REVISED 3/19/98
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
|_| Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Concord Camera Corp.
----------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
(5) Total fee paid:
|_| Fee paid previously with preliminary materials
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- ------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- ------------------------------------------------------------------------------
(3) Filing Party:
- ------------------------------------------------------------------------------
(4) Date Filed:
- ------------------------------------------------------------------------------
<PAGE>
REVISED 3/19/98
CONCORD CAMERA CORP.
35 Mileed Way
Avenel, New Jersey 07001
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------
April 23, 1998
---------------
To the Shareholders of Concord Camera Corp.:
Notice is hereby given that the Annual Meeting of Shareholders of Concord
Camera Corp. (the "Company") will be held at the Sheraton Woodbridge Place
Hotel, 515 Route 1 South (New Jersey Turnpike - Exit 11), Iselin, New Jersey
08830, on Thursday, April 23, 1998, at 10:00 a.m., local time, for the following
purposes:
1. To elect directors for the ensuing year;
2. To ratify the selection of Ernst & Young LLP (Ernst & Young)
as independent auditors of the Company for the fiscal year
ending June 30, 1998; 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 March 2, 1998 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the meeting or any adjournments thereof.
Management requests all shareholders to sign and date the enclosed form of
proxy and return it in the postage paid, self-addressed envelope provided for
your convenience. Please do this whether or not you plan to attend the meeting.
Should you attend, you may, if you wish, withdraw your proxy and vote your
shares in person.
By Order of the Board of Directors
Brian King
Secretary
Avenel, New Jersey
March 13, 1998
1
<PAGE>
CONCORD CAMERA CORP,
------------
PROXY STATEMENT
dated March 13, 1998
---------------
FOR ANNUAL MEETING OF SHAREHOLDERS
to be held Thursday, April 23, 1998
---------------
This Proxy Statement is furnished by the Board of Directors (the "Board")
of CONCORD CAMERA CORP. (the "Company") in connection with the solicitation of
proxies to be voted at the Annual Meeting of Shareholders which will be held at
the Sheraton Woodbridge Place Hotel, 515 Route 1 South (New Jersey Turnpike Exit
11), New Jersey 08830, on Thursday, April 23, 1998, at 10:00 a.m., local time,
and all adjournments thereof (the "Annual Meeting"). The Board has fixed the
close of business on March 2, 1998 as the record date for the determination of
shareholders entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof.
Any shareholder giving a proxy will have the right to revoke it at any time
prior to the time it is voted. A proxy may be revoked by written notice to the
Company, Attention: Secretary, by execution of a subsequent proxy or by
attendance and voting in person at the Annual Meeting. Attendance at the Annual
Meeting will not automatically revoke the proxy. All shares represented by
effective proxies will be voted at the Annual Meeting or at any adjournment
thereof. Unless otherwise specified in the proxy (and except for "broker
non-votes" described below), shares represented by proxies will be voted (i) FOR
the election of management's nominees for directors, (ii) FOR the ratification
of the selection of Ernst & Young LLP ("Ernst & Young") as independent auditors
of the Company for the fiscal year ending June 30, 1998 ("Fiscal 1998"), and
(iii) in the discretion of the proxy holders with respect to such other matters
as may come before the Annual Meeting.
The Company's executive offices are located at 35 Mileed Way, Avenel, New
Jersey 07001. On or about March 13, 1998, this Proxy Statement, the accompanying
form of proxy, and the Annual Report of the Company for the fiscal year ended
June 30, 1997 ("Fiscal 1997"), including financial statements, are to be mailed
to each shareholder of record at the close of business on March 2, 1998.
As of March 2, 1998, the Company had issued and outstanding 10,937,973
shares of no par value, common stock (the "Common Shares"), the Company's only
class of voting securities outstanding. Each Common Share entitles the holder
thereof to one vote. The majority of all the outstanding Common Shares
constitutes a quorum at the Annual Meeting. Shares of Common Stock represented
by proxies that reflect abstentions and "broker non-votes" (i.e., Common Stock
represented at the Annual Meeting by proxies held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) will be counted as a vote
represented and voted at the Annual Meeting for purposes of determining the
number of votes required to approve a proposal. Shares of Common Stock
represented by proxies that withhold authority to vote for a nominee for
election as a director and broker non-votes will not be counted as a vote
represented and voted at the Annual Meeting for purposes of determining the
number of votes required to elect such nominee.
2
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS
Nominees for Election of Directors
Pursuant to Article III of the Company's By-laws, as amended, the Board has
fixed the number of directors constituting the entire Board at eight. All eight
directors are to be elected at the Annual Meeting, each to hold office until the
next annual meeting of shareholders and until his successor is duly elected and
qualified. In voting for directors, each shareholder is entitled to cast one
vote for each share held of record, either in favor of or against the election
of each nominee, or to abstain from voting on any or all nominees. It is
intended that the Common Shares represented by the enclosed form of proxy will
be voted in favor of the election of all of the nominees named below as
directors, all of whom are now directors of the Company, unless otherwise
specified in such proxy. If any of the nominees should become unavailable for
election, the Common Shares represented by such proxies will be voted for such
substitute nominees as may be nominated by the Board. The election of directors
requires the affirmative vote of a plurality of the votes cast by the holders of
the Common Shares present or represented and entitled to vote at the Annual
Meeting.
The following table sets forth information with respect to each nominee for
director, all of whom are currently serving as directors of the Company. The
information has been furnished to the Company by the individual named.
<TABLE>
<CAPTION>
Year First
Elected/
Nominated
Name of Nominee Age Director Positions and Offices with the Company
<S> <C> <C> <C>
Ira B. Lampert (1) ................52 1993 Chairman, Chief Executive Officer and
Director; Director of Concord Camera HK
Limited, Concord Camera GmbH, Concord
Camera UK Limited, Concord Camera Illinois
Corp. and Concord Camera France
Steve Jackel (2) .................62 1996 President, Chief Operating Officer and Director
Eli Arenberg (3) ..................70 1988 Director
Joel L. Gold (4) .................56 1991 Director
Morris H. Gindi (5) ...............53 1988 Director
J. David Hakman (6) ...............56 1993 Director
Ira J. Hechler (7) ...............79 1992 Director
Kent M. Klineman (8) ............. 65 1993 Director
</TABLE>
3
<PAGE>
- ---------------
(1) On July 13, 1994, Ira B. Lampert was appointed to the positions of Chairman
and Chief Executive Officer of the Company. Mr. Lampert was President and
Chief Operating Officer from June 1, 1993 through January 1, 1996, and has
been a Director of the Company since June 29, 1993. Mr. Lampert is also a
director of Concord Camera HK Limited, Concord Camera GmbH, Concord Camera
UK Limited, Concord Camera Illinois Corp. and Concord Camera France. From
April 1992 through May 30, 1993, Mr. Lampert's services were made available
to the Company under consulting agreements with Whitehall Enterprises Inc.
("WEI"), an investment banking company for the middle-market, of which Mr.
Lampert was the President from August 1990 through May 1993. During the
1980's through the early 1990's, Mr. Lampert also served as a director
and/or officer of Summit Ventures, Inc. and related entities which
developed and managed Ascutney Mountain Resort, a year-round destination
resort located in Vermont. Mr. Lampert is a Board Member of the Queens
College Foundation which is part of the City University of New York and is
the Treasurer of the Boys Brotherhood Republic, a non-profit organization
for underprivileged children in the New York City area.
(2) Effective January 1, 1996, Steve Jackel was appointed President, Chief
Operating Officer, and Director of the Company. From May 1, 1995 to
December 31, 1995, Mr. Jackel's services were rendered to the Company
pursuant to a consulting agreement dated May 1,1995 between the Company and
Harjac Consulting Corp., a corporation owned by Mr. Jackel. From February
1993 to November 1994, Mr. Jackel was President of McCrory's Corporation
and Chairman of McCrory Stores. From June 1992 through February 1993 he was
Co-President of McCrory Stores. From February 1991 through June 1992 he was
Executive Vice President Specialty Operation for McCrory Stores. Prior to
that time Mr. Jackel was an independent management consultant.
(3) Eli Arenberg joined the Company in April 1984 as Vice President of Sales
and Marketing and in September 1989 was promoted to Senior Vice President
of Sales. In February 1992, Mr. Arenberg retired from such positions and in
July 1994 made his services available to the Company under a consulting
agreement with ELA Enterprises, Inc. (the "ELA Enterprises Consulting
Agreement"), a Florida corporation wholly-owned by Mr. Arenberg.
(4) Joel L. Gold is currently Senior Managing Director of Inter Bank Capital
Group, LLC, an investment bank. From March 1996 through September 1997, Mr.
Gold was an Executive Vice President at L.T. Lawrence & Co., Inc., an
investment bank. From April 1995 through March 1996, Mr. Gold was a
managing director at Fector Detwiler & Co, Inc. an investment bank. From
January 1992 through April 1995, Mr. Gold was a director at Furman Selz
Incorporated, an investment bank. From April 1990 through December 1991,
Mr. Gold was a managing director at Bear, Stearns & Co. Inc., New York, New
York. From April 1971 through February 1990, Mr. Gold was a managing
director at Drexel Burnham Lambert. Mr. Gold is currently a member of the
board of directors of BCAM International, Life Medical Sciences and
Sterling Vision.
(5) Morris H. Gindi is the Chief Executive Officer of Notra Trading Inc.,
located in Woodbridge, New Jersey, and has served in such capacity since
1983. Notra Trading Inc. is an import agent in the housewares and domestics
industry. Mr. Gindi has over 27 years experience in importing.
(6) J. David Hakman is the owner and Chief Executive Officer of Hakman and
Company, Inc., a merchant banking concern, and a member of the National
Association of Securities Dealers, Inc. Mr. Hakman has been a director
since 1989 and a member of the Audit and Nominating Committees since 1991
of Hanover Direct, Inc., a firm engaged in the direct marketing business.
(7) Ira J. Hechler is a partner and a director of the investment firm Ira J.
Hechler & Associates located in New York, New York. Mr. Hechler has been
associated with such firm since June 1987. The firm's principal business is
holding stock, partnership interests and other property for investment
purposes. Mr. Hechler is currently a member of the board of directors of
The Leslie Fay Companies, Inc. and United States Banknote
4
<PAGE>
Corporation.
(8) Kent M. Klineman has been an attorney and private investor and has served
as a director of several closely- held companies during the past five
years. Mr. Klineman is a director, Secretary and a member of the
Compensation Committee of EIS International, Inc., a director and treasurer
of Sonoma Cutrer Vineyards, Inc., and a director of Dealers Alliance Credit
Corp. and Dealers Alliance Capital Corp. Mr. Klineman's initial nomination
to serve as director of the Company in 1993 was made by Mr. Hechler. See
"Certain Relationships and Related Transactions."
Meetings and Committees
In Fiscal 1997, the Board held six meetings of which two were telephonic.
The Board has an Audit Committee, a Compensation Committee, a Stock Option
Committee, an Executive Committee, an Ad Hoc Committee and a Nominating
Committee.
The Audit Committee, consisting of Kent M. Klineman (Chairman), J. David
Hakman and Eli Arenberg, reviews and reports to the Board with respect to
various auditing and accounting matters, including recommendations to the Board
as to the selection of the Company's independent auditors, the scope of audit
procedures, general accounting policy matters and the performance of the
Company's independent auditors. The Audit Committee held four meetings in Fiscal
1997.
The Compensation and Stock Option Committee, consisting of Joel L. Gold
(Chairman), Ira J. Hechler, and Morris Gindi, was formed to review and make
recommendations to the Board regarding all executive compensation matters. The
Compensation Committee held three meetings in Fiscal 1997.
The Nominating Committee, consisting of Ira B. Lampert, Joel Gold, Ira J.
Hechler and Kent Klineman, was formed to nominate those persons who shall be
invited to stand for election to the Board of Directors as management nominees
at any and all ensuing meetings of the shareholders of the Company or pursuant
to any actions with respect to the election of directors to be taken by written
consent of the shareholders. The Nominating Committee held one meeting in Fiscal
1997. The Nominating Committee has proposed the slate of directors proposed
herein. Shareholder suggestions of one or more nominees for election to the
Board may be sent in writing to the Nominating Committee, Attention: Chairman,
c/o the Company, 35 Mileed Way, Avenel, New Jersey 07001.
In Fiscal 1997, all of the directors attended at least 75% of the aggregate
of the total number of meetings of the Board and committees of which they were
members.
Directors Compensation
Non-employee members of the Board receive (i) an annual fee of $10,000,
(ii) a $2,500 annual fee for serving on each committee of the Board with the
Chairman thereof receiving a $3,500 annual fee, and (iii) a meeting fee of $750
for each meeting attended in person and $250 for each meeting attended
telephonically. In addition, under the Company's Incentive Plan each
non-employee director is entitled to receive options pursuant to a formula to
purchase up to 20,000 Common Shares upon his/her appointment as director. The
Incentive Plan also provides for the grant of an immediately exercisable option
to purchase 1,000 Common Shares on the date of the original grant and on each
anniversary of the original grant. Pursuant to this plan each non-employee
director (other than Eli Arenberg) received options to purchase 25,000 Common
Shares and Eli Arenberg received options to purchase 24,000 Common Shares.
As of December 22, 1996, all outstanding options held by directors of the
Company having an exercise price of $4.00 a share or more were revised as
follows:
(a) The number of shares of Common Stock covered by each option was
reduced by 25% (the reduction was applied first on a pro rata basis
against the unvested installments of each option).
5
<PAGE>
(b) The exercise price for 50% of the shares covered by the revised
option were repriced to be $2.00 per share, 25% were repriced to be
$2.50 per share, and 25% to be $3.00 per share.
(c) Vesting of the repriced options remained unchanged.
Mr. Arenberg, through a company controlled by him, is a party to a
consulting agreement with the Company. See "Certain Relationships and Related
Transactions."
6
<PAGE>
EXECUTIVE OFFICERS
The names of the current executive officers of the Company together with
certain biographical information for each of them (other than Mr. Lampert and
Mr. Jackel for whom biographical information is provided above) is set forth
below:
<TABLE>
<CAPTION>
<S> <C> <C>
Name of Executive Officer Age Positions and Offices with the Company
Ira B. Lampert ....................52... Chairman, Chief Executive Officer and Director
Steve Jackel .....................62.... President, Chief Operating Officer and Director
Eli Shoer ......................50...... Executive Vice President
Brian F. King ...................45... Vice President of Corporate and Strategic Development and
Managing Director of Concord Camera HK Limited
Lawrence Pesin ...................52. Vice President Global Marketing
Harlan I. Press ..................33.... Corporate Controller and Assistant Secretary
</TABLE>
Eli Shoer is Executive Vice President of the Company and has held such
position since August 1995. From April 1991 to August 1995, Mr. Shoer was
Director of Operations of Concord HK and managed the Company's manufacturing
facilities in the Far East. Mr. Shoer worked as Senior Vice President for
Operations of Keystone Camera Corporation from November 1990 through February
1991.
Brian F. King is currently Vice President of Corporate and Strategic
Development, Secretary and Managing Director of Concord Camera HK Limited and
has held such positions since August 1996. Mr. King joined the Company in March
1996 as Vice President of Corporate and Strategic Development. From June 1991
through February 1996, Mr. King was Managing General Partner of Cripple Creek
Associates, a partnership that built and operated two casinos in Cripple Creek,
Colorado.
Lawrence Pesin was appointed Vice President Global Marketing in February
1996. From December 1993 to January 1996, Mr. Pesin was Executive Vice President
of Pavion, Ltd., a cosmetics and fragrances manufacturer. From April 1992 to
December 1993, Mr. Pesin was Chief Executive Officer of Alfin Inc., an American
Stock Exchange listed manufacturer of cosmetics and fragrances. From December
1983 to April 1992, Mr. Pesin was Chief Executive Officer of Colonia Inc. an
international fragrance and cosmetics company.
Harlan I. Press was appointed Corporate Controller and Assistant Secretary
of the Company effective October 1, 1996. Mr. Press joined the Company in April
1994 and has held the position of Chief Accounting Officer since November 1994.
Mr. Press was a Senior Field Examiner for the CIT Group from April 1993 through
April 1994. From December 1991 through April 1993, Mr. Press served as the
Production Manager and Inventory Controller for Sandberg and Sikorski Diamond
Corp, a jewelry manufacturer. Prior to then Mr. Press was a Senior Accountant in
BDO Seidman's Audit Division.
7
<PAGE>
Section 16 Beneficial Ownership Reporting Compliance
The following officers and directors of the Company filed late reports
under Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") relating to Fiscal 1997: (i) Lawrence Pesin, Vice President
Worldwide Marketing and Sales, late filing of a Form 4 due August 10, 1997
reporting the purchase in a private transaction of 10,000 shares of Common Stock
and options to purchase 10,000 shares of Common Stock from a former employee of
the Company pursuant to the management equity provision of the Company's Stock
Incentive Plan and (ii) Brian F. King, Vice President of Corporate and Strategic
Development, late filing of a Form 4 due August 10, 1997 reporting the purchase
in a private transaction of 10,000 shares of Common Stock and options to
purchase 10,000 shares of Common Stock from a former employee of the Company
pursuant to the management equity provision of the Company's Stock Incentive
Plan. There are no known failures to file a required Form 3, 4 or 5 and no other
known late filings of a required Form 3, 4 or 5 during Fiscal 1997 by any person
required to file such forms with respect to the Company pursuant to Section 16
of the Exchange Act.
8
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION
I. SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards
Annual Compensation
<S> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (g) (i)
Securities All Other
Other Annual Underlying Compen
Fiscal Salary Bonus Compensation Options sation
Name and Principal Position Year ($) ($) ($) (#) ($)
Ira B. Lampert 1997 $545,205 -- $200,141 (1) 695,000 (4) $10,350(7)
Chief Executive Officer, and 1996 551,282 $100,000 (15) 220,432 (2) 245,000 (5) 18,289(7)
Chairman 1995 495,515 -- 196,648 (3) 600,000 (6) 11,477(7)
Steve Jackel 1997 400,000 -- 66,210 (8) 306,250 (4) 26,821 (7)
Chief Operating Officer, 1996 377,346 25,000(15) 36,237 (9) 300,000 (5) 38,631 (7)
President 1995 87,500 -- 7,500 (10) 100,000 --
Eli Shoer 1997 210,000 -- 75,000 (11) 66,250 (4) 1,600 (7)
Executive Vice President 1996 214,039 42,000(15) 75,000 (11) 10,000 (5) --
1995 207,037 -- 66,850 (11) 150,000 (6) --
Brian F. King 1997 170,000 -- 73,000 (12) 147,500 (4) 783 (7)
Vice President of Corporate and 1996 44,265 -- 3,105 (13) 87,500 (5) --
Strategic Development; 1995 -- -- -- -- --
Managing Director of Concord
Camera HK Limited
Lawrence Pesin 1997 181,250 -- 18,000 (14) 72,500 (4) --
Vice President Worldwide 1996 43,750 -- 4,500 (14) 87,500 (5) --
Marketing and Sales 1995 -- -- -- -- --
</TABLE>
(1) Includes $38,068, $102,036 and $45,360 paid for and to Mr. Lampert for
auto lease and costs, reimbursement of taxes and partial housing costs,
respectively.
(2) Includes $35,012, $122,775 and $54,461 paid for and to Mr. Lampert for
an auto lease and costs, reimbursement of taxes and partial housing
costs, respectively.
(3) Includes $46,558, $102,740 and $47,350 paid for and to Mr. Lampert for
an auto lease and costs, reimbursement of taxes and partial housing
costs, respectively.
(4) These options include options issued prior to Fiscal 1997 that were
canceled and repriced during Fiscal 1997.
(5) Includes shares purchased from the Company for $5.375 per share by a
loan from the Company and evidenced
9
<PAGE>
by full recourse promissory note secured by the Common Stock and does
not include an equal number of shares underlying a contingent
restricted stock award ("restricted stock award") which vest as
follows: 33 1/3% upon the Common Stock reaching a market price of
$10.00 by August 31, 1997; 66 2/3% upon the Common Stock reaching a
market price of $15.00 by February 28, 1999; and 100% upon the Common
Stock reaching a market price of $20.00 by August 31, 2000. See
"Certain Relationships and Related Transactions" for information
regarding substitution of options to purchase Common Stock for
contingent restricted stock awards.
(6) These options include options previously issued, canceled, repriced and
re-issued during Fiscal 1995.
(7) Represents amount paid by the Company for insurance premiums.
(8) Includes $33,825 and $32,385 paid to Mr.Jackel for an auto lease,
costs and tax reimbursement, respectively.
(9) Includes $27,414 and $8,823 paid to Mr. Jackel for an auto lease and
costs and travel expenses reimbursed to Harjac Consulting, of which
Mr. Jackel was a principal, respectively.
(10) Includes amounts paid to Harjac Consulting for auto expenses.
(11) Represents housing allowance paid to Mr. Shoer for living arrangements
in the Far East.
(12) Includes $18,000 paid to Mr. King for auto allowances and $55,000 for
housing allowance paid to Mr. King
for living arrangements in the Far East.
(13) Represents auto allowances paid to Mr. King.
(14) Represents auto allowances paid to Mr. Pesin.
(15) Represents bonus determined and paid by the Company in Fiscal 1996 on
account of Fiscal 1995 performance.
10
<PAGE>
<TABLE>
<CAPTION>
II. OPTION GRANTS IN FISCAL 1997
Potential Realizable
Individual Grants Annual Value at
assumed Rates of
Stock Price
Appreciation for
Option Term
Market
Price of
Number of % of Total Common
Securities Options Stock On
Underlying Granted to Exercise Date of
Name of Executive Options Employees Price Grant Expiration
Officer Granted in 1997 (1) ($/Sh) ($/sh)(2) Date 5% ($) 10% ($)
(a) (b) (c) (d) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C> <C>
Ira B. Lampert (3) 127,500 7.98% $2.000 -- Jul 31, 2003 160,368 406,404
97,500 6.10% $2.000 -- Sep 30, 2004 122,634 310,780
63,750 3.99% $2.500 -- Jul 31, 2003 100,230 254,003
48,750 3.05% $2.500 -- Sep 30, 2004 76,647 194,237
63,750 3.99% $3.000 -- Jul 31, 2003 120,276 304,803
48,750 3.05% $3.000 -- Sep 30, 2004 91,976 233,085
245,000 15.34% $1.813 -- Dec 21, 2006 279,269 707,721
Steve Jackel (3) 28,125 1.76% $2.000 -- May 01, 2005 35,375 89,648
14,063 0.88% $2.500 -- May 01, 2005 22,110 56,032
14,062 0.88% $3.000 -- May 01, 2005 26,531 67,234
75,000 4.70% $2.000 -- Feb 15, 2005 94,334 239,061
37,500 2.35% $2.500 -- Feb 15, 2005 58,959 149,413
37,500 2.35% $3.000 -- Feb 15, 2005 70,751 179,296
100,000 6.26% $1.813 -- Dec 21, 2006 113,987 288,866
Eli Shoer (3) 28,125 1.76% $2.000 -- Sep 30, 2004 35,375 89,648
14,062 0.88% $2.500 -- Sep 30, 2004 22,109 56,028
14,063 0.88% $3.000 -- Sep 30, 2004 26,532 67,238
10,000 0.63% $1.813 -- Dec 21, 2006 11,399 28,887
Brian F. King (3)(4) 22,500 1.41% $2.000 -- May 07, 2006 28,300 71,718
11,250 0.70% $2.500 -- May 07, 2006 17,688 44,824
11,250 0.70% $3.000 -- May 07, 2006 21,225 53,789
27,500 1.72% $1.813 -- Dec 21, 2006 31,346 79,438
25,000 1.57% $2.500 -- Apr 28, 2007 39,306 99,609
25,000 1.57% $2.750 -- Apr 28, 2007 43,237 109,570
25,000 1.57% $3.000 -- Apr 28, 2007 47,167 119,531
Lawrence Pesin (3)(4) 22,500 1.41% $2.000 -- May 07, 2006 28,300 71,718
11,250 0.70% $2.500 -- May 07, 2006 17,688 44,824
11,250 0.70% $3.000 -- May 07, 2006 21,225 53,789
27,500 1.72% $1.813 -- Dec 21, 2006 31,346 79,438
</TABLE>
(1) The Company granted incentive stock options under the Company's
Incentive Plan to purchase an aggregate of 986,000 shares and the
Company granted incentive stock options under the Lampert Plan, Jackel
Plan, King
11
<PAGE>
Plan and the Pesin Plan to purchase an aggregate 255,000 shares,
206,250 shares, 45,000 shares, 45,000 shares, respectively.
(2) The market price on the date of grant was either above or equal to the
option price on the date of the grant.
(3) These options include options issued prior to Fiscal 1997 that were
canceled and repriced during Fiscal 1997.
(4) Excludes a stock option for 10,000 Common Shares at $1.813 purchased in
a private transaction from a former employee of the Company pursuant to
the management equity provision of the Company's Stock Incentive Plan.
12
<PAGE>
<TABLE>
<CAPTION>
III. AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND FISCAL YEAR-END
OPTION VALUES
(a) (b) (c) (d) (e)
Shares Number of Securities Value of Unexercised In-the-
Acquired Underlying Unexercised Money Options at FY End
on Value Options at FY End (#) ($)(1)
Exercise Realized
Name (#) ($)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Ira B. Lampert -- -- 468,917 226,083 -- --
Steve Jackel -- -- 225,333 105,917 -- --
Eli Shoer -- -- 135,083 6,167 -- --
Lawrence Pesin -- -- 29,375 53,125 -- --
Brian F. King -- -- 54,375 103,125 -- --
(1) The closing price of the Company's Common Stock at 1997 Fiscal Year End was $2.50.
</TABLE>
Executive Employment Contracts, Termination of Employment and
Change-in-Control Arrangements
The employment agreement between the Company and Ira B. Lampert effective
July 1, 1993 was amended and restated as of May 1, 1997 (the "Lampert
Agreement"). The Lampert Agreement provides that Mr. Lampert serve in the
capacities of Chairman and Chief Executive Officer of the Company. The Lampert
Agreement provides for an annual salary of $500,000, has a term of four years
and provides for the term of employment to be automatically extended for one
additional day for each day of the term of employment that elapses in the event
that neither party notifies the other at any time during the term of employment
that it does not want the term of employment extended.
Under the Lampert Agreement, Mr. Lampert has been granted two sets of
Common Stock options. The first, an option to purchase 340,000 Common Shares was
amended and restated to 127,500 Common Shares at an exercise price of $2.00 per
share, 63,750 Common Shares at an exercise price of $2.50 per share and 63,750
Common Shares at an exercise price of $3.00 per share. This option is currently
exercisable as to 236,250 Common Shares and is exercisable as to the balance in
allotments of 9,375 Common Shares on each November 30, February 28 (or February
29 as the case may be), May 31 and August 31 until exercisable as to the entire
amount. Such options have anti-dilution provisions and are exercisable through
July 2003. The second option, an option to purchase 260,000 Common Shares was
amended and restated to 97,500 Common Shares at an exercise price of $2.00 per
share, 48,750 Common Shares at an exercise price of $2.50 per share and 48,750
Common shares at an exercise price of $3.00 per share. As of March 2, 1998, this
option is exercisable as to 176,250 Common Shares and is exercisable as to the
balance in allotments of 9,375 on each November 30, February 28 (or February 29
as the case may be), May 31 and August 31 until exercisable as to the entire
amount. Such options also have anti-dilution provisions and are exercisable
through September 2004.
In the Lampert Agreement, the Company agreed to adopt a supplemental
executive retirement plan (the "SERP") for the benefit of Mr. Lampert and shall
cause to be credited to this account $14,167 each month ("Monthly Credit") for
the benefit of Mr. Lampert. The balance in the SERP account will always be 100%
vested and non- forfeitable. Each time the Company credits a Monthly Credit to
the SERP account, the Company will also simultaneously contribute an amount
equal to such credit to a trust established for the purpose of accumulating
funds to satisfy the obligations incurred by the Company pursuant to the
establishment of the SERP. The Lampert Agreement
13
<PAGE>
prohibits Mr. Lampert from competing with the Company for a one-year period upon
expiration of the Lampert Agreement.
As of January 1, 1996, the Company and Steve Jackel entered into an
Employment Agreement (the "Jackel Agreement") whereby Mr. Jackel is employed as
President and Chief Operating Officer of the Company. Prior to entering into the
Jackel Agreement, Mr. Jackel rendered consulting services to the Company
pursuant to a Consulting Agreement, dated May 1, 1995, between the Company and
Harjac Consulting Corp., a corporation owned by Mr. Jackel, which agreement was
terminated upon the effective date of the Jackel Agreement. The Jackel Agreement
provides for an annual salary of $400,000, has a term of three years commencing
on January 1, 1996 and provides for automatic one- year renewals unless prior
written notice is given by either party. The Jackel Agreement prohibits Mr.
Jackel from competing with the Company for at least one year following the
termination of Mr. Jackel's employment.
Under the Jackel Agreement, Mr. Jackel has been granted Common Stock
options. The option to purchase 300,000 Common Shares was amended and restated
to 103,125 shares of the Company's Common Stock at an exercise price of $2.00
per share, 51,562 shares of the Company's Common Stock at an exercise price of
$2.50 per share and 76,563 shares of the Company's Common Stock of an exercise
price of $3.00 per share of which 205,000 were exercisable as of March 2, 1998
with the balance becoming exercisable in equal allotments of 750 Common Shares
on the Thursday of each successive week after March 2, 1998 through and
including December 31, 1998, as of which date such options shall be exercisable.
These options to acquire a total of 231,250 shares of Common Stock were not
granted pursuant to the Company's Incentive Plan. The options contain
anti-dilution provisions and are exercisable through February 15, 2006.
14
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Chief Executive Officer ("CEO"). The Lampert Agreement, pursuant to which
Mr. Lampert serves in the capacities of Chairman and Chief Executive Officer of
the Company, was amended and restated as of May 1, 1997. The Lampert Agreement
provides for an annual salary of $500,000, has a term of four years and provides
for the term of employment to be automatically extended for one additional day
for each day of the term of employment that elapses in the event that neither
party notifies the other at any time during the term of employment that it does
not want the term of employment extended. The Company agreed to adopt a SERP for
the benefit of Mr. Lampert and will cause the Monthly Credit to be credited to
this account for the benefit of Mr. Lampert. The balance in the SERP account
will always be 100% vested and non-forfeitable. Each time the Company credits a
Monthly Credit to the SERP account, the Company will also simultaneously
contribute an amount equal to such credit to a trust established for the purpose
of accumulating funds to satisfy the obligations incurred by the Company
pursuant to the establishment of the SERP. The Lampert Agreement prohibits Mr.
Lampert from competing with the Company for a one-year period upon expiration of
the Lampert Agreement. See "Executive Employment Contracts, Termination of
Employment and Change-in-Control Arrangements."
The Compensation Committee engaged the services of outside compensation
consultants to obtain information and advice about competitive levels of
compensation and particular compensation techniques of public companies of
comparable size (i.e., annual sales volume) for the installation of a new pay
package for Mr. Lampert as set forth in the Lampert Agreement. The Compensation
Committee approved the Lampert Agreement based on such subjective criteria as
(i) the complex international structure and operations of the Company, which are
equivalent to those of large international corporations although its revenues
are not, (ii) the contentious legal environment of the Company, (iii) the parity
of CEO pay with other existing executive officers of the Company and executive
officers to be hired in the future, (iv) the financial turn-around of the
Company, (v) prior pay practices of the Company for its former CEO, (vi) lack of
retirement plan, and (vii) the extensive amount of time and world-wide travel
that the CEO position entails (Mr. Lampert has spent, and continues to spend, a
significant amount of time at the Company's offices in Hong Kong, its
manufacturing facilities in China in addition to his travels to Japan, Eastern
and Western Europe and Central America).
Executive Officers Generally. The CEO recommends the level of compensation
of each executive officer to the Compensation Committee based on such subjective
criteria as the compensation of executives at corporations of similar size and
operations, years of service to the Company, the amount of time and travel the
position requires, the effort put forth during the past year and the desire to
encourage the long-term commitment of the executive. The Compensation Committee
considers each of these factors in determining whether to approve or modify the
CEO's recommendation. With respect to new executives, the CEO and the
Compensation Committee also take into consideration the results of any
arms-length negotiations between the Company and such executive. In addition, as
part of the compensation package of each executive, the CEO recommends, and the
Compensation Committee considers, the grant of stock options to each executive
based on the above factors. It is the Compensation Committee's policy to make
stock options as large a portion of an executive's gross compensation package as
is reasonable because of the benefits such long-term incentives provide to the
shareholders and the Company.
During Fiscal 1997, the Company's management stock purchase provisions were
amended to replace contingent stock awards with stock options and all
outstanding stock options with an exercise price of $4.00 or more were amended
to reduce the exercise price of, and the number of shares underlying, such
options. See "Directors Compensation" and "Certain Relationships and Related
Transactions".
Joel Gold
Ira J. Hechler
Morris Gindi
15
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPHS FOR
CONCORD CAMERA CORP.
The following graph reflects a comparison of the cumulative total
stockholder return (change in stock price plus reinvested dividends) of an
initial $100 investment on June 30, 1992 in the Company's Common Stock, the
Nasdaq Stock Market - US Index and a Peer Group Index. The Peer Group Index
comprises the members of the SIC Code 3860 (Photographic Equipment and Supplies)
as listed in the Nasdaq Stock Market 1997 Fact Book. The comparisons in this
table are required by the Securities and Exchange Commission. The stock price
performance shown on the graph is not intended to forecast or be indicative of
future price performance.
[GRAPHIC OMITTED]
LENS
Cumulative Total Return
6/92 6/93 6/94 6/95 6/96 6/97
Concord Camera Corp. LENS 100 78 43 66 46 37
Peer Group PPEER1 100 105 104 119 163 205
Nasdaq Stock Market (U.S.) INAS 100 126 127 169 218 265
16
<PAGE>
BENEFICIAL OWNERSHIP
The following table sets forth certain information as of March 2, 1998 with
respect to (i) those persons or groups known to the Company to beneficially own
more than 5% of the Common Stock, (ii) each of the directors and nominees of the
Company, (iii) the Company's executive officers named in the summary
compensation table, and (iv) the Company's directors and executive officers as a
group: <TABLE> <CAPTION>
Name and Address of Beneficial Owner Amount and Nature of Percent of
Beneficial Ownership (1) Class (1)
(i) Beneficial Owners of More than 5% of Common Shares
<S> <C> <C>
Deltec Asset Management 1,708,060 15.6%
535 Madison Avenue
New York, New York 10022
Theodore H. Kruttschnitt 1,205,000 11.0%
1350 Bayshore Blvd., Suite 850
Burlingame, California 94010
(ii) Directors and Nominees of the Company
Ira B. Lampert 1,639,233 (2)(3) 15.0%
Concord Camera Corp
35 Mileed Way
Avenel, New Jersey 07001
Steve Jackel 1,639,233 (2)(4) 15.0%
Concord Camera Corp
35 Mileed Way
Avenel, New Jersey 07001
Eli Arenberg 81,750 (5) *
9578 Harbour Lake Circle
Boynton Beach, Florida 33437
Joel Gold 30,250 (6) *
Inter Bank
Rockefeller Center
630 - 5th Avenue
Suite 1820
New York, New York 10111
Morris Gindi 29,750 (7) *
Notra Trading, Inc.
One Woodbridge Center Drive
Woodbridge, New Jersey
17
<PAGE>
J. David Hakman 49,750 (8) *
Hakman & Co., Inc.
Suite 300
1350 Bayshore Highway
Burlingame, California 94010
Ira J. Hechler 465,750 (9) 4.3%
Ira J. Hechler and Associates
45 Rockefeller Plaza
New York, New York 10111
Kent M. Klineman 128,000 (10) 1.2%
Klineman Associates, Inc
1270 Avenue of the Americas
New York, New York 10020
(iii) Executive Officers
Eli Shoer 1,639,233 (2)(11) 15.0%
Concord Camera Corp
35 Mileed Way
Avenel, New Jersey 07001
Brian F. King 1,639,233 (2)(12) 15.0%
Concord Camera Corp
35 Mileed Way
Avenel, New Jersey 07001
Lawrence Pesin 1,639,233 (2)(13) 15.0%
Concord Camera Corp
35 Mileed Way
Avenel, New Jersey 07001
Keith Lampert 1,639,233 (2)(14) 15.0%
Concord Camera Corp
35 Mileed Way
Avenel, New Jersey 07001
Arthur Zawodny 1,639,233 (2)(15) 15.0%
Concord Camera Corp
35 Mileed Way
Avenel, New Jersey 07001
(iv) All executive officers and directors as a group (13 persons) 2,424,483 22.2%
* Indicates less than 1%.
(1) All information is as of March 2,1998 and was determined in accordance with
Rule 13d-3 under the Exchange Act based upon information furnished by the
persons listed or contained in filings made by them with the Commission. As
of March 2, 1998, the Company had issued and outstanding 10,937,973 Common
Shares, the Company's only class of voting securities outstanding. Unless
otherwise indicated, beneficial ownership disclosed consists of sole voting
and dispositive power.
18
<PAGE>
(2) Represents the total number of shares which are beneficially owned by a
group comprising Ira B. Lampert, Steve Jackel, Eli Shoer, Brian F. King,
Lawrence Pesin, Keith Lampert and Arthur Zawodny as a result of the terms
of an Amended and Restated Voting Agreement, dated as of February 28, 1997
(the "Voting Agreement") pursuant to which each party to the Voting
Agreement agreed to vote any purchased shares or option shares acquired by
such party under the Company's Incentive Plan in accordance with the will
of the holders of a majority of all the shares issued under the Company's
Incentive Plan.
(3) Includes 53,850 shares purchased in the open market, 245,000 shares
purchased pursuant to a purchase agreement with the Company and 530,917
shares underlying stock options, as to all of which such person has sole
dispositive power. Excludes 164,083 shares underlying options which will
not become exercisable within 60 days of March 2, 1998.
(4) Includes 100,000 shares purchased pursuant to a purchase agreement with the
Company and 253,333 shares underlying stock options, as to all of which
such person has sole dispositive power. Excludes 77,917 shares underlying
options which will not become exercisable within 60 days of March 2, 1998.
(5) Represents 28,000 shares purchased in the open market and 53,750 shares
underlying stock options.
(6) Represents 10,500 shares purchased in the open market and 19,750 shares
underlying stock options.
(7) Represents 10,000 shares purchased in the open market and 19,750 shares
underlying stock options.
(8) Includes 30,000 shares purchased in the open market and 19,750 shares
underlying stock options.
(9) Represents 446,000 shares purchased in the open market and 19,750 shares
underlying stock options.
(10) Represents 108,250 shares purchased in the open market and 19,750 shares
underlying stock options.
(11) Includes 10,000 shares purchased pursuant to a purchase agreement with the
Company and 136,083 shares underlying stock options, as to all of which
such person has sole dispositive power. Excludes 5,167 shares underlying
options which will not become exercisable within 60 days of March 2, 1998.
(12) Includes 27,500 shares purchased pursuant to a purchase agreement with the
Company, 10,000 shares purchased in a private transaction from a former
employee of the Company pursuant to the Management Equity provision of the
Company's Stock Incentive Plan and 83,125 shares underlying stock options,
as to all of which such person has sole dispositive power. Excludes 74,375
shares underlying options which will not become exercisable within 60 days
of March 2, 1998
(13) Includes 27,500 shares purchased pursuant to a purchase agreement with the
Company, 10,000 shares purchased in a private transaction from a former
employee of the Company pursuant to the Management Equity provision of the
Company's Stock Incentive Plan and 33,125 shares underlying stock options,
as to all of which such person has sole dispositive power. Excludes 49,375
shares underlying options which will not become exercisable within 60 days
of March 2, 1998.
(14) Includes 20,000 shares purchased in the open market, 5,000 shares purchased
in a private transaction from a former employee of the Company pursuant to
the Management Equity provision of the Company's Stock Incentive Plan and
55,417 shares underlying stock options, as to all of which such person has
sole dispositive power. Excludes 34,583 shares underlying options which
will not become exercisable within 60 days of March 2, 1998.
(15) Includes 7,000 shares pursuant to a purchase agreement with the Company and
31,383 shares underlying stock options, as to all of which such person has
sole dispositive power. Excludes 17,617 shares underlying options which
will not become exercisable within 60 days of March 2, 1998.
19
<PAGE>
Certain Relationships and Related Transactions
At June 30, 1997, the Company was indebted to Mr. Benun for certain loans
made by him to the Company in the principal amount of $100,000, which amount
bears interest at a rate per annum equal to 2% over CIT's prime lending rate.
The Company incurred approximately $11,000 in interest expense in Fiscal 1997 in
connection with the loans from Mr. Benun and suspended payment of the loans. The
Company believes that any amounts which may otherwise have been due Mr. Benun
will be offset by the amounts which Mr. Benun will be found to owe the Company
when all claims by the Company against Mr. Benun are finally arbitrated or
adjudicated.
The Company and Mr. Benun entered into and executed a Pledge Agreement on
each of March 7, 1994 and April 6, 1994 to secure the prompt payment of any
liability to the Company that Mr. Benun may incur as a result of the matters
then under investigation. Mr. Benun was terminated as Chief Executive Officer on
July 14, 1994. The Company holds 30,770 shares of the Company's Common Stock
owned by Mr. Benun and pledged to the Company in connection with the Pledge
Agreement.
On August 1, 1994 ELA Enterprises, Inc., a Company owned by Eli Arenberg,
was granted an option under the Company's Incentive Plan to purchase 10,000
Common Shares at an exercise price of $3.00 per share, 10,000 Common Shares at
an exercise price of $4.00 per share and 10,000 Common Shares at an exercise
price of $5.00 per share, in connection with consulting services provided by Mr.
Arenberg to the Company pursuant to the ELA Enterprises, Inc. Consulting
Agreement. All options previously granted to Mr. Arenberg were canceled. In
addition, ELA Enterprises, Inc. will be paid at an hourly rate for consulting
services provided to the Company. Selling expenses include $48,000 and $26,000
for such consulting services and related expenses during the fiscal years ended
June 30, 1997 and 1996, respectively.
On August 23, 1995, the Compensation Committee of the Board approved stock
purchase awards under the Company's Incentive Plan pursuant to which 500,000
Common Shares were made available for purchase by senior management of the
Company at a price per share equal to $5.375 per share (the closing price of the
Common Stock on August 23, 1995) pursuant to binding commitments to be made by
such persons by August 31, 1995. The Company received commitments for the
purchase of 444,000 of such shares. Each purchaser was also granted the right to
receive a contingent restricted stock award covering a number of shares equal to
the number of shares purchased by such purchaser. The contingent restricted
stock was to be issued based upon attainment of increases in shareholder value
in accordance with the Incentive Plan as follows:
Percentage of Restricted Stock Fair Market Value Latest Attainment Date
331/3% $10.00 August 31, 1997
662/3% $15.00 February 28, 1999
100% $20.00 August 31, 2000
If issued, such contingent restricted shares were to vest over a three-year
period and were subject to forfeiture prior to vesting under certain conditions.
Pursuant to purchase agreements (the "Purchase Agreements"), members of the
Company's senior management purchased shares of Common Stock (the "Purchased
Shares") pursuant to the terms of the Management Equity Provisions of the
Company's Incentive Plan. As payment for such shares, each purchaser executed a
full recourse note for the purchase price of such shares (each a "Note";
collectively, the "Notes") and pledged the Purchased Shares as security for the
payment of the Note. The Notes mature five years from the date of purchase (May
7, 1996 in the case of Notes executed by Brian F. King and Lawrence Pesin and
November 7, 1995 in the case of Notes executed by all other purchasers) and bear
interest at 6%.
20
<PAGE>
Concurrently with the execution of their respective Purchase Agreements and
Notes, each purchaser entered into a Voting Agreement pursuant to which each
purchaser agreed to vote all of his Purchased Shares and contingent restricted
stock in accordance with the determination of the holders of a majority of all
of the Purchased Shares and contingent restricted stock held by the purchasers.
To effect the foregoing, each of the purchasers delivered to Mr. Lampert an
irrevocable proxy and agreed that prior to any transfer of Purchased Shares and
contingent restricted stock, such purchaser will cause the transferee (A) to
agree in writing with Mr. Lampert to be bound by the provisions of the Voting
Agreement and (B) to execute and deliver to Mr. Lampert an irrevocable proxy.
Pursuant to Amendments to each of the Purchase Agreements dated February
28, 1997 (the "Amendments"), the Company was relieved of its obligation to issue
any contingent restricted stock. Instead, each member of the Company's senior
management received, as of December 22, 1996, options to purchase that number of
shares of Common Stock (the "Option Shares") equal to the number of Purchased
Shares purchased by such person. The options vested as to 20% of the Option
Shares covered thereby as of December 22, 1996 and the balance of the shares
covered thereby vest beginning December 31, 1996 in equal monthly installments
over a four-year period during the term of employment or consultancy. The
unvested portion will immediately become vested in the event that the average
closing price of the Common Stock for any consecutive 90 trading day period is
at least $5.00. The unvested portion is cancelable upon any termination of
employment or consultancy (except for death, disability or retirement).
Concurrently with the Amendments, the Voting Agreement and the irrevocable
proxies were amended and restated to include the Option Shares and to delete the
contingent restricted stock.
As of December 22, 1996, all outstanding options held by senior management
and directors of the Company that previously had an exercise price of up to
$3.99 per share remained unchanged. All such options having an exercise price at
$4.00 a share or above (excluding those granted to ELA Enterprises, Inc.) were
revised as follows:
(a) The number of shares of Common Stock covered by each option was reduced
by 25% (the reduction was applied on a pro rata basis first against the unvested
installments of each option).
(b) The exercise price for 50% of the shares covered by the revised option
were repriced to be $2.00 per share, 25% were repriced to be $2.50 per share and
25% to be $3.00 per share.
(c) Vesting of the repriced options remained unchanged.
21
<PAGE>
The following tables detail the above changes in options held by senior
management exclusive of the options granted in lieu of the contingent restricted
stock awards discussed above and exclusive of the options described in Item 11
Table II (Option Grants in Fiscal 1997), which were granted subsequent to
December 22, 1996:
</TABLE>
<TABLE> <CAPTION>
OPTIONS HELD PRIOR TO CHANGES OF 12/22/96(1) TERMS OF ORIGINAL GRANT
------------------------------------------------------------ ------------------------------------------
# OF END OF
UNDERLYING OPTION VESTED UNVESTED GRANT VESTING VESTING
SHARES PRICE ($) SHARES SHARES DATE PERIOD METHOD
<S> <C> <C> <C> <C> <C> <C> <C>
Ira B. Lampert 260,000 4.0000 172,500 87,500 9/30/94 8/31/98 quarterly
340,000 4.0000 252,500 87,500 7/1/93 8/31/97 quarterly
- --------------------- ----------------- ------------- --------------- ----------- -- ----------- --------------- -------------
Steve Jackel 25,000 3.0000 25,000 0 5/1/95 12/31/95 100%
75,000 4.0000 75,000 0 5/1/95 4/30/96 100%
200,000 4.0000 95,000 105,000 2/15/95 12/31/98 weekly
- --------------------- ----------------- ------------- --------------- ----------- -- ----------- --------------- -------------
Eli Shoer 75,000 4.0000 50,000 25,000 10/1/94 9/30/97 annual
75,000 3.2500 75,000 0 10/4/94 10/4/94 annual
- --------------------- ----------------- ------------- --------------- ----------- -- ----------- --------------- -------------
Brian F. King (2) 60,000 4.0000 0 60,000 5/7/96 5/7/99 annual
- --------------------- ----------------- ------------- --------------- ----------- -- ----------- --------------- -------------
Lawrence Pesin (2) 60,000 4.0000 0 60,000 5/7/96 5/7/99 annual
- --------------------- ----------------- ------------- --------------- ----------- -- ----------- --------------- -------------
Arthur Zawodny 12,000 3.2500 12,000 0 10/21/94 10/21/94 annual
8,000 3.2500 4,000 4,000 10/21/94 5/31/98 annual
12,000 2.8125 6,000 6,000 5/15/96 5/15/97 annual
- --------------------- ----------------- ------------- --------------- ----------- -- ----------- --------------- -------------
</TABLE>
(1) For each person listed, excludes contingent restricted stock awards.
(2) Excludes a stock option for $10,000 Common Shares at $1.81 purchased in a
private transaction for a former employee of the Company pursuant to the
management equity provision of the Company's Stock Incentive Plan.
22
<PAGE>
<TABLE>
<CAPTION>
OPTIONS HELD AFTER 12/22/96 OPTIONS HELD AFTER 12/22/96 WITH
ORIGINAL EXERCISE PRICE
# OF NUMBER
OPTIONS OF SHARES SHARES
CANCELED SHARES VESTED UNVESTED PRICE ($) VESTED UNVESTED
<S> <C> <C> <C> <C> <C> <C> <C>
Ira B. Lampert (65,000) 195,000 129,375 65,625 4.0000 0 0
(85,000) 255,000 189,375 65,625 4.0000 0 0
- ---------------------- ---------------- -------------- ------------- ---------------- -- ------------ ------------- ----------
Steve Jackel 0 25,000 25,000 0 3.0000 25,000 0
(18,750) 56,250 56,250 0 4.0000 0 0
(50,000) 150,000 71,250 78,750 4.0000 0 0
- ---------------------- ---------------- -------------- ------------- ---------------- -- ------------ ------------- ----------
Eli Shoer (18,750) 56,250 37,500 18,750 4.0000 0 0
0 75,000 75,000 0 3.2500 75,000 0
- ---------------------- ---------------- -------------- ------------- ---------------- -- ------------ ------------- ----------
Brian F. King (2) (15,000) 45,000 0 45,000 4.0000 0 0
- ---------------------- ---------------- -------------- ------------- ---------------- -- ------------ ------------- ----------
Lawrence Pesin (2) (15,000) 45,000 0 45,000 4.0000 0 0
- ---------------------- ---------------- -------------- ------------- ---------------- -- ------------ ------------- ----------
Arthur Zawodny 0 12,000 12,000 0 3.2500 12,000 0
0 8,000 4,000 4,000 3.2500 4,000 4,000
0 12,000 6,000 6,000 2.8125 6,000 6,000
- ---------------------- ---------------- -------------- ------------- ---------------- -- ------------ ------------- ----------
</TABLE>
<TABLE>
<CAPTION>
OPTIONS HELD AFTER 12/22/96 WITH NEW EXERCISE PRICE
--------------------------------------------------------------------------------------------------------
$2.00 PRICE $2.50 PRICE $3.00 PRICE TOTAL OUTSTANDING
VESTED UNVESTED VESTED UNVESTED VESTED UNVESTED VESTED UNVESTED
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------ ----------- ------------- ----------- ----------- -------- ----------- --------- ---------
Ira B. Lampert 64,687 32,813 32,344 16,406 32,344 16,406 129,375 65,625
94,687 32,813 47,344 16,406 47,344 16,406 189,375 65,625
- ------------------ ----------- ------------- ----------- ----------- -------- ----------- --------- ---------
Steve Jackel 0 0 0 0 0 0 25,000 0
28,125 0 14,062 0 14,063 0 56,250 0
35,625 39,375 17,812 19,688 17,813 19,687 71,250 78,750
- ------------------ ----------- ------------- ----------- ----------- -------- ----------- --------- ---------
Eli Shoer 18,750 9,375 9,375 4,687 9,375 4,688 37,500 18,750
0 0 0 0 0 0 75,000 0
- ------------------ ----------- ------------- ----------- ----------- -------- ----------- --------- ---------
Brian F. King (2) 0 22,500 0 11,250 0 11,250 0 45,000
- ------------------ ----------- ------------- ----------- ----------- -------- ----------- --------- ---------
Lawrence Pesin (2) 0 22,500 0 11,250 0 11,250 0 45,000
- ------------------ ----------- ------------- ----------- ----------- -------- ----------- --------- ---------
Arthur Zawodny 0 0 0 0 0 0 12,000 0
0 0 0 0 0 0 4,000 4,000
0 0 0 0 0 0 6,000 6,000
- ------------------ ----------- ------------- ----------- ----------- -------- ----------- --------- ---------
</TABLE>
As of March 2, 1998, the following executive officers of the Company are
indebted to the Company for amounts in excess of $60,000 as a result of
purchases pursuant to the Purchase Agreements:
Ira B. Lampert..................................................$1,508,422.33
23
<PAGE>
Steve Jackel.....................................................$612,072.60
Lawrence Pesin...................................................$225,105.00
Brian F. King....................................................$225,105.00
Eli Shoer ........................................................$61,207.26
24
<PAGE>
PROPOSAL TWO: RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE
COMPANY
The Board has reappointed the independent accounting firm of Ernst & Young
as auditors of the Company for Fiscal 1998. Shareholder approval requires the
affirmative vote of the holders of a majority of Common Shares represented and
entitled to vote at the Annual Meeting. A representative of Ernst & Young is
expected to attend the Annual Meeting, will have the opportunity to make a
statement should he desire to do so and is expected to be available to respond
to appropriate questions.
The Board is seeking shareholder approval of its selection of Ernst & Young
since it is customary for a public company to obtain shareholder approval of its
auditors. If shareholders do not approve the appointment of Ernst & Young as the
auditors of the Company for Fiscal 1998 at the Annual Meeting, the Board, on
recommendation of its Audit Committee, may reconsider the selection.
1999 SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the
Company's 1999 Annual Meeting of Shareholders must comply with and meet the
requirements of Regulation 14a-8 of the Exchange Act. That regulation requires,
among other things, that any proposal to be included in the Company's proxy
statement and form of proxy for the Company's 1998 Annual Meeting of
Shareholders be received by the Company at its executive offices, 35 Mileed Way,
Avenel, New Jersey 07001, by August 14, 1998.
GENERAL AND OTHER MATTERS
Management knows of no matter other than the matters described above which
will be presented at the Annual Meeting. However, if any other matters properly
come before the Annual Meeting, or any of its adjournments, the persons voting
the proxies will vote them as they deem in the best interest of the Company.
SOLICITATION OF PROXIES
The cost of proxy solicitations will be borne by the Company. In addition
to solicitations of proxies by use of the mails, some officers or employees of
the Company, without additional remuneration, may solicit proxies personally or
by telephone. The Company will also request brokers, dealers, banks and their
nominees to solicit proxies from their clients, where appropriate, and will
reimburse them for reasonable expenses related thereto.
By Order of the Board of Directors
Brian King
Secretary
Avenel, New Jersey
March 13, 1998
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PROXY
CONCORD CAMERA CORP.
35 Mileed Way, Avenel, New Jersey 07001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - April 23, 1998
The undersigned hereby appoints Harlan I. Press as Proxy of the undersigned
with full power of substitution to attend and to represent the undersigned at
the Annual Meeting of Stockholders of Concord Camera Corp. (the "Company") to be
held on April 23, 1998, and at any adjournments thereof, and to vote thereat the
number of shares of stock of the Company the undersigned would be entitled to
vote if personally present, in accordance with the instructions set forth on
this proxy card. Any proxy heretofore given by the undersigned with respect to
such stock is hereby revoked.
Dated:____________________________________________________, 1998
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Please sign exactly as name appears above. For joint accounts, each
joint owner must sign. Please give full title if signing in a
representative capacity.
[ ] PLEASE CHECK IF YOU PLAN TO ATTEND THE MEETING
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE
1. ELECTION OF DIRECTORS.
NOMINEES: Ira B. Lampert, Steve Jackel, Eli Arenberg, Joel L. Gold,
Morris H. Gindi, J. David Hakman, Ira J. Hechler and Kent M. Klineman
[ ] FOR ALL nominees listed above.
[ ] FOR ALL nominees listed above EXCEPT:
-----------------------------------------------------------.
(Instruction: To withhold authority to vote on any individual nominee,
write the name above.)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
2. RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 1998.
[ ] FOR the ratification of Ernst & Young LLP.
[ ] AGAINST the ratification of Ernst & Young LLP.
[ ] ABSTAIN
3. ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
If no specification is made, this proxy will be voted FOR Proposals 1
and 2 listed above.
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