SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by registrant X Filed by a party other than
--- 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
- ---Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
ORIGINAL ITALIAN PASTA PRODUCTS CO., INC.
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------
(Name of Person[s] Filing Proxy Statement, if other than the
Registrant)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1), or
14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
- --- $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: COMMON STOCK
(2) Aggregate number of securities to which transactions
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined).: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
- --- 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:
ORIGINAL ITALIAN PASTA PRODUCTS CO, INC.
32 AUBURN STREET
CHELSEA, MA 02150
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 23, 1996
To the shareholders of Original Italian Pasta Products Co., Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
Original Italian Pasta Products Co., Inc. will be held at the offices of
Original Italian Pasta Products Co., Inc., 32 Auburn Street, Chelsea,
Massachusetts on December 23, 1996 at 10:00 o'clock A.M., Eastern Standard
Time, for the following purposes:
1. To elect three (3) directors to the Board of Directors of the Company.
The Directors nominated for election are: Paul K. Stevens, Walter D.
Wekstein and Steven S. Zenlea.
2. To consider and act upon the matter of ratifying the selection of Price
Waterhouse L.L.P. as independent accountants for the Company for the
fiscal year ending June 30, 1997.
3. To consider and vote upon all other matters which may properly come
before the meeting or any adjournment or adjournments thereof.
Only shareholders of record of the Company at the close of business on
November 22, 1996 are entitled to notice of and to vote at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE VOTED AT THE MEETING WHETHER OR NOT YOU
PLAN TO ATTEND IN PERSON. EVEN IF YOU EXPECT TO ATTEND, PLEASE SIGN, DATE,
AND MAIL THE ENCLOSED PROXY IN THE SEALED ENVELOPE, SO THAT YOUR SHARES OF
STOCK WILL BE REPRESENTED AT THE MEETING.
A shareholder executing the enclosed proxy has the power to revoke it at
any time prior to the exercise thereof by advising the Company of said
revocation in person at the Annual Meeting or by a writing addressed to the
President of the Company.
Dated: December 5, 1996.
PAUL K. STEVENS
Chairman of the Board,
Chief Executive Officer,
Chief Operating Officer and President
ORIGINAL ITALIAN PASTA PRODUCTS CO, INC.
32 AUBURN STREET
CHELSEA, MA 02150
ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
THIS SOLICITATION OF PROXIES IS BEING MADE BY THE BOARD OF DIRECTORS OF
ORIGINAL ITALIAN PASTA PRODUCTS CO., INC. (THE "COMPANY"). The Company
will bear the cost of solicitation. There will be no solicitation other
than by mail, telephone, or direct contact by officers, directors, and
employees of the Company. The Company will reimburse all expenses incurred
by brokerage houses, custodians, nominees and fiduciaries who mail copies
of this proxy statement, the proxy, and the notice of meeting to beneficial
owners. December 5, 1996 is the approximate date on which this proxy
statement and the accompanying form of proxy are first available to
security holders.
The Board of Directors has fixed the close of business on November 22, 1996
as the record date for the determination of the holders of common stock
entitled to notice of, and to vote at, the Annual Meeting.
The Company's only class of stock outstanding is its common stock, $.02 par
value, of which there were 1,899,885 shares outstanding as of the record
date and which are entitled to vote at the Annual Meeting.
A shareholder executing the enclosed proxy has the power to revoke it at
any time prior to the exercise thereof by advising the Company of said
revocation in person at the Annual Meeting or by a writing addressed to the
President of the Company.
The Annual Report of the Company for the fiscal year ended June 30, 1996 is
being mailed to the shareholders along with this proxy statement and the
accompanying proxy and notice of meeting.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE AND UPON WRITTEN REQUEST OF ANY
PERSON WHO IS SOLICITED BY THIS PROXY SOLICITATION BUT WHO DOES NOT RECEIVE
THE COMPANY'S FORM 10-KSB AND ANY AMENDMENTS THERETO (MAILED TO SHAREHOLDERS
AS THE ANNUAL REPORT OF THE COMPANY) FOR THE FISCAL YEAR ENDED JUNE 30,
1996, A COPY OF THE COMPANY'S FORM 10-KSB AND ANY AMENDMENTS THERETO
(INCLUDING THE FINANCIAL STATEMENTS AND THEIR SCHEDULES, BUT NOT INCLUDING
THE EXHIBITS) FOR THE FISCAL YEAR ENDED JUNE 30, 1996. THE EXHIBITS TO THE
FORM 10-KSB AND ANY AMMENDMENTS THERETO ARE AVAILABLE UPON PAYMENT OF
REASONABLE DUPLICATION AND MAILING EXPENSES. REQUESTS FOR SUCH FORM 10-KSB,
AND ANY AMENDMENTS THERETO AND/OR EXHIBITS SHOULD BE ADDRESSED IN WRITING TO
MR. PETER STEVENS, TREASURER, ORIGINAL ITALIAN PASTA PRODUCTS CO., INC.,
32 AUBURN STREET, CHELSEA, MA 02150.
PRINCIPAL AND MANAGEMENT SHAREHOLDERS
The following table sets forth certain information as of September 30, 1996
with respect to the common stock of the Company owned by (1) any person
(including any "group" as that term is defined in the Securities Exchange
Act of 1934) who is known to the Company to be a beneficial owner of more
than five percent (5%) of the outstanding common stock of the Company,
(2) each director of the Company, (3) the named executive officer, Paul
Stevens and (4) all directors and officers of the company as a group:
Name and Address Amount and Nature Percent
of Beneficial Owner (1) of Beneficial Ownership (1) of Class
- ----------------------- --------------------------- --------
Paul K. Stevens 445,700 (2) 19%
Chairman of the Board,
Chief Executive Officer,
Chief Operating Officer,
and President
1088 Main Street
Hingham, MA 02043
Katy Industries, Inc. 453,585 19%
6300 So. Syracuse Way,
Suite 300
Englewood, CO 80111
Steven S. Zenlea 60,000 (3) 3%
Director
3 Sawmill Pond Road
Sharon, MA 02067
Peter Stevens, 51,567 (4) 2%
Treasurer
130 Brookline Street
Needham, MA 02192
Walter D. Wekstein 10,000 (5) *
Clerk, Director
282 Beacon Street
Boston, MA 02116
All Officers and Directors 561,267 (2,3,4,5) (6) 24%
as a group ( persons)
* Less than one percent.
(1) Includes 1,899,885 shares issued and outstanding plus shares subject to
currently exercisable options and/or warrants held by the person or group.
(2) Includes 170,000 shares subject to currently exercisable options.
(3) Includes 20,000 shares granted in fiscal year 1995 to replace expired
options. Includes buyback of the 10,000 shares by Company in August,
1995. All shares are subject to currently exercisable options.
(4) Includes 36,567 shares subject to currently exercisable options, when used.
(5) Represents shares subject to currently exercisable options.
(6) Includes 282,567 shares subject to currently exercisable options and
warrants.
_____________________________________________________________________________
PROPOSAL 1
ELECTION OF DIRECTORS
Messrs. Stevens, Wekstein, and Zenlea have been nominated for election as
directors at the Annual Meeting of Shareholders of the Company. Each
currently serves as a director of the Company and was elected by the
shareholders at the last annual meeting. Directors serve until the next
annual meeting of shareholders and until their successors are elected and
qualified. In the event that any nominee for director should become
unavailable for election for any reason, the persons named in the proxy
have the right to use their discretion to vote for a substitute.
Directors Nominated for Election: Executive Officers
The following table sets forth certain information concerning the nominees
for election at the Annual Meeting as well as the Executive Officers of the
Company:
FIRST NOMINEE POSITION
ELECTED FOR WITH
NAME AGE DIRECTOR DIRECTOR COMPANY
--------------- --- -------- -------- --------
Paul K. Stevens 50 1985 Yes Chairman,
Chief Executive Officer
President and Chief
Operating Officer
Walter D. Wekstein 64 1986 Yes Clerk
Steven S. Zenlea 40 1995 Yes Director
Peter A. Stevens 53 N/A N/A Treasurer,
Vice President-Finance
Chief Financial Officer
Paul K. Stevens founded the company in June 1985. From 1978 to 1985, Mr.
Stevens was a partner in the management consulting firm of Stevens, Brown &
Company in Newburyport, Massachusetts which engaged in management consulting
to high growth, privately held small businesses on a contract basis.
Walter D. Wekstein was elected as the Clerk for the Company on June 20, 1985.
He became a Director of the Company in May 1986. Mr. Wekstein is a partner
in the law firm of Gadsby & Hannah LLP, Boston, Massachusetts, which has
been counsel to the Company for more than five years.
Steven S. Zenlea was President of Original Italian Pasta Products Co., Inc.
He rejoined the company as the Vice President of Manufacturing in June,
1992. From June 1991 through May 1992, Mr. Zenlea was an Account
Representative for Herbert V. Shuster, Inc. a Quincy, Massachusetts foods
research facility. Mr. Zenlea had previously been employed by the Company
from February 1988 through May 1991. Mr. Zenlea tendered his resignation
effective October 11, 1995. He was elected a director at the last Annual
Meeting.
Peter Stevens is the Treasurer and Chief Financial Officer of the Company.
Mr. Stevens worked as the Vice President and Controller of the International
Biotechnologies, Inc., a biotech company in New Haven, Connecticut from 1984
through 1989. There is no family relationship between Peter Stevens and
Paul K. Stevens.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Name and Principal Annual Compensation Awards
Position Year Salary Bonus Options/SARs (#)
- ---------------------- ---- ------ ------ ----------------
Paul K. Stevens, 1996 124,000 10,000 100,000
Chairman of the Board, 1995 103,533 25,000 0
CEO, and President 1994 121,593 26,940 110,000
INFORMATION ABOUT BOARD OF DIRECTORS AND COMMITTEES
MEETINGS
The company's Board of Directors held three meetings during fiscal year
1996. The Board has a standing compensation committee. All directors
attended more than 75% of all meetings of the Board and of the committees of
which they were members.
COMPENSATION COMMITTEE
The compensation committee establishes the compensation and other incentive
arrangements of each salaried employee. The Compensation Committee consists
of two members, currently Messrs. Paul K. Stevens and Walter D. Wekstein.
The compensation committee held one meeting in fiscal year 1996.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning the grant of
stock options in the fiscal year ended June 30, 1996 to the named executive
officer under the Company's 1987 Incentive Stock Option Plan:
% of Total
Options/SARs
Number of Securities Granted to Exercise or
Underlying Options/SARs Employees Base price Expiration
Name Granted in Fiscal Year ($/SH) Date
- --------------- ----------------------- -------------- --------- --------
Paul K. Stevens 100,000 40% 0.50 12/02/05
The following table sets forth certain information concerning the
unexercised options held on June 30, 1995, by the named executive officer:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR *
AND FISCAL YEAR END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY End (#) Options at FY End ($)
----------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
Paul K. Stevens 170,000 100,000 $(29,550) $0
______________________________________
* There were no option exercises by the named executive officer in fiscal
year 1996.
______________________________________
Compliance with Section 16(a) of the Exchange Act
In accordance with the provisions of Item 405 of Regulation S-K, the Company
knows of no delinquent filings under Section 16(a) of the Exchange Act
during the fiscal year ended June 30, 1996 except that Peter Stevens failed
to timely file Form 5 to report one transaction.
______________________________________
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends that the shareholders ratify the
appointment of Price Waterhouse L.L.P. as independent accountants to audit
the financial statements of the Company for the year ending June 30, 1997.
Price Waterhouse has no direct or indirect material financial interest in
the Company.
The affirmative vote of a majority of shareholders is not required for
ratification of Price Waterhouse L.L.P. In the event the shareholders fail
to ratify the appointment, the Board of Directors will not change the
appointment for the year ending June 30, 1997 but will consider it a
direction to select other auditors for the subsequent year. It is
understood that even if the selection is ratified, the Board of Directors,
in its discretion, may direct the appointment of a new independent
accountant at any time during the year if the Board feels that such a change
would be in the best interest of the company and its shareholders.
Representatives of Price Waterhouse L.L.P. will be present at the Annual
Meeting, will have the opportunity to make a statement if they wish and will
be available to respond to appropriate questions from shareholders.
LEGAL PROCEEDINGS
In 1991, Anthony Trio and Genevieve Trio filed suit against the Company and
Paul K. Stevens in Suffolk Superior Court (Boston, Massachusetts). The case
is number 91-2680-A. The Trio's complaint alleged that the Company committed
multiple breaches of the License Agreement (the "Agreement") dated July 12,
1985, with Anthony and Genevieve Trio (the "Trios"). For the alleged
violations, the Trios sought damages, declaratory relief, and termination of
the Agreement. In light of these claims, the Company filed counterclaims
against the Trios.
The court found in favor of the Company on all claims except for one minor
claim involving a technical breach of the Agreement; the company's products
were located in one store in the Trios' exclusive territorial area in the
North End of Boston. The court awarded only nominal damages of $1.00 for
such breach.
The Trios have appealed from the judgment and, as a result, the Company has
cross-appealed. Both parties appellate briefs were filed in April and
August, 1996, respectively. The Trios filed a Reply Brief to the Company's
cross appeal on August 5, 1996 and the Company has filed a Sur Reply. A
date for oral argument has not been scheduled, but it is likely to occur
within the next six to twelve months. A decision by the Appeals Court could
take as long as a year or more.
SHAREHOLDER PROPOSALS
As of the date of this Proxy Statement, the Company has not timely received
any proposals from shareholders to be voted upon at the annual meeting.
Shareholders who wish to submit proposals for consideration at the next
Annual Meeting should submit their proposals to the Company at its offices
in Chelsea, Massachusetts not later than July 31, 1997.
OTHER MATTERS
As of the date of this Proxy Statement, the only matters which Management
expects to be conducted at the Annual Meeting are the election of directors
and the ratification of the selection of Price Waterhouse L.L.P. as
accountants. However, if any other matters properly come before the meeting,
the persons named in the attached form of proxy are expected to vote the
proxy in accordance with their best judgment on such matters.
VOTING PROCEDURES
For both Proposals on the agenda, the holders of fifty-one percent (51%) in
interest of the common stock issued and outstanding, entitled to vote and
present in person or represented by proxy, will constitute a quorum.
Therefore holders of not less than 968,942 shares of common stock must be
present or represented by proxy for there to be a quorum. Shares represented
by all proxies received, including proxies that withhold authority for the
election of directors and/or abstain from voting on a Proposal, as well as
"broker non-votes," as discussed below, count toward establishing the
presence of a quorum.
Assuming the presence of a quorum, directors of the Company are elected by
plurality vote of the common stock present in person or represented by proxy
and voting in the election of directors. Shares may be voted for or withheld
from each nominee for election as director. Shares for which the vote is
withheld and "broker non-votes" will be excluded entirely and will have no
effect on the election of directors of the Company.
Under applicable rules, brokers who hold shares of the Company's Common
Stock in street name have the authority to vote the shares in the broker's
discretion on "routine" matters if they have not received specific
instructions from the beneficial owner of the shares. Proposal 1, the
uncontested election of directors, and Proposal 2, the ratification of
independent accountants, are "routine" matters for this purpose. With
respect to matters which are determined by the appropriate broker-dealer
regulatory organization to be "non-routine," brokers may not vote shares
held in street name without specific instructions from the beneficial owner.
If a broker holding shares in street name submits a proxy card on which the
broker physically lines out the matter (whether it is "routine" or
"non-routine") or does not indicate a specific choice ("for," "against" or
"abstain") on a matter that is "non-routine," that action is called a
"broker non-vote" as to that matter. If a broker submits a proxy but does
not indicate a specific choice on a "routine" matter, the shares will be
voted as specified in the proxy card. At this meeting of the Company's
stockholders, shares represented by such a proxy card would be voted "FOR"
Proposals 1 and 2.
Dated: December 5, 1996.
PAUL K. STEVENS
Chairman of the Board,
Chief Executive Officer,
Chief Operating Officer and President
