<PAGE>
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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Integrated Brands Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Board of Directors of Integrated Brands Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] 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: Integrated Brands Inc.
- --------------------------------------------------------------------------------
(4) Date filed: August 14, 1996
- --------------------------------------------------------------------------------
- --------
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
INTEGRATED BRANDS INC.
4175 Veterans Highway
Ronkonkoma, New York 11779
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 12, 1996
To The Stockholders of INTEGRATED BRANDS INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
INTEGRATED BRANDS INC. (the "Company") will be held on September 12, 1996 at
10:00 A.M. at the offices of Tenzer Greenblatt LLP, 405 Lexington Avenue, New
York, New York 10174, 14th floor, for the following purposes:
1. To elect five (5) directors to hold office until the 1997
Annual Meeting of Stockholders and until their respective successors
have been duly elected and qualified; and
2. To adopt the Company's 1996 Stock Option Plan.
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on August 12, 1996
are entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors,
Richard E. Smith
Chairman of the Board
August 13, 1996
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN,
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
EXERCISE, AND IF YOU ARE PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE
YOUR PROXY AT THAT TIME AND EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
<PAGE>
INTEGRATED BRANDS INC.
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 12, 1996
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of INTEGRATED BRANDS INC. (the "Company")
for use at the Annual Meeting of Stockholders to be held on September 12, 1996,
including any adjournment or adjournments thereof, for the purposes set forth in
the accompanying Notice of Meeting.
Management intends to mail this proxy statement and the accompanying
form of proxy to stockholders on or about August 13, 1996.
The costs of soliciting proxies will be borne by the Company. It is
estimated that said costs will be nominal.
Proxies in the accompanying form, duly executed and returned to the
Company and not revoked, will be voted at the meeting. Any proxy given pursuant
to such solicitation may be revoked by the stockholder at any time prior to the
voting of the proxy by a subsequently dated proxy, by written notification to
the Secretary of the Company, or by personally withdrawing the proxy at the
meeting and voting in person.
The address of the principal executive offices of the Company is:
4175 Veterans Highway
3rd Floor
Ronkonkoma, New York 11779
Telephone No.: (516) 737-9700
Proxies which are executed but which do not contain any specific
instructions will be voted in favor of all of the directors named herein.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
Only stockholders of record at the close of business on August 12, 1996
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, the Company had 10,103,288 shares of Class A Common
Stock, par value $.01 per share (the "Common Stock"), outstanding. Each share is
entitled to one vote.
1
<PAGE>
The following table sets forth certain information regarding the Common
Stock owned on August 1, 1996 (1) by each person who is known by the Company to
own beneficially more than 5% of the Common Stock, (ii) by each of the Company's
directors and (iii) by all directors and officers as a group:
Amount and
Nature of
Name and Address Beneficial Percent
of Beneficial Owner Ownership(1) of Class
------------------- ------------ --------
Richard E. Smith
4175 Veterans Highway
Ronkonkoma, New York 11779................. 2,547,200 25.2%
Gerard M. Tucci
4175 Veterans Highway
Ronkonkoma, New York 11779................. 79,568 .7%
Karl Eller (2)
Red River Resources, Inc.
2122 East Highland Avenue
Suite 425
Phoenix, Arizona 85016...................... 100,000 1.0%
Benjamin Raphan
c/o Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174................... 164,100 1.6%
David M. Smith (3)
4175 Veterans Highway
Ronkonkoma, New York 11779................. 542,000 5.4%
Directors and officers as a
group (8 persons) (4) ...................... 3,920,686 37.8%
--------- ----
- ----------
(1) A person is deemed to be a beneficial owner of any security of which that
person has the right to acquire beneficial ownership within 60 days. The
named individuals have sole voting and investment power with respect to the
shares held by them.
(2) Includes 100,000 shares of stock issuable upon the exercise of stock
options.
(3) Includes 25,000 shares of Stock issuable upon the exercise of stock options
exercisable as of August 1, 1996 issued under the Company's stock option
plan.
(4) Includes 256,250 shares of stock issuable upon the exercise of stock
options held by certain of the Company's executive officers exercisable as
of August 1, 1996 issued under the Company's stock option plan. Also
includes 1,535 shares of Common Stock as to which one of the executive
officers disclaims beneficial ownership.
2
<PAGE>
ELECTION OF DIRECTORS
The proxies granted by stockholders will be voted at the Annual Meeting
for the election of the persons listed below as directors of the Company, to
serve until the next Annual Meeting of Stockholders and until their successors
are duly elected and qualified. Each of the persons named has indicated to the
Board of Directors of the Company that he will be available as a candidate.
Year of
Name Age First Election Position
---- --- -------------- --------
Richard E. Smith 54 1985 Chairman of the Board, Chief
Executive Officer and
Director
Gerard M. Tucci 46 1989 Vice President
Secretary and Director
David M. Smith 29 1993 Vice President and Director
Karl Eller 67 1993 Director
Benjamin Raphan 58 1993 Director
All directors are serving a current term of office which continues
until the next annual meeting of stockholders.
Richard E. Smith has been Chairman of the Board, Chief Executive
Officer and a Director of the Company since October 1985. Mr. Smith has also
been the Chairman of the Board, Secretary and a Director of Calip Dairies, Inc.
for more than the past five years. Calip Dairies, Inc. is a major distributor of
ice cream products in the New York metropolitan area. Calip Dairies, Inc. also
owns the trademarks and tradenames of Dolly Madison Ice Cream.
Gerard M. Tucci has been the Vice President -- Operations and Secretary
of the Company since October 1985 and Director of the Company since December
1989. Mr. Tucci has also been the Vice President -- Operations of Calip Dairies,
Inc. since 1981.
David M. Smith has been a Vice President of the Company since December
1989. David M. Smith is the son of Richard E. Smith.
Karl Eller has been a Director of the Company since September 1993.
Since 1992 Mr. Eller has been the President of Eller Outdoor Advertising Co.,
Inc., an advertising company, and since 1980 the Chairman of the Board of Red
River Resources, Inc., a holding company. From 1983 through 1990 Mr. Eller was
the Chairman and Chief Executive Officer of The Circle K Corporation, an owner
and operator of convenience stores. The Circle K Corporation filed a petition
under Chapter 11 of the
3
<PAGE>
United States Bankruptcy Code in May 1990. From 1980 to 1987 he was the Chairman
of the Board of Swensen's, Inc. Mr. Eller currently serves on the Board of
Directors of Inter-Tel, Inc., a telephone communications company, El Dorado
Company, an investment company, and the Phoenix Suns of the National Basketball
Association.
Benjamin Raphan has been a Director of the Company since September
1993. Mr. Raphan has been a partner at Tenzer Greenblatt LLP, the Company's
general counsel, since 1970.
During the fiscal year ended December 30, 1995, the Board of Directors
held one meeting. The Company does not have standing audit, nominating or
compensation committees of the Board of Directors, or committees performing
similar functions.
Executive Officers
Name Age Position
- ---- --- --------
Gary P. Stevens 51 President, Chief Financial
Officer and Treasurer
John R. Welty, Jr. 46 Vice President
David J. Stein 35 Vice President
Gary P. Stevens, has been President of the Company since June 1990 and
Treasurer and Chief Financial Officer since April 1989. He was Vice Chairman of
the Board of the Company from August 1988 until June 1990. Mr. Stevens became a
Director of Swensen's, Inc. in October 1987 and served as President of
Swensen's, Inc. from October 1987 until June 1990.
John R. Welty, Jr., has been the President of Swensen's, Inc. and a
Vice President of the Company since June 1990. From November 1986 through
October 1987, he was Group Vice President -- Corporate Operations and from
October 1987 through May 1990, he served as Executive Vice President of
Swensen's, Inc.
David J. Stein has been a Vice President of the Company since December
1989.
PROPOSAL I
ADOPTION OF 1996 STOCK OPTION PLAN
The Board of Directors has adopted the Company's 1996 Stock
Option Plan (the "Plan"), subject to approval by the stockholders at the Annual
Meeting.
The Board believes that it is in the best interest of the
Company and its stockholders to provide to officers, directors, key employees,
consultants and other independent
4
<PAGE>
contractors who perform services for the Company the opportunity to participate
in the value and/or appreciation in value of the Company's Common Stock through
the granting of stock options. The Board has found that the prior grant of
options under the Company's 1986 Stock Option Plan, which plan has expired, has
proven to be a valuable tool in attracting and retaining key employees and other
key persons. The Board believes that the Plan (i) will provide the Company with
significant means to attract and retain talented personnel, (ii) will result in
saving cash, which otherwise would be required to retain current key employees,
and adequately attract and reward key personnel, and (iii) consequently will
prove beneficial to the Company's ability to be competitive. In view of the
growth of the Company and the need to continue to expand, the Board recommends
that the Plan should be approved.
To date options to purchase 480,750 shares of Common Stock
have been granted under the Plan, subject to stockholder approval of the Plan,
including five-year options to purchase 106,250, 62,500, 62,500 and 25,000
shares of Common Stock at an exercise price of $.9375 per share which were
granted in July 1996 to Messrs. Stevens, Welty, Stein and David Smith,
respectively. All unexercised options under the 1986 Plan expired. If the Plan
is approved by the stockholders, additional options may be granted under the
Plan, the timing, amounts and specific terms of which cannot be determined at
this time.
The following summary of the Plan does not purport to be
complete, and is subject to and qualified in its entirety by reference to the
full text of the Plan, set forth as Exhibit "A" attached hereto and made a part
hereof.
Summary of the 1996 Stock Option Plan
The Plan currently authorizes the granting of options to
purchase up to 1,070,000 shares of Common Stock subject to adjustment as
described below (the same number of shares which were available for grant under
the 1986 Plan). Any person, including, but not limited to, employees, directors,
consultants, attorneys and other independent contractors of the Company,
including those of the Company's subsidiaries, believed by the Plan's Stock
Option Committee to have contributed to the success of the Company, are eligible
to be granted Non-Qualified Stock Options (as defined below) under the Plan.
Incentive Stock Options (as defined below) may be granted only to employees of
the Company or any subsidiary of the Company.
The Plan will be administered by the Board of Directors or at
the Board's discretion, a Committee appointed by the Board (the "Committee").
The Board or the Committee will determine, among other things, the persons to
whom options will be granted, the type of options to be granted, the number of
shares subject to each option and the share price. The Board or the Committee
5
<PAGE>
will also determine the term of each option, the restrictions or limitations
thereon, and the manner in which each such option may be exercised. Unless
sooner terminated, the Plan will expire at the close of business on July 17,
2006.
Stock Options
The Plan provides for the grant of "incentive stock options"
as defined in Section 422 of the Code ("Incentive Stock Options"), and for
options not qualifying as Incentive Stock Options ("Non-Qualified Stock
Options"). The Committee shall determine those persons to whom stock options may
be granted.
Under the Plan the maximum number of shares that may be
covered by stock options granted to any employee during any taxable year is
500,000 shares and for the duration of the Plan is 900,000 shares.
Incentive Stock Options granted pursuant to the Plan are
nontransferable by the optionee during his lifetime. All options granted under
the Plan, will, unless a shorter term is established by the Board or the
Committee, expire if not exercised within ten years of the grant (five years in
the case of Incentive Stock Options granted to an eligible employee owning stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or a parent or subsidiary of the Company immediately before
the grant ("10% Stockholder")), and under certain circumstances set forth in the
Plan, may be exercised within 30 days following termination of employment (one
year in the event of death of the optionee). Options may be granted to optionees
in such amounts and at such prices as may be determined, from time to time, by
the Board or the Committee. The exercise price of an Incentive Stock Option will
not be less than the fair market value of the shares underlying the Incentive
Stock Option on the date the Incentive Stock Option is granted, provided,
however, that the exercise price of an Incentive Stock Option granted to a 10%
Stockholder may not be less than 110% of such fair market value. The exercise
price of Non-Qualified Stock Options is within the discretion of the Board or
the Committee and may be any price not less than the par value of the shares
underlying the Non-Qualified Stock Option. The Company may not, in the
aggregate, grant Incentive Stock Options that are first exercisable by any
optionee during any calendar year (under all such plans of the optionee's
employer corporation and its "parent" and "subsidiary" corporations, as those
terms are defined in Section 424 of the Code) to the extent that the aggregate
fair market value of the underlying stock (determined at the time the option is
granted) exceeds $100,000.
The Plan contains anti-dilution provisions authorizing
appropriate adjustments in certain circumstances. Shares of Common Stock subject
to options which expire without being exercised or which are cancelled as a
result of the cessation of employment are available for further grants. No
shares of Common
6
<PAGE>
Stock of the Company may be issued to any optionee until the full option price
has been paid. The Board or the Committee may grant individual options under the
Plan with more stringent provisions than those specified in the Plan.
Any stock options granted shall become exercisable in such
amounts, at such intervals and upon such terms and conditions as the Board or
the Committee shall provide. Stock options granted under the Plan are
exercisable until the earlier of (i) a date set by the Board or the Committee at
the time of grant or (ii) the close of business on the day before the tenth
anniversary of the stock option's date of grant (the day before the fifth
anniversary in the case of an Incentive Stock Option granted to a 10%
Stockholder). The Plan shall remain in effect until all stock options are
exercised or terminated. Notwithstanding the foregoing, no options may be
granted after July 17, 2006.
Certain Federal Income Tax Consequences of the Plan
The following is a brief summary of the Federal income tax
aspects of grants made under the Plan based upon statutes, regulations and
interpretations in effect on the date hereof. This summary is not intended to be
exhaustive, and does not describe state or local tax consequences.
1. Incentive Stock Options. The participant will recognize no
taxable income upon the grant or exercise of an Incentive Stock Option. Upon a
disposition of the shares after the later of two years from the date of grant
and one year after the transfer of the shares to the participant, (i) the
participant will recognize the difference, if any, between the amount realized
and the exercise price as long-term capital gain or long-term capital loss (as
the case may be) if the shares are capital assets in his or her hands; and (ii)
the Company will not qualify for any deduction in connection with the grant or
exercise of the options. The excess, if any, of the fair market value of the
shares on the date of exercise of an Incentive Stock Option over the exercise
price will be treated as an item of adjustment for his or her taxable year in
which the exercise occurs and may result in an alternative minimum tax liability
for the participant. In the case of a disposition of shares in the same taxable
year as the exercise where the amount realized on the disposition is less than
the fair market value of the shares on the date of exercise, there will be no
adjustment since the amount treated as an item of adjustment, for alternative
minimum tax purposes, is limited to the excess of the amount realized on such
disposition over the exercise price which is the same amount included in regular
taxable income.
If Common Stock acquired upon the exercise of an Incentive
Stock Option is disposed of prior to the expiration of the holding periods
described above, (i) the participant will
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<PAGE>
recognize ordinary compensation income in the taxable year of disposition in an
amount equal to the excess, if any, of the lesser of the fair market value of
the shares on the date of exercise or the amount realized on the disposition of
the shares, over the exercise price paid for such shares; and (ii) the Company
will qualify for a deduction equal to any such amount recognized, subject to the
limitation that the compensation be reasonable. The participant will recognize
the excess, if any, of the amount realized over the fair market value of the
shares on the date of exercise, if the shares are capital assets in his or her
hands, as short-term or long-term capital gain, depending on the length of time
that the participant held the shares, and the Company will not qualify for a
deduction with respect to such excess.
Subject to certain exceptions for disability or death, if an
Incentive Stock Option is exercised more than three months following the
termination of the participant's employment, the option will generally be taxed
as a Non-Qualified Stock Option. See "Non-Qualified Stock Options."
2. Non-Qualified Stock Options. With respect to Non-Qualified
Stock Options (i) upon grant of the option, the participant will recognize no
income; (ii) upon exercise of the option (if the shares are not subject to a
substantial risk of forfeiture), the participant will recognize ordinary
compensation income in an amount equal to the excess, if any, of the fair market
value of the shares on the date of exercise over the exercise price, and the
Company will qualify for a deduction in the same amount, subject to the
requirement that the compensation be reasonable and any limitations that may be
imposed pursuant to Section 162(m) of the Code; (iii) the Company will be
required to comply with applicable Federal income tax withholding requirements
with respect to the amount of ordinary compensation income recognized by the
participant; and (iv) on a sale of the shares, the participant will recognize
gain or loss equal to the difference, if any, between the amount realized and
the sum of the exercise price and the ordinary compensation income recognized.
Such gain or loss will be treated as short-term or long-term capital gain or
loss if the shares are capital assets in the participant's hands depending upon
the length of time that the participant held the shares.
Recommendation
THE BOARD OF DIRECTORS BELIEVES THAT THE 1996 STOCK OPTION
PLAN IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND
UNANIMOUSLY RECOMMENDS A VOTE FOR ITS APPROVAL.
8
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has entered into an agreement with Calip Dairies, Inc. (the
"Distributor") terminable on 30 days' notice, to sell to the Distributor at an
agreed upon price, the Company's products for distribution to certain retail
outlets in New York, New Jersey, southern Connecticut and the
Philadelphia-Delaware areas. The Company believes that the price at which the
Company's products are sold to the Distributor is competitive with the prices
generally paid by distributors for similar products in the New York metropolitan
area. Sales of ice cream to the Distributor for the year ended December 30, 1995
were approximately $2,751,000.
Certain officers of the Company are also officers of the Distributor
and will be obtaining customers and site locations for T & W dip shops as well
as for Steve's Ice Cream Stores and Swensen's Ice Cream Shoppes. While the
Company believes that desirable locations for T & W dip shops, Steve's Ice Cream
Stores and Swensen's Ice Cream Shoppes are different for the most part, there
will be some overlap, and there can be no assurance that such decisions will not
adversely affect the Company.
On April 15, 1986, the Company entered into a Management Agreement with
the Distributor which, as extended in April 1992, expires April 15, 1998.
Pursuant to the terms of the Management Agreement, the Distributor will provide
a portion of the management, administrative and other personnel required for the
operation of the Company's business until April 15, 1998. For the services
provided by the Distributor, the Distributor will receive an annual management
fee equal to 10% of the gross revenues of the Company, up to $5,000,000 in gross
revenues, and 2% of gross revenues thereafter up to a maximum annual fee of
$1,000,000. In addition, the Distributor is entitled to receive an additional
incentive management fee equal to 5% of the Company's annual net after tax
income in excess of $3,000,000. While the Management Agreement was not
negotiated at arms' length, the Company believes that the terms of the
Management Agreement are fair. The management fee for the year ended December
30, 1995 was approximately $891,000.
During the year ended December 30, 1995, the Company paid Tenzer
Greenblatt LLP, general counsel to the Company, approximately $141,654 for legal
fees. Mr. Benjamin Raphan, a director of the Company, is a partner in Tenzer
Greenblatt LLP.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities ("10% Holders"), to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission
9
<PAGE>
("SEC"). Officers, directors, and 10% Holders are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on the Company's
review of the copies of such forms received by the Company, or written
representations from certain reporting persons that no Forms 5 were required for
those persons, the Company believes that, during the year ended December 30,
1995, all Section 16(a) filing requirements applicable to its officers,
directors, and 10% Holders were met.
EXECUTIVE COMPENSATION
The following table discloses the compensation awarded by the
Company, for the three fiscal years ended December 30, 1995, January 1, 1994 and
January 2, 1993 to Mr. Gary P. Stevens, its President and Chief Financial
Officer during such fiscal years, Mr. John R. Welty, Jr., the President of
Swensen's and a Vice President of the Company and David J. Stein, Vice President
who were the only executive officers of the Company whose salaries equaled or
exceeded $100,000 during the 1995 fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
Name and Principal ------------ ------------
Position(1) Year Salary($) Bonus($) Options
- ------------------ ---- --------- -------- -------
<S> <C> <C> <C> <C>
Gary P. Stevens 1995 130,776 -
President, Chief 1994 130,548
Financial Officer and 1993 130,548 20,000 85,000(2)
Treasurer
John R. Welty, Jr. 1995 119,548 -
Vice President, 1994 119,548 -
President of 1993 112,184 50,000(3)
Swensen's Inc.
David J. Stein 1995 102,231
Vice President 1994 57,840
1993 53,350 50,000(4)
</TABLE>
- ----------------
(1) Richard E. Smith, the Chairman of the Board and Chief Executive Officer of
the Company, Gerard M. Tucci, a Vice President and Secretary of the Company
and David M. Smith a Vice President of the Company are paid by other
companies affiliated with Mr. Richard Smith. Pursuant to the terms of the
Management Agreement with the Company, Calip Dairies, Inc., receives a
management fee for providing a portion of the management, administrative
and other
10
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personnel as required by the Company. The management fee for the year ended
December 30, 1995 was $891,000. See Certain Relationships and Related
Transactions.
(2) The options to Mr. Stevens were granted on July 18, 1991 with an exercise
price of $.6875 per share. On July 18, 1996 these options expired and the
Company issued to Mr. Stevens under the 1996 Plan options to purchase
106,250 shares at an exercise price of $.9375 per share.
(3) The options to Mr. Welty were granted on July 18, 1991 with an exercise
price of $.6875 per share. On July 18, 1996 these options expired and the
Company issued to Mr. Welty under the 1996 Plan options to purchase 62,500
shares at an exercise price of $.9375 per share.
(4) The options to Mr. Stein were granted on July 18, 1991 with an exercise
price of $.6875 per share. On July 18, 1996 these options expired and the
Company issued to Mr. Stein under the 1996 Plan options to purchase 62,500
shares at an exercise price of $.9375 per share.
The following table sets forth information concerning the
value of unexercised stock options held by the named executive officers as of
December 30, 1995. During such fiscal year no stock options were exercised.
Aggregate Year-End Option Values
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
December 30,1995 December 30,1995
Shares ---------------- ----------------
Acquired on Value Rea- Exercis- Unexer- Exercis- Unexer-
Name Exercise (#) lized ($) able(1) cisable able cisable
- ---- ------------ ---------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Gary P. - - 85,000 $ 90,312
Stevens
John R. - - 50,000 $ 53,125
Welty, Jr.
David J. - - 50,000 $ 53,125
Stein
</TABLE>
- ----------
(1) All listed options expired in July 1996 without being exercised. Messrs.
Stevens, Welty and Stein have been granted five-year options to purchase
106,250, 62,500 and 62,500 shares of Common Stock, at an exercise price of
$.9375 per share under the 1996 Plan, subject to approval of the 1996 Plan
by the Company's stockholders.
Stock Option Plan
The Company has adopted a Stock Option Plan (the "1986 Plan")
pursuant to which 1,070,000 shares of the Company's Common
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<PAGE>
Stock have been reserved for issuance to key employees, officers, agents,
consultants and others upon exercise of options designated as "incentive stock
options" within the meaning of Section 422A of the Internal Revenue Code of
1986, as amended (the "Code"), or "nonqualified options." The 1986 Plan expired
in February 1996, and unexercised options issued under the 1986 Plan expired in
July 1996.
Compensation Committee Interlocks and
Insider Participation In Compensation Decisions
The Company does not have a Compensation Committee of its Board of
Directors or other committee performing similar functions. Decisions as to
compensation are made by the Company's Board of Directors based primarily upon
recommendations made by Mr. Richard E. Smith, the Company's Chairman of the
Board.
Stock Performance Graph
The following line graph compares, from January 1, 1991
through December 30, 1995, the cumulative total return among the Company,
companies comprising the NASDAQ Market Index and a Peer Group Index, based on an
investment of $100 on January 1, 1991 in the Company's Common Stock and each
index, and assuming reinvestment of all dividends, if any, paid on such
securities. The Company has not paid any dividends and, therefore, the
cumulative total return calculation for the Company is based solely upon stock
price appreciation. The Peer Group Index consists of The Value Line Food
Processors: Small Capitalization Index comprised of 22 publicly traded companies
in the food business. Historic stock price is not necessarily indicative of
future stock price performance.
Summary Data
Name 1991 1992 1993 1994 1995
- ---- ---- ---- ---- ---- ----
INTEGRATED BRANDS INC. 354.55 -30.00 -42.86 0.00 -14.97
Russell 2000 Index 46.05 18.41 18.91 -1.98 28.44
Food Proc's:Sm.Cap 17.08 0.58 -1.12 4.25 22.62
Name 1990 1991 1992 1993 1994 1995
- ---- ---- ---- ---- ---- ---- ----
INTEGRATED BRANDS INC. 100.00 454.55 318.18 181.82 181.82 154.60
Russell 2000 Index 100.00 146.05 172.94 205.64 201.56 258.89
Food Proc's:Sm.Cap 100.00 117.08 117.77 116.44 121.39 148.85
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INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman has examined and reported upon the financial statements of
the Company for the fiscal year ended December 30, 1995 and has been selected by
the Board of Directors to examine and report upon the financial statements of
the Company for the fiscal year ending December 28, 1996. BDO Seidman has no
direct or indirect interest in the Company or any affiliate of the Company. A
representative of BDO Seidman is expected to be present at the Annual Meeting
with the opportunity to make a statement if he desires to do so and is expected
to be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholders who wish to present proposals appropriate for
consideration at the Company's 1997 Annual Meeting of Stockholders must submit
the proposals in proper form to the Company at its address set forth on the
first page of this proxy statement not later than November 1, 1996 in order for
the proposals to be considered for inclusion in the Company's proxy statement
and form of proxy relating to such Annual Meeting.
OTHER INFORMATION
Proxies for the Annual Meeting will be solicited by mail and through
brokerage institutions and all expenses involved, including printing and
postage, will be paid by the Company.
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 30,
1995 HAS BEEN FURNISHED TO EACH STOCKHOLDER OF RECORD AS OF THE CLOSE OF
BUSINESS ON AUGUST 12, 1996. ADDITIONAL COPIES OF THE ANNUAL REPORT WILL BE
PROVIDED FREE OF CHARGE UPON WRITTEN REQUEST TO:
INTEGRATED BRANDS INC.
4175 Veterans Highway
Ronkonkoma, New York 11779
Attention: Gerard M. Tucci, Secretary
The Board of Directors is aware of no other matters, except for those
incident to the conduct of the Annual Meeting, that are to be presented to
stockholders for formal action at the Annual Meeting. If, however, any other
matters properly come before the Annual Meeting or any adjournments thereof, it
is the intention of the persons named in the proxy to vote the proxy in
accordance with their judgment.
By Order of the Board of Directors,
Richard E. Smith
Chairman of the Board
August 13, 1996
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EXHIBIT A
1996 STOCK OPTION PLAN
OF INTEGRATED BRANDS INC.
1. Purpose
INTEGRATED BRANDS INC. (the "Company") desires to attract and
retain the best available talent and encourage the highest level of performance
in order to continue to serve the best interests of the Company and its
stockholders. By affording key personnel the opportunity to acquire proprietary
interests in the Company and by providing them incentives to put forth maximum
efforts for the success of the business, the 1996 Stock Option Plan of
INTEGRATED BRANDS INC. (the "1996 Plan") is expected to contribute to the
attainment of those objectives.
The word "Subsidiary" or "Subsidiaries" as used herein, shall
mean any corporation, fifty percent or more of the voting stock of which is
owned by the Company.
2. Scope and Duration
Options under the 1996 Plan may be granted in the form of
incentive stock options ("Incentive Options") as provided in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or in the form of
nonqualified stock options ("Non-Qualified Options"). (Unless otherwise
indicated, references in the 1996 Plan to "options" include Incentive Options
and Non-Qualified Options.) The maximum aggregate number of shares as to which
options may be granted from time to time under the 1996 Plan is 1,070,000 shares
of the Common Stock of the Company ("Common Stock"), which shares may be, in
whole or in part, authorized but unissued shares or shares reacquired by the
Company. If an option shall expire, terminate or be surrendered for cancellation
for any reason without having been exercised in full, the shares represented by
the option or portion thereof not so exercised shall (unless the 1996 Plan shall
have been terminated) become available for subsequent option grants under the
1996 Plan. As provided in paragraph 13 hereof, the 1996 Plan shall become
effective on July 18, 1996, and unless terminated sooner pursuant to paragraph
14, the 1995 Plan shall terminate on July 17, 2006, and no option shall be
granted hereunder after that date.
3. Administration
The 1996 Plan shall be administered by the Board of Directors
of the Company, or, at the discretion a committee which is appointed by the
Board of Directors to perform such function (the "Committee"). The Committee
shall consist of not less than two members of the Board of Directors. Members of
the Committee shall not be eligible to participate in the 1996 Plan while a
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member of the Committee. Vacancies occurring in the membership of the
Committee shall be filled by appointment by the Board of Directors.
The Board of Directors or Committee shall have authority in
its discretion, subject to and not inconsistent with the express provisions of
the 1996 Plan, to grant options, to determine the purchase price of the Common
Stock covered by each option, the term of each option, the persons to whom, and
the time or times at which, options shall be granted and the number of shares to
be covered by each option; to designate options as Incentive Options or
Non-Qualified Options; to interpret the 1996 Plan; to prescribe, amend and
rescind rules and regulations relating to the 1996 Plan; to determine the terms
and provisions of the option agreements (which need not be identical) entered
into in connection with options under the 1996 Plan; and to make all other
determinations deemed necessary or advisable for the administration of the 1996
Plan. The Board or the Committee may delegate to one or more of its members or
to one or more agents such administrative duties as it may deem advisable, and
the Board or the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Board or the Committee or such person may have under the 1996
Plan.
4. Eligibility; Factors to be Considered in Granting Options
Incentive Options shall be limited to persons who are
employees of the Company or its present and future Subsidiaries and at the grant
of any option are in the employ of the Company or its present and future
Subsidiaries. In determining the employees to whom Incentive Options shall be
granted and the number of shares to be covered by each Incentive Option, the
Board or the Committee shall take into account the nature of the employees'
duties, their present and potential contributions to the success of the Company
and such other factors as it shall deem relevant in connection with
accomplishing the purposes of the 1996 Plan. An employee who has been granted an
option or options under the 1996 Plan may be granted an additional option or
options, subject, in the case of Incentive Options, to such limitations as may
be imposed by the Code on such options. Subject to paragraph 12 hereof, the
maximum numbers of shares subject to options which may be granted under the 1996
Plan to any employee of the Company shall be 500,000 shares per taxable year and
900,000 shares during the term of the 1996 Plan. Except as provided below, a
Non-Qualified Option may be granted to any person, including, but not limited
to, employees, independent agents, consultants and attorneys, who the Board or
the Committee believes has contributed, or will contribute, to the success of
the Company.
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5. Option Price
The purchase price of the Common Stock covered by each option
shall be determined by the Board or the Committee and in the case of an
Incentive Option, shall not be less than 100% of the Fair Market Value (as
defined in paragraph 15 below) of a share of the Common Stock on the date on
which the option is granted. In case of Non-Qualified Options the purchase price
shall be not less than the par value of a share of Common Stock. Such prices
shall be subject to adjustment as provided in paragraph 12 hereof. The Board or
the Committee shall determine the date on which an option is granted; in the
absence of such a determination, the date on which the Board or the Committee
adopts a resolution granting an option shall be considered the date on which
such option is granted.
6. Term of Options
The term of each option shall be not more than ten years from
the date of grant, as the Board or the Committee shall determine, subject to
earlier termination as provided in paragraphs 10 and 11 below and subject to
subparagraph 8 as to certain Incentive Options.
7. Exercise of Options
Subject to the provisions of the 1996 Plan and unless
otherwise provided in the option agreement, options granted under the 1996 Plan
shall become exercisable as determined by the Board or the Committee. In its
discretion, the Board or the Committee may, in any case or cases, prescribe that
options granted under the 1996 Plan become exercisable in installments or
provide that an option may be exercisable in full immediately upon the date of
its grant. The Board or the Committee may, in its sole discretion, also provide
that an option granted pursuant to the 1996 Plan shall immediately become
exercisable in full upon the happening of any of the following events: (i) the
first purchase of shares of Common Stock pursuant to a tender offer or exchange
offer (other than an offer by the Company) for all, or any part of, the Common
Stock, (ii) the approval by the stockholders of the Company of an agreement for
a merger in which the Company will not survive as an independent, publicly owned
corporation, a consolidation, or a sale, exchange or other disposition of all or
substantially all of the Company's assets, (iii) with respect to an employee, on
his or her 65th birthday, or (iv) with respect to an employee, on the employee's
involuntary termination from employment. In the event of a question or
controversy as to whether or not any of the events hereinabove described has
taken place, a determination by the Board or the Committee that such event has
or has not occurred shall be conclusive and binding upon the Company and
participants in the 1996 Plan.
Any option at any time granted under the 1996 Plan may contain
a provision to the effect that the optionee (or any
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persons entitled to act under paragraph 11 hereof) may, at any time at which the
Fair Market Value (as defined in paragraph 15 below) is in excess of the
exercise price and prior to exercising the option, in whole or in part, request
that the Company purchase all or any portion of the option as shall then be
exercisable at a price equal to the difference between (i) an amount equal to
the option price multiplied by the number of shares subject to that portion of
the option in respect of which such request shall be made and (ii) an amount
equal to such number of shares multiplied by the Fair Market Value of the
Company's Common Stock (within the meaning of Section 422 of the Code and the
regulations promulgated thereunder) on the date of purchase. The Company shall
have no obligation to make any purchase pursuant to such request, but if it
elects to do so, such portion of the option as to which the request is made
shall be surrendered to the Company. The purchase price for the portion of the
option to be so surrendered shall be paid by the Company, at the election of the
Board or the Committee either in cash or in shares of Common Stock (valued as of
the date and in the manner provided in clause (ii) above), or in any combination
of cash and Common Stock, which may consist, in whole or in part, of shares of
authorized but unissued Common Stock or shares of Common Stock held in the
Company's treasury. No fractional share of Common Stock shall be issued or
transferred and any fractional share shall be disregarded. Shares covered by
that portion of any option purchased by the Company pursuant hereto and
surrendered to the Company shall not be available for the granting of further
options under the Plan. All determinations to be made by the Company hereunder
shall be made by the Board or the Committee.
Any option at any time granted under the 1996 Plan may also
contain a provision to the effect that the payment of the exercise price may be
made by delivery to the Company by the optionee of an executed exercise form
together with irrevocable instructions to a broker-dealer to sell or margin a
sufficient portion of the shares sold or margined and deliver the sale or margin
loan proceeds directly to the Company to pay for the exercise price.
An option may be exercised, at any time or from time to time
(subject, in the case of Incentive Options, to such restrictions as may be
imposed by the Code), as to any or all full shares as to which the option has
become exercisable until the expiration of the period set forth in paragraph 6
hereof, by the delivery to the Company, at its principal place of business of
(i) written notice of exercise in the form specified by the Board or the
Committee specifying the number of shares of Common Stock with respect to which
the option is being exercised and signed by the person exercising the option as
provided herein, (ii) payment of the purchase price; and (iii) in the case of
Non-Qualified Options, payment in cash of all withholding tax obligations
imposed on the Company by reason of the exercise of the option. Upon acceptance
of such notice, receipt of payment
17
<PAGE>
in full, and receipt of payment of all withholding tax obligations, the Company
shall cause to be issued a certificate representing the number of shares of
Common Stock purchased. In the event the person exercising the option delivers
the items specified in (i) and (ii) of this subparagraph, but not the item
specified in (iii) hereof, if applicable, the option shall still be considered
exercised upon acceptance by the Company for the full number of shares of Common
Stock specified in the notice of exercise but the actual number of shares issued
shall be reduced by the smallest number of whole shares of Common Stock which,
when multiplied by the Fair Market Value of the Common Stock as of the date the
option is exercised, is sufficient to satisfy the required amount of withholding
tax.
The purchase price of the shares as to which an option is
exercised shall be paid in full at the time of exercise. Payment shall be made
in cash, which may be paid by check or other instrument acceptable to the
Company; in addition, subject to compliance with applicable laws and regulations
and such conditions as the Board or the Committee may impose, the Board or the
Committee, in its sole discretion, may on a case-by-case basis elect to accept
payment in shares of Common Stock of the Company which are already owned by the
option holder, valued at the Fair Market Value thereof (as defined in paragraph
15 below) on the date of exercise; provided, however, that with respect to
Incentive Options, no such discretion may be exercised unless the option
agreement permits the payment of the purchase price in that manner.
Except as provided in paragraphs 10 and 11 below, no option
granted to an employee may be exercised at any time by such employee unless such
employee is then an employee of the Company or a Subsidiary.
8. Incentive Options
With respect to Incentive Options granted, the aggregate Fair
Market Value (determined in accordance with the provisions of paragraph 15 at
the time the Incentive Option is granted) of the Common Stock or any other stock
of the Company or its current or future Subsidiaries with respect to which
incentive stock options, as defined in Section 422 of the Code, are exercisable
for the first time by any employee during any calendar year (under all incentive
stock option plans of the Company and its parent and subsidiary corporation's,
as those terms are defined in Section 424 of the Code) shall not exceed
$100,000.
No Incentive Option may be awarded to any employee who
immediately prior to the date of the granting of such Incentive Option owns more
than 10% of the combined voting power of all classes of stock of the Company or
any of its Subsidiaries unless the exercise price under the Incentive Option is
at least 110% of
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the Fair Market Value and the option expires within five years from the date of
grant.
In the event of amendments to the Code or applicable
regulations relating to Incentive Options subsequent to the date hereof, the
Company may amend the provisions of the 1996 Plan, and the Company and the
employees holding options may agree to amend outstanding option agreements, to
conform to such amendments
9. Non-Transferability of Incentive Options
Incentive Options granted under the 1996 Plan shall not be
transferable otherwise than by will or the laws of descent and distribution, and
Incentive Options may be exercised during the lifetime of the optionee only by
the optionee. No transfer of an Incentive Option by the optionee by will or by
the laws of descent and distribution shall be effective to bind the Company
unless the Company shall have been furnished with written notice thereof and a
copy of the will and such other evidence as the Company may deem necessary to
establish the validity of the transfer and the acceptance by the transferor or
transferees of the terms and conditions of such option.
10. Termination of Employment
In the event that the employment of an employee to whom an
option has been granted under the 1996 Plan shall be terminated (except as set
forth in paragraph 11 below), such option may be, subject to the provisions of
the 1996 Plan, exercised (to the extent that the employee was entitled to do so
at the termination of his employment) at any time within thirty (30) days after
such termination, but not later than the date on which the option terminates;
provided, however, that any option which is held by an employee whose employment
is terminated for cause or voluntarily without the consent of the Company shall,
to the extent not theretofore exercised, automatically terminate as of the date
of termination of employment. As used herein, "cause" shall mean conduct
amounting to fraud, dishonesty, negligence, insubordination, failure to perform,
or engaging in competition or solicitations in competition with the Company and
breaches of any applicable employment agreement between the Company and the
optionee. Options granted to employees under the 1996 Plan shall not be affected
by any change of duties or position so long as the holder continues to be a
regular employee of the Company or any of its current or future Subsidiaries.
Any option agreement or any rules and regulations relating to the 1996 Plan may
contain such provisions as the Board or the Committee shall approve with
reference to the determination of the date employment terminates and the effect
of leaves of absence. Nothing in the 1996 Plan or in any option granted pursuant
to the 1996 Plan shall confer upon any employee any right to continue in the
employ of the Company or any of its Subsidiaries or parent or affiliated
companies or interfere in
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any way with the right of the Company or any such Subsidiary or parent or
affiliated companies to terminate such employment at any time.
11. Death of Employee
If an employee to whom an option has been granted under the
1996 Plan shall die while employed by the Company or a Subsidiary or within
thirty (30) days after the termination of such employment (other than
termination for cause or voluntary termination without the consent of the
Company), such option may be exercised, to the extent exercisable by the
employee on the date of death, by a legatee or legatees of the employee under
the employee's last will, or by the employee's personal representative or
distributees, at any time within one year after the date of the employee's
death, but not later than the date on which the option terminates.
12. Adjustments Upon Changes in Capitalization, Etc.
Notwithstanding any other provision of the 1996 Plan, the
Board or the Committee may, at any time, make or provide for such adjustments to
the 1996 Plan, to the number and class of shares issuable thereunder, in the
aggregate or to any executive officer, or to any outstanding options as it shall
deem appropriate to prevent dilution or enlargement of rights, including
adjustments in the event of changes in the outstanding Common Stock by reason of
stock dividends, split-ups, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations, liquidations
and the like. In the event of any offer to holders of Common Stock generally
relating to the acquisition of their shares, the Board or the Committee may make
such adjustment as it deems equitable in respect of outstanding options and
rights, including in its discretion revision of outstanding options and rights
so that they may be exercisable for the consideration payable in the acquisition
transaction. Any such determination by the Board or the Committee shall be
conclusive. Any fractional shares resulting from such adjustments shall be
eliminated.
13. Effective Date
The 1996 Plan shall become effective on July 18, 1996, the
date of adoption of the Board of Directors, provided it is approved by the
stockholders of the Company on or prior to July 17, 1997.
14. Termination and Amendment
The Board of Directors of the Company may suspend, terminate,
modify or amend the 1996 Plan, provided that any amendment that would increase
the aggregate number of shares which may be issued under the 1996 Plan or to any
executive
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officer, materially increase the benefits accruing to participants under the
1996 Plan, or materially modify the requirements as to eligibility for
participation in the 1996 Plan, shall be subject to the approval of the
Company's stockholders, except that any such increase or modification that may
result from adjustments authorized by paragraph 12 hereof does not require such
approval. No suspension, termination, modification or amendment of the 1996 Plan
may, without the consent of the employee to whom an option shall theretofore
have been granted, adversely affect the rights of such employee under such
option.
15. Miscellaneous
As said term is used in the 1996 Plan, the "Fair Market Value"
of a share of Common Stock on any day means: (a) if the principal market for the
Common Stock is a national securities exchange or the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") the closing sales price
of the Common Stock on such day as reported by such exchange or NASDAQ, or on a
consolidated tape reflecting transactions on such exchange or system, or (b) if
the principal market for the Common Stock is not a national securities exchange
or NASDAQ the mean between the highest bid and lowest asked prices for the
Common Stock on such day as reported by NASDAQ or the National Quotation Bureau,
Inc.; provided that if clauses (a) and (b) of this paragraph are inapplicable,
or if no trades have been made or no quotes are available for such day, the Fair
Market Value of the Common Stock shall be determined by the Board or the
Committee whose determination shall be conclusive as to the Fair Market Value of
the Common Stock.
The Board or the Committee may require, as a condition to the
exercise of any options granted under the 1996 Plan, that to the extent required
at the time of exercise, (i) the shares of Common Stock reserved for purposes of
the 1996 Plan shall be duly listed, upon official notice of issuance, upon stock
exchange(s) on which the Common Stock is listed, (ii) a Registration Statement
under the Securities Act of 1933, as amended, with respect to such shares shall
be effective, and/or (iii) the person exercising such option deliver to the
Company such documents, agreements and investment and other representations as
the Board or the Committee shall determine to be in the best interests of the
Company.
During the term of the 1996 Plan, the Board or the Committee,
in its discretion, may offer one or more optionholders the opportunity to
surrender any or all unexpired options for cancellation or replacement. If any
options are so surrendered, the Board or the Committee may then grant new
Non-Qualified or Incentive Options to such holders for the same or different
numbers of shares at higher or lower exercise prices than the surrendered
options. Such new options may have a different term
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and shall be subject to the provisions of the 1996 Plan the same as any other
option.
Anything herein to the contrary notwithstanding, the Board or
the Committee may, in their sole discretion, impose more restrictive conditions
on the exercise of an option granted pursuant to the 1996 Plan; however, any and
all such conditions shall be specified in the option agreement limiting and
defining such option.
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INTEGRATED BRANDS INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 12, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard E. Smith and Gerard M. Tucci, and
each of them, Proxies, with full power of substitution in each of them, in the
name, place and stead of the undersigned, to vote at the Annual Meeting of
Stockholders of Integrated Brands Inc. on Thursday, September 12, 1996, at 10:00
a.m. (local time) at the offices of Tenzer Greenblatt LLP, 405 Lexington Avenue,
New York, New York 10174, 14th Floor, or at any adjournment or adjournments
thereof, according to the number of votes that the undersigned would be entitled
to vote if personally present, upon the following matters:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all
below). nominees listed below.
Richard E. Smith, Gerard M. Tucci, Karl Eller,
Benjamin Raphan and David M. Smith
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)
_______________________________________________________________________________
(Continued and to be signed on reverse side)
<PAGE>
2. FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE PROPOSAL TO ADOPT THE COMPANY'S 1996 STOCK OPTION PLAN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE.
IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THOSE NOMINEES
LISTED ABOVE.
DATED: __________________, 1996 Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorney, executor,
administrator, 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
Please mark, sign, date and return this proxy card promptly using the enclosed
envelope.
