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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement no.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
CONCORD CAMERA CORP.
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, Florida 33021
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 2000
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 Marriott Harbor Beach
Resort, 3030 Holiday Drive, Fort Lauderdale, Florida 33316 on April 24, 2000, at
10:00 a.m., local time, for the following purposes:
1. To elect directors for the ensuing year;
2. To approve amendments to the Company's Certificate of
Incorporation as follows:
a. To increase the authorized common stock from 40,000,000
shares to 100,000,000 shares; and
b. To authorize the Company to issue up to 1,000,000 shares of
preferred stock;
3. To ratify the selection of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending July 1, 2000;
and
4. 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 3,
2000, 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 that all shareholders 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
March 27, 2000
<PAGE>
CONCORD CAMERA CORP.
---------------
PROXY STATEMENT
dated March 27, 2000
---------------
FOR ANNUAL MEETING OF SHAREHOLDERS
to be held Monday, April 24, 2000
---------------
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 Marriott Harbor Beach Resort, 3030 Holiday Drive, Fort
Lauderdale, Florida 33316 on April 24, 2000, at 10:00 a.m., local time, and all
adjournments thereof (the "Annual Meeting").
The Board has fixed the close of business on March 3, 2000 as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting or any adjournments thereof. As of that date, there
were issued and outstanding 11,042,254 shares of common stock, no par value (the
"Common Stock"), the Company's only class of voting securities outstanding. Each
share of Common Stock entitles the holder thereof to one vote. The presence, in
person or by proxy, of a majority of all the outstanding Common Stock
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 for the
purpose of determining the existence of a quorum at the Annual Meeting, but will
not be counted as a vote cast for the purpose of determining the number of votes
required to approve a proposal.
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 (i) by written notice
to the Company, Attention: Secretary, (ii) execution of a subsequent proxy or
(iii) attendance and voting in person at the Annual Meeting. Attendance at the
Annual Meeting will not automatically revoke the proxy. All shares of Common
Stock 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 above), shares of Common Stock represented by
proxies will be voted (i) FOR the election of management's nominees for
directors, (ii) FOR both of the proposed amendments to the Company's Certificate
of Incorporation, (iii) FOR the ratification of the appointment of Ernst & Young
LLP ("Ernst & Young") as independent auditors of the Company for the fiscal year
ending July 1, 2000 ("Fiscal 2000"), and (iv) 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 4000 Hollywood
Boulevard, Presidential Circle - Suite 650N, Hollywood, Florida 33021. On or
about March 27, 2000, this Proxy Statement, the accompanying form of proxy and
the Annual Report of the Company for the fiscal year ended July 3, 1999 ("Fiscal
1999"), including financial statements, are to be mailed to shareholders of
record.
1
<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 seven. All
seven 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 of Common Stock held of record, either in favor of
or against the election of each nominee, or to abstain from voting on any or all
nominees. If any of the nominees should become unavailable for election, the
shares of Common Stock 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
shares of Common Stock present or represented and entitled to vote at the Annual
Meeting. The Board recommends a vote FOR each of the nominees. It is intended
that proxies that do not withhold the authority to vote for the nominees will be
voted FOR each of the nominees.
The following 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 individuals 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 54 1993 Chairman of the Board, Chief Executive
Officer and President; Director of
Concord Camera HK Limited, Concord
Camera GmbH, Concord Camera (Europe)
Ltd., Concord Camera Illinois Corp.,
Concord Keystone Sales Corp., and
Concord Camera France S.A.R.L.
Eli Arenberg 72 1988 Director
Ronald S. Cooper 61 2000 Director
Morris H. Gindi 55 1988 Director
Joel L. Gold 58 1991 Director
J. David Hakman 58 1993 Director
Kent M. Klineman 67 1993 Director
</TABLE>
Ira B. Lampert was appointed to the positions of Chairman of the Board
and Chief Executive Officer of the Company in July 1994. Mr. Lampert was
President and Chief Operating Officer from June 1993 through January 1996 and
has been a Director of the Company since June 1993. On July 31, 1998, Mr.
Lampert was appointed to the additional position of President. Mr. Lampert is a
Board Member of the Queens College Foundation, a part of the City University of
New York. He is also the Treasurer of the Boys Brotherhood Republic, a
non-profit organization for underprivileged children in the New York City area.
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 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. See "Certain Relationships and Related
Transactions" below.
Ronald S. Cooper has served as a director of the Company since January
2000. He is a Principal of LARC Strategic Concepts, LLC, a consulting firm
focusing on emerging growth companies, which he co-founded in January 1999. Mr.
Cooper joined Ernst & Young LLP in 1962, became a partner there in 1973, and was
Managing Partner of its Long Island office from 1985 until he retired from the
firm in October 1998. He is a director of Frontline Capital Group, a publicly
traded "e-commerce collective."
2
<PAGE>
Morris H. Gindi is the Chief Executive Officer of Notra Trading Corp.,
Inc., located in Woodbridge, New Jersey, and has served in such capacity since
1983. Notra Trading Corp., Inc. is an import agent in the housewares and
domestics industry. Mr. Gindi has over 27 years experience in importing.
Joel L. Gold has been Executive Vice President of Berry Shino
Securities since January 2000. Mr. Gold was Executive Vice President of J.W.
Barclay & Co. Inc. from September 1999 to December 1999 and Senior Vice
President of Solid ISG Capital Markets LLC from January 1999 to September 1999.
He was Senior Managing Director of Inter Bank Capital Group LLC, an investment
bank, from October 1997 to January 1999. 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 1971 through
February 1990, Mr. Gold was a Managing Director at Drexel Burnham Lambert. Mr.
Gold is a director of BCAM International, Life Medical Sciences, PMCC Financial
Corp. and Sterling Vision.
J. David Hakman has been the owner and Chief Executive Officer of
Hakman Capital Corporation and its affiliated companies since 1979, an
investment and merchant banking concern and member of the National Association
of Securities Dealers, Inc. Mr. Hakman is a director of Hanover Direct, Inc., a
firm engaged in the direct marketing business.
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 and secretary of EIS International, Inc., and
a director of Dealers Alliance Credit Corp. and Dealers Alliance Capital Corp.
Meetings and Committees of the Board of Directors
In Fiscal 1999, the Board held five meetings. The Board has an Audit
Committee, a Compensation and Stock Option Committee, an Executive Committee, a
Nominating Committee and a Marketing 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
1999.
The Compensation and Stock Option Committee, consisting of Joel L. Gold
(Chairman) and Morris Gindi, reviews and makes recommendations to the Board
regarding all executive compensation. The Compensation and Stock Option
Committee held three meetings in Fiscal 1999.
The Nominating Committee, consisting of Ira B. Lampert, Joel Gold, and
Kent Klineman nominates those persons who will 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 1999. 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 Concord Camera
Corp., Suite 650-N 4000 Hollywood Blvd., Hollywood, Florida 33021.
In Fiscal 1999, all of the directors attended at least 75% of the
aggregate of the total number of meetings of the Board and committees on which
they served.
3
<PAGE>
Director Compensation
Each non-employee member of the Board receives: (i) an annual fee of
$15,000 (increased from $10,000 as of January 1, 1999) for serving on the Board;
(ii) a $2,500 annual fee for each Board committee on which he serves ($3,500 for
serving as Chairman); and (iii) $1,000 (increased from $750 as of January 1,
1999) for each Board or committee meeting attended.
In addition, pursuant to the Company's Incentive Plan, each
non-employee director automatically receives the following options to purchase
shares of the Common Stock. Upon appointment to the Board, each non-employee
director receives: (i) an option to purchase up to 20,000 shares, which option
vests as to 4,000 shares on the following January 1 and on each January 1
thereafter (provided that, if a director fails to attend at least 75% of the
Board meetings in any calendar year, then the options that would have vested on
the next January 1 are forfeited); and (ii) an immediately exercisable option to
purchase 6,500 shares (increased from 1,000 shares on April 22, 1999). On each
anniversary of his appointment, each non-employee director receives another
immediately exercisable option to purchase 6,500 shares (increased from 1,000
shares on April 22, 1999). All of the foregoing options have an exercise price
equal to the closing price of the Common Stock on the date of grant and expire
on the earlier of: (i) five years from the grant date; or (ii) one year after
the grantee ceases to be a member of the Board.
As of October 22, 1998, the Company extended the expiration dates of
the following options held by non-employee directors: (i) options granted on
November 23, 1993 to Messrs. Gindi, Gold, Hakman and Klineman to purchase up to
15,750 shares of Common Stock each were extended from November 22, 1998 to
January 31, 2004; and (ii) an option granted on July 17, 1994 to Mr. Arenberg to
purchase up to 21,000 shares of Common Stock was extended from July 17, 1999 to
July 17, 2004.
4
<PAGE>
Executive Officers
Set forth below are the names of the executive officers of the Company,
together with certain biographical information for each of them (other than Mr.
Lampert for whom biographical information is provided above):
<TABLE>
<CAPTION>
Name of Executive Officer Age Positions and Offices with the Company
- ------------------------- --- --------------------------------------
<S> <C> <C>
Ira B. Lampert 54 Chairman of the Board, Chief Executive Officer and President
Brian F. King 47 Senior Vice President and Secretary; Managing Director of
Concord Camera HK Limited
Urs W. Stampfli 48 Director of Global Sales and Marketing
Keith L. Lampert 30 Vice President; Vice President, Operations, Concord Camera HK
Limited
Harlan I. Press 35 Corporate Controller and Assistant Secretary
</TABLE>
Brian F. King has been Senior Vice President for the Company since
August 1998. He is also Secretary of the Company 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, he was Managing
General Partner of Cripple Creek Associates, a partnership that built and
operated two casinos in Cripple Creek, Colorado.
Urs W. Stampfli has been Director of Global Sales and Marketing for the
Company since May 1998. From 1992 to April 1998, Mr. Stampfli was Vice
President, Marketing, Photo Imaging Systems of Agfa Division, Bayer Corporation.
Keith L. Lampert (Ira B. Lampert's son) has been a Vice President of
the Company since August 1998. Mr. Lampert is responsible for operations in Hong
Kong and the Peoples Republic of China and has various other duties within the
Company. He joined the Company in 1993 and has been Vice President, Operations
of Concord Camera HK Limited since May 1995. Prior thereto, Mr. Lampert was
Financial Analyst and Assistant to the Managing Director of Concord Camera HK
Limited.
Harlan I. Press has been Corporate Controller and Assistant Secretary
of the Company since October 1996. Mr. Press has also served as a Director of
Concord Camera HK Limited since September 1997. He joined the Company in April
1994 and has held the position of Chief Accounting Officer since November 1994.
Prior to joining the Company, 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. From 1986 to December 1991,
he was a Senior Accountant in BDO Seidman's Audit Division.
5
<PAGE>
Executive Compensation
The following table contains certain information regarding aggregate
compensation paid or accrued by the Company during Fiscal 1999 to the Chief
Executive Officer and to each of the other four highest paid executive officers.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation
Awards
- ------------------------------------------------------------------------------------------------------------------------------------
Shares
Other Annual Underlying All other
Fiscal Salary Bonus Compensation Options Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
- --------------------------- ------ ---- ---- ------------ ---------- ------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ira B. Lampert 1999 $616,668 $350,000* $148,595(1) -- $409,061(10)
Chairman, Chief Executive 1998 541,667 -- 210,383(2) -- 14,973(11)
Officer and President 1997 545,205 -- 200,141(3) 695,000(9) 10,350(11)
- ------------------------------------------------------------------------------------------------------------------------------------
Brian F. King 1999 322,460 150,000* 48,000(4) -- 105,783(12)
Senior Vice President; 1998 231,738 -- 78,000(5) -- 1,721(11)
Managing Director of 1997 170,000 -- 73,000(6) 147,500(9) 783(11)
Concord HK
- ------------------------------------------------------------------------------------------------------------------------------------
Keith L. Lampert 1999 167,052 75,000* 25,000(7) -- 72,037(13)
Vice President 1998 139,849 -- 25,000(7) -- 535(11)
1997 109,896 -- 25,000(7) 50,000(9) 500(11)
- ------------------------------------------------------------------------------------------------------------------------------------
Urs W. Stampfli 1999 175,000 5,000* 12,000(8) -- 7,245(11)
Director of Global Sales 1998 23,275 -- -- 45,000 --
and Marketing 1997 -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Harlan I. Press 1999 140,178 40,000* 4,833(8) 20,000 790(11)
Corporate Controller 1998 115,000 -- -- 15,000 640(11)
1997 92,100 -- 2,400(8) 25,000(9) 640(11)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(*) Represents bonuses determined and paid by the Company in Fiscal 1999
based on the Company's and the executive's performance in Fiscal 1998.
(1) Represents $35,595, $48,000 and $65,000 paid for auto lease and costs,
partial housing costs and reimbursement of taxes, respectively.
(2) Includes $30,939, $108,300 and $62,594 paid for auto lease and costs,
reimbursement of taxes and partial housing costs, respectively.
(3) Includes $38,068, $102,036 and $45,360 paid for auto lease and costs,
reimbursement of taxes and partial housing costs, respectively.
(4) Represents $12,000 and $36,000 for auto and overseas allowances paid,
respectively.
(5) Represents $18,000 and $60,000 for auto and overseas allowances paid,
respectively.
(6) Represents $18,000 and $55,000 for auto and overseas allowances paid,
respectively.
(7) Represents overseas allowances paid.
(8) Represents auto allowances paid.
(9) These options were granted prior to Fiscal 1997, canceled and repriced
during Fiscal 1997.
(10) Represents $389,827 of indebtedness forgiven by the Company as part of a
conditional release program (see "Certain Relationships and Related
Transactions" below) and $19,234 paid for insurance premiums.
(11) Represents insurance premiums paid by the Company.
(12) Represents $103,954 of indebtedness forgiven by the Company as part of a
conditional release program (see "Certain Relationships and Related
Transactions" below) and $1,829 paid by the Company for insurance
premiums.
(13) Represents $71,468 of indebtedness forgiven by the Company as part of a
conditional release program (see "Certain Relationships and Related
Transactions" below) and $569 paid by the Company for insurance premiums.
6
<PAGE>
Stock Options
The following table sets forth information concerning stock option
grants made during Fiscal 1999 to the executive officers named in the "Summary
Compensation Table." The stock options identified in the table vest in equal
portions over four years.
STOCK OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Number of % of Total
Shares Options Potential Realizable Value
Underlying Granted to Exercise at Assumed Annual Rates
Options Employees in Price Expiration of Stock Price Appreciation
Name Granted Fiscal 1999 ($/Sh) Date for Option Term
- ---- ------- ------------ -------- ---------- ---------------------------
5% ($) 10% ($)
------ -------
<S> <C> <C> <C> <C> <C> <C>
Harlan I. Press 20,000 19.6% $3.250 08 Sept. 2008 40,878 103,593
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
The following table sets forth information concerning stock option
exercises during Fiscal 1999 by each of the executive officers named in the
"Summary Compensation Table" and the fiscal year-end value of unexercised
options held by such officers, based on the closing price of $5.5625 for the
Common Stock on July 3, 1999.
AGGREGATED STOCK OPTION EXERCISES IN FISCAL 1999
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Number of Shares Value of Unexercised
Underlying In-the-Money
Shares Unexercised Options Options at FY End
Acquired at FY End (#) ($)
on Value -------------------------- ---------------------------
Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ira B. Lampert -- -- 705,000 -- $2,390,625 --
- --------------------------------------------------------------------------------------------------------------------
Brian F. King -- -- 193,333 -- 629,374 --
- --------------------------------------------------------------------------------------------------------------------
Keith L. Lampert -- -- 137,000 8,000 457,580 $44,500
- --------------------------------------------------------------------------------------------------------------------
Urs W. Stampfli -- -- 15,000 30,000 938 1,875
- --------------------------------------------------------------------------------------------------------------------
Harlan I. Press -- -- 55,000 15,000 134,843 34,688
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
Executive Employment Agreements
The employment agreement between the Company and Ira B. Lampert dated
as of May 1, 1997, was amended as of January 1, 1999 (as amended, the "Lampert
Agreement"). Pursuant to the Lampert Agreement, Mr. Lampert serves in the
capacities of Chairman, Chief Executive Officer and President of the Company.
The Lampert Agreement provides for an annual salary of $650,000, 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 during which
neither party notifies the other that the term of employment should not be
extended.
In the Lampert Agreement, the Company agreed to adopt a supplemental
executive retirement plan (as amended, the "SERP") for the benefit of Mr.
Lampert and to cause $14,167, increased to $18,333 as of January 1, 1999, to be
credited to this account each month ("Monthly Credit") for the benefit of Mr.
Lampert. The balance in the SERP account will always be 100% vested and not
subject to forfeiture. Each time the Company credits a Monthly Credit to the
SERP account, the Company will 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 following the termination of Mr. Lampert's
employment with the Company.
The Terms of Employment between Urs Stampfli and the Company, effective
as of May 15, 1998, provide for an annual salary of $175,000, increased to
$192,500 effective as of July 1, 1999. These terms expire after three years,
unless renewed by mutual agreement of the parties, and may be terminated by
either party on one month's notice during the first year of his employment, on
two months' notice during the second year and on three months' notice during the
third year. They also prohibit Mr. Stampfli from competing with the Company for
one year following the termination of his employment with the Company.
8
<PAGE>
Compensation Committee Report on Executive Compensation
Chief Executive Officer ("CEO"). As discussed in greater detail
elsewhere in this Proxy Statement, the Lampert Agreement was amended as of
January 1, 1999 to increase Mr. Ira Lampert's annual salary. This action was
taken in order to provide additional incentive to Mr. Lampert to continue to
exert his utmost efforts in contributing to the Company's success and
prosperity, thereby benefiting the Company and its shareholders. See "Executive
Employment Agreements."
In determining the appropriate level of compensation for Mr. Lampert,
the Compensation and Stock Option Committee (hereinafter, the "Compensation
Committee") engaged the services of outside compensation consultants to obtain
information and advice about competitive levels of compensation and particular
compensation techniques used by public companies of comparable size (i.e., with
comparable annual sales volume). 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 in which the Company operates; (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; and (vi) the extensive amount
of time and world-wide travel that the CEO position entails. Mr. Lampert spends
a significant amount of time at the Company's offices in Hong Kong and its
manufacturing facilities in China, in addition to his travels to other parts of
the Far East and Europe.
In order to further the Company's interest in retaining the services of
Mr. Lampert and certain other members of senior management, and in order to
provide additional long-term incentive to such individuals, in April 1999 the
Compensation Committee approved a conditional release program under which the
Company agreed to forgive certain debts incurred in connection with stock
purchases under the Management Equity Provisions of the Company's Incentive
Plan. This program provides for the release of those debts in installments over
a period of years and is conditioned upon the individual's continued employment
with the Company. See "Certain Relationships and Related Transactions."
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 each of the CEO's recommendations. 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 that such
long-term incentives provide to the shareholders and to the Company.
Joel L. Gold
Morris Gindi
9
<PAGE>
Beneficial Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of February 29,
2000, with respect to: (i) those persons or groups known to the Company to
beneficially own more than 5% of the Common Stock; (ii) each director and each
nominee for director; (iii) each executive officer named in the "Summary
Compensation Table"; and (iv) the Company's directors and executive officers as
a group:
<TABLE>
<CAPTION>
Percent
Amount and Nature of of
Name and Address of Beneficial Owner Beneficial Ownership(1) Class(1)
------------------------------------ ----------------------- --------
<S> <C> <C> <C>
(i) Beneficial Owners of More than 5%
of the Common Stock
Theodore H. Kruttschnitt 1,205,000 10.9%
1730 South El Camino Real, Suite 400
San Mateo, California 94402
"MEP Group" of Company Officers 1,463,783(2) 12.0%
or Employees as described in (2) below
Concord Camera Corp.
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, Florida 33021
(ii) Directors and Nominees
Ira B. Lampert 908,450(2)(3) 7.7%
Concord Camera Corp.
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, Florida 33021
Eli Arenberg 54,250(4) *
9578 Harbour Lake Circle
Boynton Beach, Florida 33437
Ronald S. Cooper 13,000(5) *
LARC Strategic Concepts LLC
115 Eileen Way, Suite 103
Syosset, New York 11791
Morris Gindi 37,250(6) *
Notra Trading Corp., Inc.
One Woodbridge Center
Woodbridge, New Jersey 07095
Joel L. Gold 37,750(7) *
Berry Shino Securities
430 Park Avenue, Suite 610
New York, New York 10022
J. David Hakman 128,750(8) 1.2%
Hakman Capital Corporation
1350 Bayshore Highway - Suite 300
Burlingame, California 94010
Kent M. Klineman 27,250(9) *
c/o Klineman Assoc., Inc.
1270 Avenue of the Americas
New York, New York 10020
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Percent
Amount and Nature of of
Name and Address of Beneficial Owner Beneficial Ownership(1) Class(1)
------------------------------------ ----------------------- --------
<S> <C> <C> <C>
(iii) Named Executive Officers
Brian F. King 273,333(2)(10) 2.4%
Concord Camera Corp.
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, Florida 33021
Keith L. Lampert 171,000(2)(11) 1.5%
Concord Camera Corp.
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, Florida 33021
Harlan I. Press 59,000(2)(12) *
Concord Camera Corp.
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, Florida 33021
Urs W. Stampfli 5,000 *
Concord Camera Corp.
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, Florida 33021
(iv) All executive officers and directors as a group 1,767,033 14.3%
(11 Persons)
</TABLE>
- --------------------
* Indicates less than one percent (1%).
(1) For purposes of this table, beneficial ownership was determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") based upon information furnished by the
persons listed or contained in filings made by them with the U.S.
Securities and Exchange Commission ("SEC"); the inclusion of shares as
beneficially owned should not be construed as an admission that such
shares are beneficially owned for purposes of Section 16 of such Act. As
of February 29, 2000, the Company had 11,042,254 shares of Common Stock
issued and outstanding. All shares were owned directly with sole voting
and investment power unless otherwise indicated.
(2) According to Amendment No. 3 to the Schedule 13D filed February 11, 2000,
a group comprised of five officers or employees of the Company (Messrs.
Ira B. Lampert, Brian F. King, Keith L. Lampert, Harlan I. Press and
Arthur Zawodny) (collectively, the "MEP Group") beneficially owned an
aggregate of 1,455,783 shares of the Common Stock. Of that total, 239,000
shares and 392,333 options were purchased under the Management Equity
Provisions ("MEP") of the Company's Incentive Plan and are subject to the
terms of an Amended and Restated Voting Agreement, dated as of February
27, 1997, as amended (the "Voting Agreement") pursuant to which MEP
shares are voted in accordance with the will of the holders of a majority
of the shares governed by the Voting Agreement. The balance of 83,450
shares and 741,000 options reported under the Schedule 13D amendment were
purchased or held outside the MEP. As a result of option exercises and
the vesting of additional options, as of February 29, 2000 the MEP Group
beneficially owned, in the aggregate, 344,450 shares and 1,119,333
options to purchase Common Stock or 12.0% of 12,161,587 (the number of
shares outstanding on that date plus the number of shares that would have
been outstanding if all options exercisable within 60 days of February
29, 2000 were exercised). Of that total, 241,000 shares and 390,333
options were subject to the Voting Agreement. See "Certain Relationships
and Related Transactions" below.
11
<PAGE>
(3) Includes 705,000 shares that may be acquired pursuant to stock options
exercisable within 60 days of February 29, 2000 and 203,450 shares owned,
as to all of which Mr. Lampert has sole dispositive power. Since Mr.
Lampert is part of the MEP Group, the shares and options beneficially
owned by him are included in (2) above; the MEP Group is deemed to have
acquired the shares and options beneficially owned by any member of the
MEP Group described in footnote (2) above.
(4) Includes 31,250 shares that may be acquired pursuant to stock options
exercisable within 60 days of February 29, 2000.
(5) Includes 6,500 shares that may be acquired pursuant to stock options
exercisable within 60 days of February 29, 2000.
(6) Includes 9,500 shares that may be acquired pursuant to stock options
exercisable within 60 days of February 29, 2000 and 10,000 shares held by
the Notra Trading Corp., Inc. Profit Sharing Plan, a retirement plan of
which Mr. Gindi is a co-trustee and participant. Mr. Gindi disclaims
beneficial ownership of the shares held by that plan.
(7) Includes 26,250 shares that may be acquired pursuant to stock options
exercisable within 60 days of February 29, 2000 and 10,500 shares held by
his wife. Mr. Gold disclaims beneficial ownership of the shares held by
his wife.
(8) Includes 26,250 shares that may be acquired pursuant to stock options,
and 46,500 shares that may be acquired pursuant to warrants, both of
which are exercisable within 60 days of February 29, 2000.
(9) Includes 26,250 shares that may be acquired pursuant to stock options
exercisable within 60 days of February 29, 2000.
(10) Includes 193,333 shares that may be acquired pursuant to stock options
exercisable within 60 days of February 29, 2000 and 80,000 shares owned,
as to all of which Mr. King has sole dispositive power. Since Mr. King is
part of the MEP Group, the shares and options beneficially owned by him
are included in (2) above; the MEP Group is deemed to have acquired the
shares and options beneficially owned by any member of the MEP Group
described in footnote (2) above.
(11) Includes 141,000 shares that may be acquired pursuant to stock options
exercisable within 60 days of February 29, 2000 and 30,000 shares owned,
as to all of which Keith Lampert has sole dispositive power. Since Mr.
Lampert is part of the MEP Group, the shares and options beneficially
owned by him are included in (2) above; the MEP Group is deemed to have
acquired the shares and options beneficially owned by any member of the
MEP Group described in footnote (2) above.
(12) Includes 35,000 shares that may be acquired pursuant to stock options
exercisable within 60 days of February 29, 2000 and 24,000 shares owned,
as to all of which Mr. Press has sole dispositive power. Since Mr. Press
is part of the MEP Group, the shares and options beneficially owned by
him are included in (2) above; the MEP Group is deemed to have acquired
the shares and options beneficially owned by any member of the MEP Group
described in footnote (2) above.
12
<PAGE>
Comparative Stock Performance
The graph and table set forth below compare the cumulative total
shareholder return on the Common Stock for the years ended June 30, 1995 through
June 30, 1999 with the Nasdaq Stock Market - U.S. Index and a Peer Group Index
for the same periods. The Peer Group Index is comprised of the members of the
S.I.C. Code 3860 (Photographic Equipment and Supplies) as listed in the Nasdaq
Stock Market 1999 Fact Book. The graph and table assume an investment of $100 in
the Common Stock and each index on June 30, 1994 and the reinvestment of all
dividends. The stock performance shown is not intended to forecast, and may not
be indicative of, future stock performance.
[GRAPH OMITTED, DETAILS LISTED BELOW]
<TABLE>
<CAPTION>
6/94 6/95 6/96 6/97 6/98 6/99
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Concord Camera Corp. 100 154 109 87 202 183
Nasdaq Stock Market - U.S. Index 100 133 171 208 274 393
Peer Group Index 100 102 135 174 152 173
</TABLE>
13
<PAGE>
Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and ten percent (10%) shareholders to file initial reports of
ownership and reports of changes in ownership of Common Stock and any other
equity securities of the Company with the SEC. Directors, executive officers and
ten percent (10%) shareholders are required to furnish the Company with copies
of all Section 16(a) reports they file. Based on a review of the copies of such
reports furnished to the Company, the Company believes that, during Fiscal 1999,
the Company's directors, executive officers and ten percent (10%) shareholders
complied with all Section 16(a) filing requirements applicable to them, except
as follows. The following individuals filed late reports under Section 16(a)
relating to Fiscal 1999: (i) Ira B. Lampert, late filing of a Form 4 due October
10, 1998, reporting the purchase in an open market transaction of 9,370 shares
of Common Stock; and (ii) Kent M. Klineman, late filing of a Form 4 due February
10, 1998, reporting the purchase in an open market transaction of 5,000 shares
of Common Stock. There are no known failures to file a report required under
Section 16(a) during Fiscal 1999 by any person required to file such reports
with respect to the Company.
Certain Relationships and Related Transactions
At July 3, 1999, the Company was indebted to Mr. Jack C. Benun, former
Chief Executive Officer, for certain loans made by him to the Company in the
principal amount of $100,000, which amount bears interest at an annual rate of
2% over the prime lending rate. The Company incurred approximately $11,000 in
interest expense in Fiscal 1999 in connection with the loans from Mr. Benun. The
Company previously 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 legal claims that
the Company has 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 Common Stock owned by Mr.
Benun and pledged to the Company pursuant to 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 shares of Common Stock at an exercise price of $3.00 per share, 10,000
shares at an exercise price of $4.00 per share and 10,000 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. is paid at an hourly rate for consulting
services provided to the Company. Under the consulting agreement, ELA
Enterprises, Inc. was paid $49,000 and $56,000 for such consulting services and
related expenses during the fiscal years ended July 3, 1999 and June 30, 1998,
respectively.
On September 25, 1997, the Company and J. David Hakman entered into an
agreement which was subsequently supplemented on March 11, 1998, April 10, 1998,
April 21, 1998, June 10, 1998 and September 30, 1998 (the "Hakman Agreement").
Pursuant to the Hakman Agreement, the Company granted warrants to purchase up to
130,000 shares of Common Stock at an exercise price of $4.50 per share to Hakman
and Company, Inc. (a corporation controlled by Mr. Hakman and of which he is the
Chief Executive Officer and President) in connection with consulting services
provided to the Company by Mr. Hakman. As of February 29, 2000, such warrants
are vested and currently exercisable as to 46,500 shares of Common Stock. The
remainder of the warrants vest upon the completion of certain services by Hakman
and Company, Inc. pursuant to the Hakman Agreement. Hakman and Company, Inc. can
earn additional fees under the Hakman Agreement by providing certain financial
services to the Company in connection with certain acquisitions by the Company
and certain debt and/or equity financings by the Company.
14
<PAGE>
On August 23, 1995, the Compensation Committee of the Board approved
stock purchase awards under the Management Equity Provisions of the Company's
Incentive Plan pursuant to which 500,000 shares of Common Stock 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 shares (the
"Purchased 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 he had purchased based upon attainment of increases in
shareholder value in accordance with the Incentive Plan. 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.
In November 1995, members of the Company's senior management entered
into purchase agreements (the "Purchase Agreements") for the Purchased Shares.
Pursuant to the Purchase Agreements, 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 and bear interest at
an annual rate of 6%. 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 an irrevocable proxy to Mr. Ira Lampert and agreed that prior to any
transfer of Purchased Shares and contingent restricted stock, such purchaser
would cause the transferee (i) to agree in writing with Mr. Lampert to be bound
by the provisions of the Voting Agreement and (ii) 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, at an exercise price of $1.815 per
share. 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 began vesting
December 31, 1996 in equal monthly installments over a four-year period during
the term of employment or consultancy. The unvested portion became vested on
August 19, 1998 when the average closing price of the Common Stock was at least
$5.00 for 90 consecutive trading days. Concurrently with the Amendments, the
Voting Agreement and the irrevocable proxies were amended and restated to
include the Option Shares and delete any mention of the contingent restricted
stock.
Pursuant to the Company's Management Equity Provisions, so long as a
person remains a member of the management group, such person is required to own
shares of Common Stock in an amount not less than 50% of such person's shares
issued pursuant to the Management Equity Provisions plus shares issuable upon
the exercise of options thereunder.
In April 1999, the Board approved a conditional release program whereby
the Company agreed to forgive a portion of the indebtedness represented by each
Note and concurrently release a proportionate number of Purchased Shares held by
the Company as security for payment of the Notes. The debt forgiveness and share
release program (the "Release Program") began on May 1, 1999 and will continue
on January 1 each year through January 1, 2003. The total principal sum subject
to forgiveness under the Release Program is $2,387,500, together with interest
owed under the Notes. The debt forgiveness is conditioned upon the person's
continued employment with the Company. If a person ceases to be an employee or
consultant of the Company prior to full forgiveness of the debt, the principal
amount of the Note would immediately become due and payable, including any
amounts scheduled to be forgiven at a future date.
As contemplated by the Management Equity Provisions, subsequent to 1995
certain Purchased Shares and the related options were transferred to other
eligible members of the Company's senior management upon their execution of the
required agreements and Notes. Notes previously delivered to secure payment for
such shares were canceled upon delivery of new Notes by current members. The
Purchased Shares and options awarded pursuant to the Management Equity
Provisions are presently held by Ira B. Lampert, Brian F. King, Keith L.
Lampert, Harlan I. Press and Arthur Zawodny.
15
<PAGE>
In January 2000, the Board further provided that a participant in the
Management Equity Provisions would have the right to prepay all or any portion
of the indebtedness represented by a Note issued in connection with the purchase
of shares, and that the amount so prepaid would be repaid to the participant as
deferred compensation at such time as the amount would otherwise have been
forgiven in accordance with the Release Program.
The following are the scheduled release dates, and the total amounts to
be forgiven* on such dates, under the Release Program.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Total Principal
Indebtedness to be Total Purchased Shares
Releasee Release Dates Forgiven to be Released
- -------- ------------- -------- --------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Brian F. King May 1, 1999, and January 1st of 2000, $430,000 80,000
2001, 2002 and 2003
- --------------------------------------------------------------------------------------------------------------------
Ira B. Lampert May 1, 1999, and January 1st of 2000, $1,612,500* 300,000
2001, 2002 and 2003
- --------------------------------------------------------------------------------------------------------------------
Keith L. Lampert May 1, 1999, and January 1st of 2000, $296,625* 55,000
2001, 2002 and 2003
- --------------------------------------------------------------------------------------------------------------------
Harlan I. Press January 6, 2000, and January 1, 2001, $10,750 2,000
2002 and 2003
- --------------------------------------------------------------------------------------------------------------------
Arthur Zawodny May 1, 1999, and January 1st of 2000, $37,625 7,000
2001, 2002 and 2003
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
* These amounts have been prepaid.
Ira Lampert and Keith Lampert have each prepaid in full the debts
represented by their Notes and, assuming their continued employment with the
Company, will be entitled to receive deferred compensation in lieu of the
amounts scheduled to be forgiven under the Release Program.
Indebtedness of Management
Brian King, Ira Lampert and Keith Lampert are the only executive
officers who owed more than $60,000 to the Company under the Notes at any time
since the beginning of Fiscal 1999. The amount set forth in the release schedule
above, under "Total Principal Indebtedness to be Forgiven," is the largest
amount of indebtedness that was outstanding at any time since the beginning of
Fiscal 1999 under the Note of each such executive officer. As stated above, the
amounts owed to the Company by Ira Lampert and Keith Lampert have been prepaid
in full. As of February 29, 2000, the amount outstanding under the Note of Brian
King was $342,108 as a result of his purchases pursuant to the Purchase
Agreements.
16
<PAGE>
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
FROM 40,000,000 TO 100,000,000 SHARES
(Proposal No. 2(a))
The Board has approved submission to the shareholders of proposed
amendments to the Company's Certificate of Incorporation which would: (i)
increase the authorized Common Stock from 40,000,000 shares to 100,000,000
shares; and (ii) authorize a class of preferred stock.
Increase of Authorized Capital
The Company's authorized capital stock currently consists of 40,000,000
shares of Common Stock. On February 29, 2000, there were 11,042,254 shares of
Common Stock outstanding (22,084,508 shares after giving effect to the stock
split discussed below). There are no preemptive or other subscription rights,
conversion rights, or redemption or sinking fund provisions with respect to the
Common Stock. All outstanding shares of Common Stock are fully paid and
non-assessable.
The Company intends to use a portion of its currently authorized shares
to effect a two-for-one stock split whereby the Company will issue a dividend on
April 14, 2000 of one share of Common Stock for each outstanding share of Common
Stock to shareholders of record as of the close of business on Monday, March 27,
2000. Management of the Company believes that it is appropriate to have
additional shares of Common Stock available for issuance in transactions which
are in the best interest of the Company, particularly after taking the foregoing
stock split into account. The increase in the authorized shares of Common Stock
will provide the Company with the flexibility necessary to achieve its desired
growth by either financing such expansion through the issuance of Common Stock
in the public markets, to strategic investors or in connection with
acquisitions. The Company will not seek further authorization from its
shareholders prior to the issuance of shares of its Common Stock, except as may
be otherwise required by law or by NASDAQ National Market rules.
The Board is seeking shareholder approval of the amendment to the
Certificate to increase the authorized Common Stock to 100,000,000 shares.
Shareholder approval requires the affirmative vote of a majority of the votes
cast by the holders of shares present or represented and entitled to vote at the
Annual Meeting. The Board recommends a vote FOR the amendment to the Certificate
to increase the authorized Common Stock to 100,000,000 shares and it is intended
that shares represented by the enclosed form of proxy will be voted in favor of
such amendment to the Certificate unless otherwise specified in such proxy.
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO AUTHORIZE PREFERRED STOCK
(Proposal No. 2(b))
The Board proposed and recommends that the Certificate be amended to
authorize 1,000,000 shares of preferred stock, no par value per share
("Preferred Stock"), which would have such voting powers, designations,
preferences, and relative, participating, optional and conversion or other
special rights, and such qualifications, limitations or restrictions, as the
Board may designate for each class or series issued from time to time. These
would include, but not be limited to (A) the designation of each class or series
and the number of shares that will constitute each such class or series; (B) the
dividend rate for such class or series; (C) the price at which, and the terms
and conditions on which, the shares of such class or series may be redeemed, if
such shares are redeemable; (D) the voting rights, if any, of shares of such
class or series; and (E) the terms and conditions, if any, upon which shares of
such class or series may be converted into shares of other classes or series of
shares of the Company, or other securities.
The Company currently does not have any shares of preferred stock
authorized. All 1,000,000 shares of Preferred Stock would be available for
issuance without further action by the shareholders of the Company, and the
Company does not intend to seek shareholder approval prior to any issuance of
Preferred Stock, unless otherwise required by law or by NASDAQ National Market
rules. The Board has no present plans for issuance of any shares of Preferred
Stock, nor does it have any present plans to apply for the listing of the
Preferred Stock on a national securities exchange or quotation on a securities
quotation system.
The proposed authorization of Preferred Stock is deemed desirable in
that it would enhance the Company's flexibility in connection with possible
future actions, such as stock splits, stock dividends, financings, mergers,
acquisitions, or other purposes. Having such authorized shares available for
issuance in the future would allow shares to be issued without the expense and
delay of a special shareholders' meeting.
The authorized but unissued shares of Preferred Stock could also be
used to impede a change in control of the Company. Under certain circumstances,
such shares could be used to deter persons seeking to effect a takeover or to
otherwise gain control of the Company. For example, a class or series of
Preferred Stock could be designated that would be convertible into Common Stock
upon the acquisition by a third party of a specified percentage of the Company's
voting stock. The conversion of the Preferred Stock would dilute the voting
power of the acquiror, and would make subsequent transactions the acquiror may
wish to effect more difficult or costly. Use of the Preferred Stock in the
foregoing manner may be disadvantageous to shareholders who would deem the
attempted takeover efforts as desirable. (The Board is not currently aware of
any planned takeover efforts.) Further, this proposal may be disadvantageous to
shareholders in that Preferred Stock with disproportionate voting rights may be
used to entrench management, making it more difficult to remove directors at a
time when the shareholders would prefer to do so. Preferred Stock may also be
used to prevent or discourage offers to purchase blocks of Common Stock, the
results of which purchases may cause uncharacteristic or artificial changes in
the market place of the Common Stock. However, the Company has no present
intention to use the shares of Preferred Stock in any manner other than for
financing purposes.
The Board is seeking shareholder approval of the amendment to the
Certificate of Incorporation to authorize Preferred Stock. The affirmative vote
of a majority of the votes cast by the holders of shares present or represented
and entitled to vote at the Annual Meeting is required for approval of the
amendment. The Board recommends a vote FOR the amendment to the Certificate to
authorize Preferred Stock and it is intended that shares represented by the
enclosed form of proxy will be voted in favor of such amendment to the
Certificate unless otherwise specified in such proxy.
17
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(Proposal Three)
Ernst & Young, independent public accountants, was appointed by the
Board to audit the Company's financial statements for Fiscal 2000. This firm has
acted as independent public accountants for the Company since 1996. A
representative of Ernst & Young is expected to attend the Annual Meeting, will
have an opportunity to make a statement if he desires to do so, and will 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 2000 at the Annual Meeting, the Board,
on recommendation of its Audit Committee, may reconsider the selection.
The affirmative vote of a majority of the votes cast by the holders of
shares present or represented and entitled to vote at the Annual Meeting is
required for shareholder approval. The Board recommends a vote FOR the
ratification of the appointment of Ernst & Young as independent auditors for the
Company for Fiscal 2000.
OTHER INFORMATION
Shareholder Proposals for 2001 Annual Meeting
Under the rules of the SEC, any shareholder proposal intended to be
presented at the Company's 2001 annual meeting of shareholders must be received
by the Secretary of the Company at its executive offices no later than November
27, 2000, in order to be considered for inclusion in the Company's proxy
statement and form of proxy relating to such meeting.
If a shareholder notifies the Company of an intent to present a
proposal at the Company's 2001 annual meeting of shareholders less than 60 days
before the meeting (and for any reason the proposal is voted on at that annual
meeting), the Company's proxy holders will have the right to exercise
discretionary voting authority with respect to the proposal, if presented at the
meeting, without including information regarding the proposal in its proxy
materials.
Expenses of Solicitation
The cost of this proxy solicitation will be borne by the Company. In
addition to the use of the mails, some regular employees of the Company, without
additional remuneration, may solicit proxies personally or by telephone or
facsimile. The Company will reimburse brokers, dealers, banks, and other
custodians, nominees and fiduciaries for their reasonable expenses in forwarding
solicitation materials to beneficial owners of Common Stock.
Other Business
As of the date of this proxy statement, the Board knows of no business
to be presented at the Annual Meeting other than as set forth in this proxy
statement. If other matters properly come before the Annual Meeting, or any of
its adjournments, the persons named as proxies will vote on such matters in
their discretion.
March 27, 2000
18
<PAGE>
PROXY
CONCORD CAMERA CORP.
4000 Hollywood Boulevard, Presidential Circle -
Suite 650N, Hollywood, Florida 33021
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS - APRIL 24, 2000
The undersigned hereby appoints Brian F. King and Harlan I. Press, and
each of them severally, as proxies of the undersigned, each with full power to
appoint his substitute, to attend and represent the undersigned at the Annual
Meeting of Shareholders of Concord Camera Corp. (the "Company") to be held on
April 24, 2000, and at any adjournments thereof, and to vote thereat the number
of shares of common 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:______________________________, 2000
Signature:_______________________________
_________________________________________
Signature if jointly held
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, Eli Arenberg, Ronald S. Cooper, Morris H.
Gindi, Joel L. Gold, J. David Hakman 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.a. AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION ("THE
CERTIFICATE") TO INCREASE THE AUTHORIZED COMMON STOCK FROM 40,000,000
SHARES TO 100,000,000 SHARES.
[ ] FOR the Amendment.
[ ] AGAINST the Amendment.
[ ] ABSTAIN
2.b. AMENDMENT TO THE COMPANY'S CERTIFICATE TO AUTHORIZE THE COMPANY TO
ISSUE UP TO 1,000,000 SHARES OF PREFERRED STOCK.
[ ] FOR the Amendment.
[ ] AGAINST the Amendment.
[ ] ABSTAIN
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3. RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING JULY 1, 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
If no specification is made, this proxy will be voted FOR Proposals 1 through 3
listed above.
4. ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
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