA 02649
Eugene B. Price II 23,574 2.1%
10280 Camino Santa Fe
San Diego, CA 92121
William L. Hoese 12,718 1.1%
2800 West Higgins Road, Suite 805
Hoffman Estates, IL 60195
All directors and current 435,803 38.8%
officers as a group (5 persons)
</TABLE>
CERTAIN TRANSACTIONS
The Company leases a 30,000 square foot warehouse and administrative
office building, a building owned by Kuma Sport, Inc., a California corporation.
Arjun C. Waney, Chairman of the Company is a 40% shareholder of Kuma Sport, Inc.
Mr. Waney has also guaranteed payments on a SBA loan which encumbers the Kuma
Sport, Inc. warehouse. The Company leases the facilities on a month-to-month
basis at a rent of $15,000 per month, which it believes is consistent with the
fair market rental value of the facility.
Certain employees of Kuma Sport, Inc. also perform warehouse and
related services for the Company at the facilities. The Company reimburses Kuma
Sport, Inc. for such services at rates which the Company believes are consistent
with rates that are generally available from third party providers in the
industry.
On November 18, 1998, Mr. Wyandt purchased from Messrs. Waney and
Henderson 331,748 shares of the Company's common stock owned by them and which
were not purchased pursuant to the tender offer completed on October 21, 1998.
As a result of the tender offer and the purchase of Messrs. Waney and
Henderson's shares, Mr. Wyandt owns approximately 33.9% of the Company's
outstanding common stock.
Messrs. Waney and Henderson shall remain on the Board of Directors of
the Company and Mr. Waney will continue to serve as Chairman of the Board of
Directors. Mr. Wyandt has indicated to the Company that he intends to hold the
shares he acquired from Messrs. Waney and Henderson for investment purposes and
not with a view to effect a change in the management or policies of the Company.
- ------------------
(5) The Company has been advised by a filing made with the SEC at August 12,
1998, by Michael J. Crew ("Crew"), a registered investment advisor, that
Crew acquired 124,900 shares with private funds placed under the management
of Crew. Crew indicates he has shared voting power and shared dispositive
power with respect to the shares. Crew disclaims beneficial ownership of
all such shares. The numbers reflected in the table assume that all of such
shares were tendered in the Company's recent tender offer and that 50% of
such shares were acquired by the Company in connection with the tender
offer.
8
<PAGE> 11
RATIFICATION OF SELECTION OF AUDITORS
Based upon the recommendation of the Audit Committee, the Board of
Directors has authorized the firm of Moss Adams LLP, independent certified
public accountants, to serve as independent auditors for the fiscal year ended
August 31, 1999.
The Board of Directors recommends that shareholders vote "FOR" this
proposal.
OTHER ITEMS
THE COMPANY, ON WRITTEN REQUEST OF ANY PERSON BEING SOLICITED BY THIS
PROXY STATEMENT, SHALL PROVIDE, WITHOUT CHARGE TO SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO), REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, FOR THE COMPANY'S MOST RECENT FISCAL YEAR. WRITTEN REQUESTS SHOULD BE
DIRECTED TO:
NITCHES, INC.
10280 CAMINO SANTA FE
SAN DIEGO, CALIFORNIA 92121
ATTENTION: STEVEN P. WYANDT
By Order of the Board of Directors
/s/ STEVEN P. WYANDT
-----------------------------------------
Steven P. Wyandt, President
San Diego, California
November 28, 1998
9
<PAGE> 12
NITCHES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, DECEMBER 22, 1998
The undersigned hereby appoints Steven P. Wyandt his and/or her proxy with
full power of substitution, to vote all of the stock of Nitches, Inc. the
undersigned would be entitled to vote at the Annual Meeting of Shareholders of
Nitches, Inc. to be held at 8:30 a.m. Pacific Standard Time, on Tuesday,
December 22, 1998 or at any adjournment thereof, at 10280 Camino Santa Fe, San
Diego, California.
The undersigned instructs that the shares of the undersigned be voted as
follows:
<TABLE>
<S> <C>
1. Election of Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below.
below).
</TABLE>
Arjun C. Waney, Steven P. Wyandt, Luther A. Henderson, William L. Hoese, Eugene
B. Price II
(Instructions: To withhold authority for an individual nominee, write the
nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
2. Ratification of the Selection of Moss Adams LLP as Auditors for Fiscal Year
1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The undersigned confers upon the proxy discretion to act upon all other
matters that may properly be brought before the annual meeting or any
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN, BUT IF NO CONTRARY DIRECTION IS MADE IT WILL BE VOTED FOR PROPOSALS 1
AND 2.
(Please sign and date on reverse side)
<PAGE> 13
(Continued from other side)
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders and Proxy Statement, dated November 28, 1998.
Dated: , 1998
----------------------
-----------------------------------
SIGNATURE OF SHAREHOLDER
-----------------------------------
SIGNATURE OF SHAREHOLDER
NOTE: Please sign, date and return
in the enclosed business reply
envelope. Signatures must
correspond with the name(s) shown
on the attached label. Each joint
owner should sign; executors,
administrators, trustees, and other
persons signing in representative
capacity should give full titles.
