<PAGE>
________________________________________________________________________________
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:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ARK RESTAURANTS CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ARK RESTAURANTS CORP.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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 transactions applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
___________________________________________________________________________
(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>
ARK RESTAURANTS CORP.
85 FIFTH AVENUE
NEW YORK, NEW YORK 10003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 16, 2000
To Shareholders of
ARK RESTAURANTS CORP.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ark
Restaurants Corp. (the 'Company') will be held on March 16, 2000 at 10:00 A.M.
at Bryant Park Grill, located at 25 West 40th Street, New York, New York for the
following purposes:
(1) To elect a board of nine directors;
(2) To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the 2000 fiscal year; and
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on February 7, 2000
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting.
YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE
MEETING, TO DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW THE PROXY AND VOTE
YOUR OWN SHARES.
By Order of the Board of Directors,
VINCENT PASCAL
Secretary
New York, New York
February 10, 2000
<PAGE>
ARK RESTAURANTS CORP.
--------------------------
PROXY STATEMENT
--------------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors (the 'Board') of Ark Restaurants Corp., a New York
corporation (the 'Company'), of proxies to be used at the Annual Meeting of
Shareholders to be held at Bryant Park Grill, located at 25 West 40th Street,
New York, New York, at 10:00 A.M. on March 16, 2000 and at any adjournment or
adjournments thereof (the 'Meeting').
If the enclosed proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the instructions specified
therein and if no instructions are given, will be voted (i) IN FAVOR of the
nominees for election as directors and (ii) IN FAVOR of the ratification of the
appointment of Deloitte & Touche LLP as independent auditors for the Company for
the 2000 fiscal year. Election of directors is by a plurality of votes cast at
the Meeting in person or by proxy. All other proposals to be considered at the
Meeting will be determined by a plurality of votes cast at the Meeting in person
or by proxy.
The proxy may be revoked at any time prior to its exercise by written notice
to the Company, by submission of another proxy bearing a later date, or by
voting in person at the Meeting. Such revocation will not affect any vote taken
prior thereto. The mere presence at the Meeting of the person appointing a proxy
will not revoke the appointment.
The approximate date this Proxy Statement and the accompanying Proxy were
first mailed to shareholders was on or about February 10, 2000. The Company's
principal executive offices are located at 85 Fifth Avenue, New York, New York
10003.
VOTING SECURITIES -- RECORD DATE
Only holders of record of the Company's Common Stock at the close of
business of February 7, 2000 will be entitled to notice of and to vote at the
Meeting. On that date 3,181,699 shares of Common Stock were issued and
outstanding. Each outstanding share of Common Stock entitles the holder thereof
to one vote.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information at January 31, 2000, with
respect to the beneficial ownership of shares of Common Stock owned by (i) each
person known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock, (ii) each director and nominee for election as director
of the Company, and (iii) all officers and directors of the Company as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
------------------- ----------------------- ----------------
<S> <C> <C>
Michael Weinstein ....................................... 942,388(2) 29.3%
85 Fifth Avenue
New York, New York 10003
FMR Corp ................................................ 270,000(3) 8.5%
82 Devonshire Street
Boston, Massachusetts 02109
Bruce R. Lewin .......................................... 210,000 6.6%
c/o Lewin Art, Inc.
150 East 69th Street
New York, New York 10021
Arthur Zankel ........................................... 184,800(4) 5.8%
c/o First Manhattan Co.
437 Madison Avenue
New York, New York 10022
Vincent Pascal .......................................... 63,065(5) 2.0%
85 Fifth Avenue
New York, New York 10003
Robert Towers ........................................... 69,625(6) 2.2%
85 Fifth Avenue
New York, New York 10003
Donald D. Shack ......................................... 42,603(7) 1.3%
530 Fifth Avenue
New York, New York 10036
Andrew Kuruc ............................................ 41,425(8) 1.3%
85 Fifth Avenue
New York, New York 10003
Jay Galin ............................................... 26,000 Less than 1%
520 Eighth Avenue
New York, New York 10018
Ernest Bogen ............................................ 17,320(9) Less than 1%
85 Fifth Avenue
New York, New York 10003
Paul Gordon ............................................. 26,250(10) Less than 1%
85 Fifth Avenue
New York, New York 10003
All directors and officers as a group (ten persons)...... 1,538,676(11) 45.6%
</TABLE>
- ---------
(1) Except to the extent otherwise indicated, to the best of the Company's
knowledge, each of the indicated persons exercises sole voting and
investment power with respect to all shares beneficially owned by him.
(2) Includes 24,800 shares owned by The Weinstein Foundation, a private
foundation of which Mr. Weinstein acts as trustee and as to which shares
Mr. Weinstein has shared investment and shared voting power and 37,500
shares issuable upon exercise of currently exercisable options granted
under the Company's 1996 Stock Option Plan.
(3) Based upon information set forth in Schedule 13G filed by FMR Corp. with
the Securities and Exchange Commission on or about February 11, 1999.
Fidelity Management & Research Company ('Fidelity'), a wholly-owned
subsidiary of FMR Corp., is the beneficial owner of 270,000 shares as a
result of acting as investment adviser to several investment companies. The
ownership by one investment company, Fidelity Low-Priced Stock Fund,
amounted to 270,000 shares. Mr. Edward C. Johnson 3d, FMR Corp., through
its control of Fidelity, and the aforementioned investment companies each
has the power to dispose of the 270,000 shares.
(footnotes continued on next page)
2
<PAGE>
(footnotes continued from previous page)
(4) Based upon information set forth in Schedule 13G filed by Mr. Arthur Zankel
with the Securities and Exchange Commission on or about November 15, 1999.
Includes 6,000 shares as to which First Manhattan Co. ('FMC') may be deemed
to share the power to vote. Mr. Zankel is a general partner of First
Manhattan Co. Mr. Zankel disclaims beneficial ownership of such shares.
(5) Includes 13,125 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1996 Stock Option Plan.
(6) Includes 13,125 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1996 Stock Option Plan.
(7) Includes 40,000 shares owned by Skylark Partners, a partnership of which
Mr. Shack is a general partner.
(8) Includes 13,125 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1996 Stock Option Plan.
(9) Includes 7,320 shares owned by Mr. Bogen's spouse, as to which Mr. Bogen
disclaims beneficial ownership.
(10) Includes 18,750 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1996 Stock Option Plan.
(11) Includes 95,625 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1996 Stock Option Plan and
100,000 shares issuable upon exercise of options granted to Mitchell Levy
that are currently exercisable or exercisable within 60 days of the date of
this Proxy Statement.
-------------------
In the event of the death of Michael Weinstein, the Company has agreed to
purchase from his estate, at the option of his executor or legal representative,
such number of shares of Common Stock as may be purchased with the proceeds of a
$5,000,000 insurance policy maintained by the Company on the life of Mr.
Weinstein, at a price per share equal to the greater of the then book value or
the then fair market value of such shares. The Company is obligated to maintain
$5,000,000 of insurance on the life of Mr. Weinstein during the term of the
agreement.
3
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
A board of nine directors is to be elected at the Meeting. Unless a proxy
shall specify that it is not to be voted for the directors, it is intended that
the shares represented by each duly executed and returned proxy will be voted IN
FAVOR of the election as directors of the persons named below.
Each of the persons named below is at present a director of the Company. If
for any reason any nominee is not a candidate for election at the Meeting, such
proxies will be voted for a substitute nominee and for the others named below.
The Board does not anticipate that any of the nominees will not be a candidate.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- -----
<S> <C> <C> <C>
Ernest Bogen......... 68 Chairman of the Board of the Company 1983
Michael Weinstein.... 56 President of the Company 1983
Vincent Pascal....... 56 Vice President and Secretary of the Company 1985
Robert Towers........ 52 Vice President and Treasurer of the Company 1987
Andrew Kuruc......... 42 Vice President and Controller of the Company 1989
Paul Gordon.......... 48 Vice President of the Company 1996
Donald D. Shack...... 71 Attorney, member of law firm of Shack & Siegel, P.C., 1985
general counsel to the Company
Jay Galin............ 63 President, G. & G. Shops, Inc. 1988
Bruce W. Lewin....... 52 Owner -- Bruce R. Lewin Gallery 2000
</TABLE>
- --------------
ERNEST BOGEN has been a director of the Company since its inception in
January 1983 and was also Secretary until September 1985 and Treasurer until
March 1987. He was elected Chairman of the Board of Directors of the Company in
September 1985. Since 1978, Mr. Bogen has been an officer, director and 25%
shareholder of Easy Diners, Inc., a restaurant management company which operates
a restaurant in New York City. Mr. Bogen is also an officer, director, and 25%
shareholder of RSWB Corp. which operates a restaurant in New York City that it
acquired in June 1997, and of BSWR Corp. which operates a restaurant in New York
City that it acquired in April 1998. During the past five years, Mr. Bogen had
various interests in entities which owned and operated restaurants in Florida.
At the present time, Mr. Bogen is an officer, director, and 25% shareholder of
BSRS Corp. which owns and operates a restaurant in Boca Raton, Florida that
it acquired in February 1999.
MICHAEL WEINSTEIN has been President and a director of the Company since its
inception in January 1983. Mr. Weinstein has been an officer, director and 25%
shareholder of Easy Diners, Inc. since 1978, RSWB Corp. since June 1997 and
BSWR since 1998. Mr. Weinstein spends substantially all of his business time
on Company-related matters.
VINCENT PASCAL was elected Vice President and a director of the Company in
October 1985. Mr. Pascal became Secretary of the Company in January 1994.
ROBERT TOWERS has been employed by the Company since November 1983 and was
elected Vice President, Treasurer and a director in March 1987.
ANDREW KURUC was elected Vice President of the Company in 1993 and a
director of the Company in November 1989. Mr. Kuruc has been employed as
Controller of the Company since April 1987.
PAUL GORDON has been employed by the Company since 1983 and was elected as a
director in November 1996. Mr. Gordon is the manager of the Company's Las Vegas
operations and Vice President and a director of the Company's Las Vegas
subsidiaries. Prior to assuming that role in 1996, Mr. Gordon was the manager of
the Company's operations in Washington, D.C. commencing in 1989.
DONALD D. SHACK was elected a director of the Company in October 1985. Since
April 1993, Mr. Shack has been a member of the law firm of Shack & Siegel, P.C.,
general counsel to the Company. From January 1990 to April 1993, Mr. Shack was a
member of the law firm of Whitman & Ransom, which firm was general counsel to
the Company during that time. Mr. Shack is also a director of the
4
<PAGE>
following publicly-held companies: Andover Togs, Inc., International Citrus
Corporation and Just Toys, Inc.
JAY GALIN was elected a director of the Company in January 1988. Since
August 1998, Mr. Galin has been Chairman of the Board of G & G Retail Holdings,
Inc. and its subsidiary G & G Retail, Inc., a chain of retail clothing stores.
For more than five years prior thereto, Mr. Galin was President of its
predecessor, G. & G. Shops, Inc.
BRUCE LEWIN was elected a director of the Company in February 2000. Mr.
Lewin is the owner and operator of Bruce R. Lewin Art Gallery, a fine art
gallery in Soho, New York.
-------------------
The Company provides purchasing and bookkeeping services to restaurants in
which Messrs. Weinstein and Bogen have interests, for which the Company receives
a fee which has not exceeded $30,000 in any fiscal year.
All officers of the Company are elected by and serve at the pleasure of the
Board. There are no family relationships among any of the directors.
Messrs. Galin and Shack, the Company's non-employee directors, were each
paid $5,000 in fiscal year 1999 for their services to the Company as directors.
The Company made loans to Robert Towers and Vincent Pascal, which loans were
made in connection with the exercise of stock options as provided under the
Company's 1985 Stock Option Plan. All of the loans bear interest at the prime
rate in effect from time to time. The loans are payable on demand. During fiscal
1999, the largest amount of indebtedness of Mr. Towers outstanding at any one
time was $337,861. As of February 7, 2000, Mr. Towers was indebted to the
Company in the amount of $361,161. During fiscal 1999, the largest amount of
indebtedness of Mr. Pascal outstanding at any one time was $309,123. As of
February 7, 2000, Mr. Pascal was indebted to the Company in the amount of
$187,498.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Messrs. Shack and Bogen currently serve as members of the Stock Option
Committee of the Board. The Stock Option Committee administers the Company's
1996 Stock Option Plan. During the last fiscal year the Stock Option Committee
held no meetings and took action on one occasion by unanimous written consent of
the members of the Committee.
Messrs. Galin and Shack currently serve as members of the Audit Committee of
the Board of Directors. The Audit Committee is responsible for, among other
things, receiving and reviewing the recommendations of the independent auditors,
reviewing consolidated financial statements of the Company, meeting periodically
with the independent auditors and Company personnel with respect to the adequacy
of internal accounting controls, resolving potential conflicts of interest and
reviewing the Company's accounting policies. The Audit Committee held one
meeting during the past fiscal year.
Messrs. Bogen, Galin and Shack currently serve as members of the
Compensation Committee. The Compensation Committee is responsible for reviewing
the Company's compensation policies, establishing the compensation for the
President and Chief Executive Officer of the Company and making recommendations
on compensation for other executive officers of the Company. The Compensation
Committee held one meeting during the past fiscal year.
During the Company's past fiscal year, the Board held two meetings and took
action on one occasion by unanimous written consent of the members of the Board.
Each member of the Board attended at least 75% of the meetings of the Board and
committees on which he served, except for Paul Gordon and Ernest Bogen who were
absent from one meeting held by the Board during the past fiscal year.
5
<PAGE>
EXECUTIVE COMPENSATION
The Summary Compensation Table shown below sets forth certain information
concerning the annual and long-term compensation for services in all capacities
to the Company for the 1999, 1998 and 1997 fiscal years, of those persons who
were, at October 2, 1999, (i) President and Chief Executive Officer of the
Company and (ii) the other four most highly compensated executive officers of
the Company. No other executive officer of the Company received a salary in
excess of $100,000 in fiscal 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
-------------------- ------------------
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS AWARDED(#)
--------------------------- ---- --------- -------- ------------------
<S> <C> <C> <C> <C>
Michael Weinstein ................................ 1999 429,023 -- 60,000
President and Chief Executive Officer 1998 400,354 80,190 --
1997 328,489 32,295 50,000
Vincent Pascal ................................... 1999 216,354 -- 15,000
Vice President and Secretary 1998 205,167 40,180 --
1997 165,707 16,090 17,500
Robert Towers .................................... 1999 220,217 -- 15,000
Vice President and Treasurer 1998 199,513 40,180 --
1997 163,167 16,090 17,500
Andrew Kuruc ..................................... 1999 169,077 -- 15,000
Vice President and Controller 1998 160,019 31,400 --
1997 142,946 14,000 17,500
Mitchell Levy .................................... 1999 250,000 -- --
Vice President 1998 134,615 -- 100,000
1997 -- -- --
</TABLE>
OPTIONS GRANTS IN LAST FISCAL YEAR
The table shown below sets forth certain information at October 2, 1999 with
respect to options to purchase the Company's Common Stock granted in fiscal year
1999 under the Company's 1996 Stock Option Plan for the President and Chief
Executive Officer of the Company and the other four most highly compensated
executive officers of the Company during the past fiscal year.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------
PERCENT OF TOTAL
OPTIONS GRANTED EXERCISE
OPTIONS TO EMPLOYEES TO PRICE EXPIRATION
NAME GRANTED(#) FISCAL 1999 ($/SHARE) DATE
---- ---------- ----------- --------- ----
<S> <C> <C> <C> <C>
Michael Weinstein......... 60,000(1) 28.0% $10 4/21/04
Vincent Pascal............ 15,000(1) 7.0% $10 4/21/04
Robert Towers............. 15,000(1) 7.0% $10 4/21/04
Andrew Kuruc.............. 15,000(1) 7.0% $10 4/21/04
Mitchell Levy............. -- -- -- --
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
PRICE APPRECIATION FOR
OPTION TERM
- -------------------------- -----------------------------------------------
NAME 5%($) 10%($)
---- ----- ------
<S> <C> <C>
Michael Weinstein......... 165,769 366,306
Vincent Pascal............ 41,442 91,577
Robert Towers............. 41,442 91,577
Andrew Kuruc.............. 41,442 91,577
Mitchell Levy............. -- --
</TABLE>
- --------------
(1) The options were granted on April 22, 1999 and vest in 25% increments on
each anniversary of the date of grant.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The table shown below sets forth certain information for the President and
Chief Executive Officer of the Company and the other four most highly
compensated executive officers of the Company (i) with respect to option
exercises during fiscal 1999 and (ii) at October 2, 1999, with respect to
unexercised options to purchase shares of the Company's Common Stock under the
Company's 1985 and 1996 Stock Option Plans.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
SHARES YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael Weinstein............. -- -- 65,500 57,500 $ 26,000 --
Vincent Pascal................ 13,000 $34,125 16,875 15,625 -- --
Robert Towers................. -- -- 29,875 15,625 $ 26,000 --
Andrew Kuruc.................. 7,500 $19,688 16,875 15,625 -- --
Mitchell Levy................. -- -- 100,000 -- -- --
</TABLE>
- --------------
(1) Based on the closing sale price on the NASDAQ/National Market System of the
Company's Common Stock on October 2, 1999.
7
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The graph set forth below compares the cumulative total shareholder return
on the Company's Common Stock for the period commencing September 30, 1994 and
ending October 2, 1999 against the cumulative total return on the NASDAQ Market
Index and a peer group comprised of those public companies whose business
activities fall within the same standard industrial classification code as the
Company. This graph assumes a $100 investment in the Company's Common Stock and
in each index on September 30, 1994 and that all dividends paid by companies
included in each index were reinvested.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
9/30/94 9/25/95 9/27/96 9/26/97 10/2/98 10/1/99
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Ark Restaurants Corp.................. 100.00 126.67 123.33 146.67 131.67 133.33
Market Index -- Nasdaq Stock Market
(US Companies)...................... 100.00 124.10 143.94 153.13 159.31 206.27
Peer Index -- NASDAQ/NYSE/AMEX Stocks
(SIC 5800-5899; US Companies)....... 100.00 121.41 141.75 192.67 200.23 323.92
Eating and drinking places
</TABLE>
The foregoing graph shall not be deemed to be incorporated by reference into
any filing of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates such information by reference.
8
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee, consisting of Messrs. Bogen, Galin and Shack,
determines the compensation of the President and sets policies for and reviews
with the President the compensation awarded to the other principal executives.
The Company's current executive officers consist of the President, Messrs.
Pascal, Towers, Kuruc Levy and Gordon. The three elements of their compensation
have been salary, bonus and stock options.
The President is the founder of the Company. He owns over 950,000 shares of
Company stock, approximately 30% of the outstanding shares. The Compensation
Committee believes he is substantially motivated, both by reason of stock
ownership and commitment to the Company, to act on behalf of all shareholders to
optimize overall corporate performance. Accordingly, the Compensation Committee
has not considered it necessary to specifically relate the President's
compensation to corporate performance.
The President's annual salary was increased from $328,489 during fiscal 1997
to $400,354 in fiscal 1998 and $429,023 in fiscal 1999. The President was also
paid a bonus of $32,295 in fiscal 1997 and $80,190 in fiscal 1998. He did not
receive a bonus for fiscal 1999. In April 1999, he received options to purchase
an additional 60,000 shares of Common Stock. The Compensation Committee believes
the compensation paid to the President to be comparable or less than that
generally paid to chief executive officers at comparable companies.
The Compensation Committee relies extensively on the views of the President
in determining salaries paid to Messrs. Pascal, Towers, Kuruc, and Levy. Their
salary levels are believed to be competitive with amounts paid to executives
with comparable qualifications, experience and responsibilities at companies of
comparable size and also reflect assessments of past performance and
expectations concerning future contributions to the Company and its business.
It is through the use of stock options that the Company has endeavored to
relate corporate performance and compensation of the other executives. The Board
believes that significant stock ownership is a major incentive in building
shareholder wealth and aligning the interests of employees and shareholders. In
January 1997, Messrs. Pascal, Towers and Kuruc each received options to purchase
17,500 shares of Common Stock. In April 1999, Messrs. Pascal, Towers and Kuruc,
each received options to purchase 15,000 shares of Common Stock. In March 1998,
when Mr. Levy joined the Company, he received options to purchase 100,000
shares, which options vest over a three year period.
Stock options are granted by the Company's Stock Option Committee consisting
of Messrs. Shack and Bogen. They consult with the Compensation Committee in
awarding options to the Company's executives. All options granted under the
Company's 1996 Stock Option Plan were granted at an exercise price equal to
market price on the date of grant.
Jay Galin Ernest Bogen Donald D. Shack
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Ernest Bogen is Chairman of the Board of the Company and formerly an
executive officer of the Company. Mr. Bogen is also an officer, director and 25%
shareholder of each of Easy Diners, Inc. and RSB Corp., each of which is a
Restaurant management company that operates a Restaurant in New York City. Mr.
Weinstein is also an officer, director and 25% shareholder of Easy Diners, Inc.
and RSB Corp. Donald D. Shack is a member of the firm of Shack & Siegel, P.C.,
general counsel to the Company.
9
<PAGE>
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
It is proposed that shareholders ratify the appointment by the Board of
Deloitte & Touche LLP as independent auditors for the Company for the fiscal
year ending September 30, 2000. The Company expects representatives of Deloitte
& Touche LLP to be present at the Meeting and available to respond to
appropriate questions submitted by shareholders. Such representatives will also
be accorded an opportunity at such time to make such statements as they may
desire.
Approval by the shareholders of the appointment of independent auditors is
not required, but the Board deems it desirable to submit this matter to
shareholders. If holders of a majority of the outstanding shares of Common Stock
present and voting at the meeting do not approve the appointment of Deloitte &
Touche LLP, the selection of independent auditors will be reconsidered by the
Board.
The Board recommends that you vote FOR ratification of the appointment of
Deloitte & Touche LLP as independent auditors for the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission (the 'Commission') and the NASDAQ/National Market System.
Officers, directors and greater than ten percent stockholders are required by
the Commission's regulation to furnish the Company with copies of all Forms 3, 4
and 5 they file.
Based solely on the Company's review of the copies of such forms it has
received, the Company believes that all of its officers, directors and greater
than ten percent beneficial owners complied with all filing requirements
applicable to them with respect to transactions during fiscal 1999.
VOTING PROCEDURES
Pursuant to Commission rules, a designated blank space is provided on the
proxy card to withhold authority to vote for one or more nominees for director
and boxes are provided on the proxy card for shareholders to mark if they wish
to abstain on Proposal 2. Votes withheld in connection with the election of one
or more of the nominees for director will not be counted in determining the
votes cast and will have no effect on the vote. With respect to the tabulation
of votes cast on a specific proposal presented to shareholders at the Meeting,
abstentions will be considered as present and voting with respect to that
specific proposal, whereas broker non-votes will not be considered as present
and voting with respect to that specific proposal. Abstentions are not counted
in determining the votes cast with respect to the ratification of the selection
of independent auditors and will have no effect on the vote.
Under the rules of the National Association of Securities Dealers, brokers
who hold shares in street name for customers have the authority to vote on
certain items when they have not received instructions from beneficial owners.
Brokers that do not receive instructions are entitled to vote upon the election
of directors and the selection of independent auditors.
SHAREHOLDER PROPOSALS
To be included in the Company's proxy statement and proxy relating to the
Company's 2000 Annual Meeting of Shareholders, shareholder proposals should be
received by the Company on or before October 15, 2000.
ANNUAL REPORT
The 1999 Annual Report of the Company, including financial statements, is
being mailed together with this Notice of Annual Meeting of Shareholders, Proxy
Statement and Proxy to each shareholder of record on February 7, 2000.
10
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board is not aware of any other
matters to be presented for action. However, if any other matters are properly
brought before the Meeting, it is intended that the persons voting the
accompanying proxy will vote the shares represented thereby in accordance with
their best judgment.
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 2, 1999, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES THERETO, TO EACH OF THE COMPANY'S
SHAREHOLDERS OF RECORD ON FEBRUARY 7, 2000 AND EACH BENEFICIAL SHAREHOLDER ON
THAT DATE, UPON RECEIPT OF A WRITTEN REQUEST THEREFOR MAILED TO THE COMPANY'S
OFFICES, 85 FIFTH AVENUE, NEW YORK, NEW YORK 10003, ATTENTION: TREASURER.
REQUESTS FROM BENEFICIAL SHAREHOLDERS MUST SET FORTH A GOOD FAITH REPRESENTATION
AS TO SUCH OWNERSHIP ON THAT DATE.
IT IS IMPORTANT THAT THE ACCOMPANYING PROXY BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE EARNESTLY
REQUESTED TO DATE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE TO WHICH
NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
MANNER AND EXPENSES OF SOLICITATION
The solicitation of proxies in the accompanying form is made by the Board
and all costs thereof will be borne by the Company. In addition to the
solicitation of proxies by the use of the mails, some of the officers, directors
and other employees of the Company may also solicit proxies personally or by
mail, telephone, or telegraph but they will not receive additional compensation
for such services. The Company may also retain the services of a professional
proxy solicitation firm to assist in the solicitation of proxies. Brokerage
firms, custodians, banks, trustees, nominees or other fiduciaries holding shares
of the Common Stock in their names will be requested by the Company to forward
proxy material to their principals and will be reimbursed for their reasonable
out-of-pocket expenses incurred in respect thereto.
ARK RESTAURANTS CORP.
New York, New York
February 10, 2000
11
<PAGE>
APPENDIX 1
ARK RESTAURANTS CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS
MARCH 16, 2000
THE UNDERSIGNED, revoking all previous proxies, hereby appoints MICHAEL
WEINSTEIN, ROBERT TOWERS and DONALD D. SHACK, or any of them as attorneys,
agents and proxies with power of substitution, and with all powers the
undersigned would possess if personally present, to vote all shares of Common
Stock of ARK RESTAURANTS CORP. (the 'Company') which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of the Company to be held on
Thursday, March 16, 2000 at 10:00 A.M. local time at Bryant Park Grill, 25 West
40th Street, New York, New York, and at all adjournments thereof. The shares
represented by this Proxy will be voted as indicated below upon the following
matters, all more fully described in the Proxy Statement.
(1) ELECTION OF A BOARD OF NINE DIRECTORS
<TABLE>
<CAPTION>
WITHHOLD AUTHORITY
NOMINEE VOTE FOR TO VOTE FOR
------- -------- -----------
<S> <C> <C>
Ernest Bogen [ ] [ ]
Michael Weinstein [ ] [ ]
Vincent Pascal [ ] [ ]
Robert Towers [ ] [ ]
Andrew Kuruc [ ] [ ]
Donald D. Shack [ ] [ ]
Jay Galin [ ] [ ]
Paul Gordon [ ] [ ]
Bruce Lewin [ ] [ ]
</TABLE>
(See reverse side)
<PAGE>
(2) Ratification of the appointment of Deloitte & Touche LLP as independent
auditors for the 2000 fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN. IF NO SUCH INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED IN FAVOR OF ELECTION OF THE NOMINEES FOR DIRECTORS
DESIGNATED BY THE BOARD OF DIRECTORS AND FOR ITEM 2.
Dated: __________________, 2000
_______________________________
SIGNATURE
NOTE: Please sign exactly as
your name or names appear
hereon. Joint owners should
each sign personally. When
signing as executor,
administrator, corporation,
officer, attorney, agent,
trustee or guardian, etc.,
please add your full title to
your signature.
NOTE: Please mark, date, sign and mail this proxy in the envelope enclosed for
this purpose. No postage is required for mailing in the United States.
