<PAGE> 1
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ______)
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 240.14a-12
Crown Laboratories, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Crown Laboratories, Inc.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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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:*
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4) Proposed maximum aggregate value of transaction:
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*Set forth the amount on which the filing fee is calculated and
state how it was determined.
/ / 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> 2
CROWN LABORATORIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 27, 1995
TO THE SHAREHOLDERS:
The Annual Meeting of the Shareholders of CROWN LABORATORIES, INC. will
be held at the Rio Suite Hotel and Casino, I-15 & Flamingo, Las Vegas, Nevada
89114, on July 27, 1995, at 10:00 a.m. Pacific Daylight Time, for the following
purposes:
(1) To elect seven members to the Board of Directors to serve until
the next Annual Meeting of Shareholders or until their
respective successors shall be elected and qualify.
(2) To transact such other business and to consider and take action
upon any and all matters that may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 1, 1995,
as the record date for the determination of the shareholders entitled to notice
of and to vote at the Meeting. For ten days prior to the Meeting, a complete
list of shareholders entitled to vote at the Meeting will be available for
examination by any shareholder for any purpose germane to the Meeting during
ordinary business hours at the Company's executive office, located at 6780
Caballo Street, Las Vegas, Nevada 89119.
All shareholders are invited to attend the Meeting in person.
By Order of the Board of Directors
/s/ Craig E. Nash
Craig E. Nash
Chairman of the Board
Las Vegas, Nevada
July 5, 1995
------------------------------------------------------------------------
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE MARK, SIGN AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE SO THAT YOUR
STOCK MAY BE REPRESENTED AT THE MEETING.
------------------------------------------------------------------------
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<PAGE> 3
CROWN LABORATORIES, INC.
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed proxy is solicited by and on behalf of the Board of
Directors of Crown Laboratories, Inc. (the "Company") in connection with the
Annual Meeting of Shareholders to be held on July 27, 1995, at Rio Suite Hotel &
Casino, I-15 & Flamingo, Las Vegas, Nevada 89114, at 10:00 a.m., local time.
Shareholders are requested to complete, date and sign the accompanying
proxy and return it promptly to the Company. Any proxy given may be revoked by a
shareholder at any time before it is voted at the Annual Meeting and all
adjournments thereof by filing with the Secretary of the Company a notice in
writing revoking it, or by duly executing and submitting a proxy bearing a later
date. Proxies may also be revoked by any shareholder present at the Annual
Meeting who expresses a desire to vote such shares in person. Subject to such
revocation, all proxies duly executed and received prior to, or at the time of,
the Annual Meeting will be voted in accordance with the specification on the
proxy card. If no specification is made, proxies will be voted in favor of the
proposals therein.
The Company will bear the cost of the solicitation of proxies,
including the charges and expenses of brokerage firms and others forwarding the
solicitation of material to beneficial owners of stock. In addition to the use
of the mails: directors, officers, regular employees and certain shareholders of
the company may solicit proxies personally, by telephone or by telegraph.
The Company's executive offices are located at 6780 Caballo Street, Las
Vegas, Nevada 89119, telephone number (702) 696-9300. It is expected that this
Proxy Statement and accompanying Proxy will first be mailed to shareholders on
or about July 7, 1995.
SHAREHOLDERS' VOTING RIGHTS
Only holders of record of the Company's Common Stock ($0.001 par value), at
the close of business on June 1, 1995, will be entitled to notice of, and to
vote at, the Annual Meeting. On such date, there were 12,556,566 shares of
Common Stock outstanding, the only class of stock issued by the Company. Each
share of Common Stock entitles the holder thereof to one vote upon each matter
to be voted upon at the Annual Meeting.
With respect to election of directors, assuming a quorum is present,
the seven candidates receiving the highest number of votes are elected. A quorum
is the presence in person or by proxy of shares representing a majority of the
outstanding shares of Common Stock.
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<PAGE> 4
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding ownership
of the Common Stock of the Company as of June 1, 1995, by (i) each person known
by the Company to be the beneficial owner of more than 5% of the outstanding
Common Stock of the Company, (ii) each director or nominee for director of the
Company, (iii) the Chief Executive officer and President, and (iv) all executive
officers, directors and nominees as directors of the Company as a group. Each
person has sole investment and voting power with respect to the shares
indicated, subject to community property laws where applicable, except as
otherwise indicated below.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER (1) SHARES(2) CLASS
- ---------------------------- --------- ----------
<S> <C> <C>
Craig E. Nash 2,635,014 5.16%
Scott O. Nash 2,656,276 15.28%
Myles Cane 60,000 *
Christopher Demetree (3) 655,691 3.77%
Lee Hooker 91,478 *
Arthur Berkowitz (4) 123,429 *
Linda Carrick 79,000 *
Vincent J. Casella (5) 267,747 *
Invesco Strategic Portfolios, Inc. 759,792 4.3%
Health Sciences Portfolio
The Global Health Sciences Fund 726,458 4.18%
All Officers, Directors and Nominees 6,793,635 39.09%
for Directors as a group (10 persons)
</TABLE>
- ---------------
* Less than 1%.
(1) The address of each of the director, nominees for director, or
executive officers, is c/o Crown Laboratories, Inc., 6780 Caballo
Street, Las Vegas, Nevada 89119.
(2) The amounts in this column include outstanding options to acquire
shares that are currently
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<PAGE> 5
exercisable or exercisable within 60 days of June 1, 1995, and shares
issued under employment agreements, even though the shares may not yet
have vested.
(3) Includes 20,000 shares owned by immediate family members.
(4) Includes shares held by a profit sharing plan and a family trust.
(5) Includes shares owned by a business in which Mr. Casella is a partner.
(7) Percentages are based on total shares outstanding of 12,556,566 plus
options and warrants outstanding of 4,819,076.
As a result of Craig E. Nash's and Scott O. Nash's positions with the
Company and their stock ownership, they may be deemed the "parents" of the
Company as that term is defined by the Securities and Exchange Commission.
ELECTION OF DIRECTORS
Seven directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting to hold office until the next Annual Meeting of
Shareholders and until their respective successors have been elected and shall
qualify. The Board of Directors nominees are the seven individuals named below,
all of whom currently serve as the Board of Directors except Mr. Vincent
Casella. It is the intention of the persons named in the enclosed proxy to vote
the shares covered by each proxy for the election of all the nominees named in
the table below. Although the Board of Directors does not anticipate that any
nominees will be unavailable for election, in the event of such occurrence the
proxies will be voted for such substitute, if any, as the Board of Directors may
designate. There is no cumulative voting for the Board of Directors.
The following table sets forth information with respect to nominees:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
<S> <C> <C> <C>
Craig E. Nash 40 Chairman of the Board of Directors and Chief 1980*
Executive Officer
Scott O. Nash 40 Vice Chairman of the Board of Directors and 1980*
President of the Company
Christopher Demetree 30 Director of National Accounts of the Company, 1992
Vice President of Demetree Brothers, Inc.
Lee Allen Hooker 49 Owner and Chief Executive Officer of American 1994
Benefits Counselor/Hooker Associates
Arthur Berkowitz 55 Agent for Equitable Life Assurance Society of 1994
the United States
</TABLE>
4
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Linda Carrick 41 Clinical Director, Surgical Nursing for the 1994
Hospital of the University of Pennsylvania
Vincent Casella 57 Equity Specialist, Floor Broker, Governor of Nominee
Philadelphia Stock Exchange
</TABLE>
- -------------------
* Includes the Company's predecessors.
Craig E. Nash has been the Chairman of the Board of Directors and Chief
Executive Officer of the Company since August 1990 and has held such position or
similar positions in Roe Pharmaceuticals Company, a former subsidiary of the
Company ("Roe") or its predecessor since February 1980. He is also the Senior
Marketing Executive of the Company. Mr. Nash has sixteen years of experience in
pharmaceutical and food products marketing. Mr. Nash attended the University of
Southern California.
Scott O. Nash has been Vice Chairman of the Board of Directors since
1990 and became President of the Company in January 1993. He had been the Chief
Operating Officer between August 1990 and December 1992, and has held these or
similar positions in Roe or its predecessor since February 1980. Mr. Nash has
sixteen years of experience in pharmaceutical and food products manufacturing
and operations. Mr. Nash attended the University of Southern California. Messrs.
Craig Nash and Scott Nash are brothers.
Christopher Demetree became a Director of the Company in December 1992
and became Director of National Accounts for the Company on approximately July
1, 1994. Mr. Demetree is Vice President of Demetree Brothers Inc., a
Florida-based fully integrated property management and investment company, and
is responsible for many aspects of the management of that company. His duties
primarily include planning and developing real estate developments encompassing
permits, sales proformas and construction budgets. Mr. Demetree holds a B.S.
degree in Industrial Management from Georgia Institute of Technology.
Lee Hooker became a director of the Company in February 1994. Mr.
Hooker is the Owner and Chief Executive Officer of American Benefits
Counselor/Hooker Associates, a brokerage firm for employee benefits to the
healthcare industry. He has been involved with the medical industry for more
than twenty-five years. Mr. Hooker holds a B.S. in Business Administration from
Columbia Union College and an M.S. in Business Administration from Pepperdine
University.
Arthur Berkowitz became a member of the Board of Directors in June
1994. For the past sixteen years, Mr. Berkowitz has been an agent for the
Equitable Life Assurance Society of the United States. He is also a Benefits
Consultant to many large corporations. For twelve years he was an engineer with
The General Electric Company. Mr. Berkowitz is a life and qualifying member of
the Million Dollar Round Table, a Director of the Philadelphia Friends of ALS,
and comptroller of the Germantown Jewish Centre of Philadelphia. Mr. Berkowitz
has a B.S. degree
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<PAGE> 7
in Mathematics from St. Lawrence University and B.Ae. and M. Ae. in Aeronautical
Engineering from Rensselaer Polytechnic Institute.
Linda Carrick became a member of the Board of Directors in June 1994.
Ms. Carrick has been in the nursing field since 1982. She has been Clinical
Director, Surgical Nursing for the Hospital of the University of Pennsylvania.
She has also served as Interim Director of Nursing for said Hospital. She is a
member of several professional organizations, including the American Association
of Critical Care Nursing, The American Nursing Association, American Heart
Association, and the American Society of Parenteral and Enteral Nutrition. Ms.
Carrick holds a B.S. Degree in Nursing from Villanova, M.S. Degree in Surgical,
Cardiovascular Nursing from University of Pennsylvania, and a Ph.D. in Surgical,
Cardiovascular Nursing.
Vincent J. Casella is a nominee for the Board of Directors. Mr. Casella
is an equity specialist, floor broker, and member of the Philadelphia Stock
Exchange. He has accumulated over 35 years of experience in numerous senior
positions in the securities industry, including associations with Republic
Securities Corporation, Steadman Funds, and several NYSE firms. He was Trustee
of PHLX Foundation, Director of Stock Clearing Corporation, and Director of
Philadelphia Depository Trust Company. Currently, he is a Governor of the
Philadelphia Stock Exchange and has held chairman and vice-chairman positions in
a variety of steering committees at the Exchange.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES THEREOF
The Board of Directors appointed an Audit Committee and a Compensation
Committee on April 1, 1994, but it does not have a Nominating Committee. The
functions of the Audit Committee include recommending to the Board of Directors
the independent auditors; reviewing and approving the planned scope of the
annual audit, proposed fee arrangements and the results of the annual audit;
reviewing the adequacy of accounting and financial controls; reviewing the
independence of the independent auditors; approving all assignments to be
performed by the independent auditors; and instructing the independent auditors,
as deemed appropriate, to undertake special assignments. The current members of
the Audit Committee are Arthur Berkowitz, Myles Cane and Linda Carrick.
The current members of the compensation Committee are Lee Allen Hooker,
Myles Cane and Arthur Berkowitz. The functions of the compensation Committee are
to approve or recommend the approval to the Board of Directors of the
compensation and the remuneration arrangements for directors and senior
management.
The Board of Directors held a total of 8 meetings and took 26 actions
by unanimous written consent during the fiscal year ending December 31, 1994.
Each Director attended more than 75% of the aggregate number of meetings of the
Board of Directors and committee meetings.
6
<PAGE> 8
EXECUTIVE OFFICERS AND KEY EMPLOYEES
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Craig E. Nash 40 Chairman of the Board of Directors and
Chief Executive Officer
Scott O. Nash 40 Vice Chairman of the Board of Directors and
President
Scott Hilley 43 Vice President of Finance
</TABLE>
For the biographies of Messrs. Nash, and Nash see "Election of
Directors."
Scott Hilley has been Vice President of Finance of the Company since
June 12, 1995. Mr. Hilley has over 20 years of experience in various areas of
financial management in major consumer products organizations and major money
center commercial banks. Prior to joining the Company, he served as business
controller for Goody Products, Inc. Earlier, Mr. Hilley spent over 10 years in
several key financial management positions within Nestle Foods, most notably,
business controller of United States chocolate operations. He holds a B.S. in
Banking and Finance and Management, and an M.B.A. from New York University.
EXECUTIVE COMPENSATION AND OTHER MATTERS
No executive officer of the company accrued remuneration in excess of
$100,000 during 1994. The following table shows all remuneration accrued by the
Chief Executive Officer and President during the fiscal years ended December 31,
1992, 1993, and 1994, for services in all capacities rendered to the Company and
its subsidiaries.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards
------
Restricted Securities
Name and Other Annual Stock Underlying
Principal Position Salary Compensation(5) Award Options
- ------------------ ------ --------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Craig E. Nash 1994 $ 66,329 $ 0 $ 0 0
Chairman, Board of Directors 1993 24,904(1) 0 2,086(1) 768,028
and Chief Executive Officer 1992 12,924(2) 0 20 24,000
Scott O. Nash 1994 57,223 0 0 0
Vice Chairman of the Board 1993 28,735(3) 0 2,086(2) 768,029
of Directors and President 1993 14,093(4) 0 7 16,000
</TABLE>
7
<PAGE> 9
- -------------------------
(1) Includes 2,056,462 shares granted under Mr. Craig Nash's employment
agreement with nominal fair market value on the date of the employment
agreement. All Common Stock issued to Craig Nash and Scott Nash were
ascribed a nominal value by the Company and its investment adviser
given the inherent uncertainty as to the ability of the Company to
raise capital and continue in existence as of the dates such shares
were issued. An additional 30,000 shares were also granted with a
nominal fair market value at the date of grant and a fair market value
of $86,250 at December 31, 1994 and such 30,000 shares vest 10,000
shares each on January 3, 1995, 1996, and 1997. All the shares are
eligible to receive dividends.
(2) Includes 19,805 shares granted in lieu of compensation with a nominal
fair market value on the date of grant.
(3) Includes 2,056,462 shares granted under Mr. Scott Nash's employment
agreement with a nominal fair market value on the date of the
employment agreement. An additional 30,000 shares were also granted
with a nominal fair market value at the date of grant and a fair market
value of $86,250 at December 31, 1994 and such 30,000 shares vest
10,000 shares each on January 3, 1995, 1996 and 1997. All the shares
are eligible to receive dividends.
(4) Includes 115,200 shares granted in lieu of compensation at a nominal
fair market value on the date of grant.
(5) The Company provided automobile allowances to certain of its employees,
including certain persons who are executive officers of the Company,
based upon job requirements of each employee. No amounts with respect
to the personal use of automobiles, if any, have been included in the
above table. The Company has concluded that the aggregate amounts of
such personal benefits which cannot be specifically or precisely
ascertained, did not in any event exceed, as to any executive officer,
either the lesser of $50,000 or 10% of his cash compensation for the
last fiscal year, and that the information set forth in the foregoing
table is not rendered materially misleading by virtue of the omission
of the value of such personal benefits.
The following table sets forth certain information with respect to
holdings of stock options to certain of the Company's executive officers during
fiscal 1994:
OPTIONS HELD IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-----------------
% of Total
Options
Number of Granted to Exercise
Shares Underlying Employees of Base
Options In Price Expiration
Name Granted (#) Fiscal Year ($/Sh.) Date
---- ----------------- ----------- -------- ----------
<S> <C> <C> <C>
Craig E. Nash 768,028(1) 36.6% $1.275 11/18/03
Scott O. Nash 768,029(1) 36.6% $1.275 11/18/03
</TABLE>
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<PAGE> 10
- -------------------
(1) Options can be modified by agreement of the Company and the officers.
No options were granted to or exercised by Craig E. Nash or Scott O. Nash during
1994.
The following table sets forth certain information with respect to the
number and value of options held by certain of the Company's executive officers
at the end of fiscal 1994.
AGGREGATE OPTION EXERCISES (1) AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-The
Unexercised Options at FY-End Money Options at FY-End
------------------------------- ---------------------------
Name of Individual Exercisable Unexercisable Exercisable(3) Unexercisable
- ------------------ ----------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Craig E. Nash(2) 768,028 - $472,337 -
CEO
Scott O. Nash(2) 768,029 - $472,338 -
President
</TABLE>
- --------------------
(1) No options were exercised in 1994.
(2) The options granted under the 1992 Stock Option Plan can be amended by
the Board of Directors and the options are exercisable at $1.275 per
share through November 18, 2003.
(3) Based on the market price on December 31, 1994.
The Company in January 1993 entered into five-year employment
agreements with Craig E. Nash and Scott O. Nash, each of whom will receive a
current base salary per annum of $60,000 increasing to $110,000 by year five of
their respective agreements. The Company can terminate each such employment for
cause (as defined) on 90 days notice. If the individual is terminated by the
Company during the terms of the employment agreement, Craig E. Nash and Scott O.
Nash will receive certain termination compensation of twenty-four and
twenty-four months respectively, of base salary.
Each employment agreement referred to above prohibits the individual
from directly or indirectly competing with the Company for a period of three
years after separation from the Company, and binds the individual to certain
confidentiality agreements.
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<PAGE> 11
In addition, the Company has set up a bonus pool of 10% of pre-tax
profits with Craig E. Nash and Scott O. Nash in the aggregate being entitled to
50% of such Bonus Pool and the balance may be allocated at the discretion of the
Chief Executive Officer.
COMPENSATION OF DIRECTORS
Upon Messrs. Cane and Hooker becoming directors of the Company in
February 1994, each received options for 50,000 shares of Common Stock,
exercisable at $1.275 per share through December 31, 1998. Mr. Cane, upon
departure from the Board of Directors, will return 25,000 options to the Company
received as compensation for a period of time not served.
Mr. Berkowitz and Ms. Carrick, upon their election to the Board of
Directors, each received 50,000 options at $1.38 exercisable through May 31,
1999.
CERTAIN TRANSACTIONS
CRAIG E. NASH AND SCOTT O. NASH
Through the date of liquidation and dissolution of Roe Pharmaceuticals,
Inc. ("Roe") in October 1993, the consolidated financial statements of Crown
included net liabilities of Roe of $238,261. Of this amount, net liabilities of
$85,000 were assumed by Messrs. Craig Nash and Scott Nash prior to dissolution
in return for the issuance to each of 90,023 shares of common stock of Roe.
In 1993, Craig Nash and Scott Nash borrowed $21,000 and $8,500,
respectively at 8% interest, from the Company and repaid such amounts in March
1994 by transferring shares of the Company's common stock valued at $1.50 per
share. As of December 31, 1994, the Company had advanced funds to Craig Nash and
Scott Nash. These advances were repaid by a one time salary increase granted to
Craig Nash and Scott Nash of $15,000 and $5,000, respectively.
Craig Nash and Scott Nash also guarantee certain indebtedness of the
Company and have pledged a total of 500,000 shares of common stock of the
Company to secure such guarantee. If the lender seizes such shares as a result
of a default by the Company, the Company has agreed to replace such shares.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
In order for a shareholder proposal to be included in the Board of
Directors' Proxy Statement for the next Annual Meeting of Shareholders, such
proposal must be received at 6780 Caballo Street, Las Vegas, Nevada 89119,
Attention: Corporate Secretary, no later than the close of business on July 7,
1996.
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<PAGE> 12
INDEPENDENT AUDITORS
Arthur Andersen LLP has been selected as independent auditors for the
Company for the current fiscal year and was auditor for 1993. Arthur Andersen
LLP does not have and has not had at any time any direct or indirect financial
interest in the Company and does not have and has not had at any time any
connection with the Company in the capacity of promoter, underwriter, voting
trustee, director, officer, or employee. Neither the Company nor any officer or
director of the Company has or has had any interest in Arthur Andersen LLP.
The Board of Directors of the Company has approved Arthur Andersen LLP
as its independent auditors. Prior thereto, they have questioned partners of
that firm about its methods of operation and have received assurances that any
litigation or other matters involving it do not affect its ability to perform as
the Company's independent auditors.
Representatives of Arthur Andersen LLP will be present at the Annual
Meeting, will have an opportunity to make statements if they so desire, and will
be available to respond to appropriate questions.
In June, 1993 Michael Tom, Certified Public Accountant, became
Controller of the Company and on October 1, 1993 the Company retained Arthur
Andersen LLP as its independent public accountants. Mr. Tom was Chief Financial
Officer of the Company until June 9, 1995. The change in independent public
accountants was approved by the Board of Directors. For the Company's fiscal
years ended December 31, 1992 and 1991, the financial statements did not contain
an adverse opinion or a disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles by Michael
Tom, Certified Public Accountant, except for an explanatory paragraph as to the
Company's ability to continue as an ongoing concern. During the two fiscal years
ended December 31, 1992 and 1991, and through the date of his resignation, there
were not any disagreements with Michael Tom, Certified Public Accountant, on any
matter of accounting principles or practice, financial statement disclosure,
auditing scopes or procedure which disagreements if not resolved to the
satisfaction of Michael Tom, Certified Public Accountant, would have caused him
to make a reference to the subject matter of the disagreements in connection
with his last report, nor were there any "reportable events" as defined by the
Securities and Exchange Commission. During the two fiscal years ended December
31, 1992 and 1991, and until the date of their retention, the Company had not
consulted with Arthur Andersen LLP, on the application of accounting principles
to a specified transaction, or the type of audit opinion that might be rendered
on the Company's financial statements or any disagreements or reportable events.
ANNUAL REPORT
The Company's 1994 Annual Report to Shareholders containing its
financial statement for the fiscal year ended December 31, 1994, will be mailed
to all shareholders of record as of June 1, 1995. The Annual Report to
Shareholders does not constitute any part of this Proxy Statement. Any
Shareholder who does not receive a copy of such Annual Report to Shareholders
may obtain one by writing to the Company.
11
<PAGE> 13
REPORT FILED WITH SECURITIES AND EXCHANGE COMMISSION
ANY BENEFICIAL OWNER OF SECURITIES OF THE COMPANY WHOSE PROXY IS HEREBY
SOLICITED MAY REQUEST AND RECEIVE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT OR FORM 10-KSB (AS AMENDED), INCLUDING THE FINANCIAL STATEMENTS THERETO,
BUT EXCLUDING EXHIBITS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
REQUEST SHOULD BE ADDRESSED TO: CROWN LABORATORIES, INC. 6780 CABALLO STREET,
LAS VEGAS, NEVADA 89119, ATTENTION: LAWRENCE ROSENTHAL, DIRECTOR OF INVESTOR &
PUBLIC RELATIONS.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
know of any other matters which will be brought before the Annual Meeting.
However, if any other matter properly comes before the Meeting, or any
adjournment thereof, the person or persons voting the proxies will vote on such
matters in accordance with their best judgment and discretion.
By Order of the Board of Directors
/s/ CRAIG E. NASH
CRAIG E. NASH
Chairman of the Board
Las Vegas, Nevada
July 5, 1995
12
<PAGE> 14
CROWN LABORATORIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS ON JULY 27, 1995
THE UNDERSIGNED HEREBY APPOINTS CRAIG E. NASH AND SCOTT O. NASH, OR EITHER OF
THEM WITH FULL POWER OF SUBSTITUTION TO EACH OF THEM, AS PROXIES TO REPRESENT
THE UNDERSIGNED AT THE ANNUAL MEETING OF SHAREHOLDERS OF CROWN LABORATORIES,
INC. TO BE HELD AT 10:00 A.M., PACIFIC DAYLIGHT TIME, JULY 27, 1995, AT RIO
SUITE HOTEL & CASINO, I-15 & FLAMINGO, LAS VEGAS, NEVADA 89114, AND AT ANY
ADJOURNMENT THEREOF AND TO VOTE ALL SHARES OF STOCK WHICH THE UNDERSIGNED MAY BE
ENTITLED TO VOTE AT SUCH MEETING AS FOLLOWS:
(1) ________ FOR ALL NOMINEES LISTED BELOW EXCEPT AS SET FORTH
TO THE CONTRARY BELOW
________ WITHHOLDING AUTHORITY TO VOTE FOR ALL NOMINEES AS
SET FORTH BELOW
CRAIG E. NASH, SCOTT O. NASH, CHRISTOPHER DEMETREE, LEE ALLEN HOOKER, ARTHUR
BERKOWITZ, LINDA CARRICK, AND VINCENT J. CASELLA.
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL
NOMINEE,
WRITE THE NOMINEE'S NAME: ____________________________________
(2) TO VOTE WITH DISCRETIONARY AUTHORITY UPON ANY OTHER
BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO SPECIFICATION IS MADE, IT WILL BE VOTED FOR THE BOARD OF DIRECTORS.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CROWN
LABORATORIES, INC.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE ANNUAL
MEETING OF SHAREHOLDERS AND PROXY STATEMENT DATED JULY 5, 1995.
Date __________________, 1995.
____________________________________ _____________________________________
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
THIS PROXY SHOULD BE SIGNED EXACTLY AS YOUR NAME APPEARS HEREON. JOINT OWNERS
SHOULD BOTH SIGN. IF SIGNED BY EXECUTORS, ADMINISTRATORS, TRUSTEES AND OTHER
PERSONS SIGNING IN REPRESENTATIVE CAPACITY, THEY SHOULD GIVE FULL TITLES.
PLEASE COMPLETE, DATE, AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE> 15
July 7, 1995
CROWN LABORATORIES, INC.
Supplement to Proxy Statement of
Crown Laboratories, Inc.
dated July 5, 1995
On Page 3 of the Proxy Statement under "Principal Shareholders", the
table is revised as follows:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER(1) SHARES(2) CLASS
- --------------------------- --------- ----------
<S> <C> <C>
Craig E. Nash 2,635,014 15.16%
Scott O. Nash 2,656,276 15.28%
Myles Cane 60,000 *
Christopher Demetree(3) 655,691 3.77%
Lee Hooker 91,478 *
Arthur Berkowitz(4) 159,129 *
Linda Carrick 79,000 *
Vincent J. Casella(5) 267,747 1.54%
Invesco Strategic
Portifolios, Inc. 759,792 4.30%
Health Sciences Portifolio
The Global Health Sciences
Fund 726,458 4.18%
All Officers, Directors and
Nominees for Directors
as a group (9 persons) 6,793,635 39.09%
</TABLE>
- ---------------
* Less than 1%
(1) The address of each of the directors, nominees for director, or
executive officers, is c/o Crown Laboratories, Inc., 6780 Caballo
Street, Las Vegas, Nevada 89119.
(2) The amounts in this column include outstanding options to acquire
shares that are currently exercisable or exercisable within 60 days
of June 1, 1995, and shares issued under employment agreements, even
though the shares may not yet have vested.
(3) Includes 20,000 shares owned by immediate family members.
(4) Includes shares held by a profit sharing plan and a family trust.
(5) Includes shares owned by a business in which Mr. Casella is a
partner.
