Schedule 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Suprema Specialties, Inc.
(Name of Registrant as Specified in Its Charter)
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(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>
SUPREMA SPECIALTIES, INC.
510 East 35th Street
Paterson, New Jersey 07543
October 17, 1997
Dear Fellow Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
which will be held on Wednesday, November 12, 1997 at 9:00 A.M. at the Radisson
Hotel, the Fairleigh/Princeton Room, 401 S. Van Brunt Street, Englewood, New
Jersey 07631.
The Notice of Annual Meeting and Proxy Statement which follow describe the
business to be conducted at the meeting.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted. After reading the enclosed Notice of
Annual Meeting of Shareholders and Proxy Statement, I urge you to complete,
sign, date and return your proxy card in the envelope provided. If the address
on the accompanying material is incorrect, please advise our Transfer Agent,
Continental Stock Transfer & Trust Company, in writing, at 2 Broadway, New York,
New York 10004.
Your vote is very important, and we will appreciate a prompt return of your
signed proxy card. We hope to see you at the meeting.
Cordially,
Mark Cocchiola
Chairman of the Board, Chief
Executive Officer and President
<PAGE>
SUPREMA SPECIALTIES, INC.
510 East 35th Street
Paterson, New Jersey 07543
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 12, 1997
--------------------
To the Shareholders of SUPREMA SPECIALTIES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Suprema
Specialties, Inc. (the "Company") will be held on Wednesday, November 12, 1997,
at 9:00 A.M. at the Radisson Hotel, the Fairleigh/Princeton Room, 401 S. Van
Brunt Street, Englewood, New Jersey 07631, for the following purposes:
1. To elect six (6) directors to hold office until the next Annual Meeting
of Shareholders and until their respective successors have been duly elected and
qualified; and
2. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on October 10, 1997
are entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors,
Mark Cocchiola
Chairman of the Board,
Chief Executive Officer and
President
October 17, 1997
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IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
<PAGE>
PROXY STATEMENT
SUPREMA SPECIALTIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 12, 1997
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SUPREMA SPECIALTIES, INC. (the "Company")
for use at the Annual Meeting of Shareholders to be held on November 12, 1997,
including any adjournment or adjournments thereof (the "Annual Meeting"), for
the purposes set forth in the accompanying Notice of Meeting.
Management intends to mail this proxy statement and the accompanying form
of proxy to shareholders on or about October 20, 1997.
Proxies in the accompanying form, duly executed and returned to the Company
and not revoked, will be voted at the Annual Meeting. Any proxy given pursuant
to such solicitation may be revoked by the shareholder at any time prior to the
voting of the proxy by a subsequently dated proxy, by written notification to
the Secretary of the Company, or by personally withdrawing the proxy at the
Annual Meeting and voting in person.
The address and telephone number of the principal executive offices of the
Company are:
510 East 35th Street
Paterson, New Jersey 07543
Telephone No.: (973) 684-2900
OUTSTANDING STOCK AND VOTING RIGHTS
Only shareholders of record at the close of business on October 10, 1997
(the "Record Date") are entitled to notice of, and to vote at, the Annual
Meeting. As of the Record Date, there were issued and outstanding 4,560,144
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), the Company's only class of voting securities. Each share entitles the
holder to one vote on each matter submitted to a vote at the Annual Meeting.
<PAGE>
VOTING PROCEDURES
The directors will be elected by the affirmative vote of a plurality of the
shares of Common Stock present in person or represented by proxy at the Annual
Meeting, provided a quorum exists. All other matters at the Annual Meeting will
be decided by a majority of the votes cast by the holders of shares of Common
Stock present in person or represented by proxy at the Annual Meeting, provided
a quorum exists. Votes will be counted and certified by an Inspector of Election
who is expected to be an employee of Continental Stock Transfer & Trust Company,
the transfer agent for the Common Stock. A quorum will exist at the Annual
Meeting if at least a majority of the outstanding shares of Common Stock as of
the Record Date are present in person or represented by proxy. Based upon the
Company's understanding of the requirements of the laws of the State of New York
and the Company's Certificate of Incorporation and By-laws, "votes cast" at a
meeting of stockholders by the holders of shares entitled to vote are
determinative of the outcome of the matter to be voted on; failures to vote,
broker non-votes and abstentions will not be considered "votes cast."
The enclosed proxies will be voted in accordance with the instructions
thereon. Unless otherwise stated, all shares represented by such proxies will be
voted as instructed. Proxies may be revoked as noted above.
ELECTION OF DIRECTORS
Directors are elected annually by the shareholders. At this year's Annual
Meeting of Shareholders, six (6) directors will be elected to hold office for a
term expiring at the 1998 Annual Meeting of Shareholders. Each director will be
elected to serve until a successor is elected and qualified or until the
director's earlier resignation or removal.
At this year's Annual Meeting of Shareholders, the proxies granted by
shareholders will be voted individually for the election as directors of the
Company of the persons listed below, unless a proxy specifies that it is not to
be voted in favor of a nominee for director. In the event any of the nominees
listed below shall be unable to serve, it is intended that the proxy will be
voted for such other nominees as are designated by the Board of Directors. Each
of the persons named below has indicated to the Board of Directors of the
Company that he will be available to serve.
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<PAGE>
Name Age Position
---- --- --------
Mark Cocchiola 41 Chairman of the Board,
Chief Executive Officer
and President
Paul Lauriero 46 Executive Vice President
and Director
Marco Cocchiola 73 Director
Dr. Rudolph Acosta, Jr. 42 Director
Paul DeSocio 55 Director
William C. Gascoigne 44 Director
Mark Cocchiola has been President and a director of the Company since its
inception in 1983 and Chairman of the Board and Chief Executive Officer since
February 1991. Mark Cocchiola is the son of Marco Cocchiola.
Paul Lauriero has been a director of the Company since its inception in
1983 and Executive Vice President since February 1991. Mr. Lauriero was employed
by the Company in various capacities from its inception in 1983. Mr. Lauriero is
the brother-in-law of Mark Cocchiola.
Marco Cocchiola has been a director of the Company since February 1991 and
Operations Manager since the Company's inception in 1983. Mr. Cocchiola was
Secretary of the Company from February 1991 to June 1993. Marco Cocchiola is the
father of Mark Cocchiola.
Rudolph Acosta, Jr., M.D. has been a director of the Company since August
1993. He has been engaged in the private practice of medicine since August 1986.
Paul DeSocio has been a director of the Company since August 1993. He has
been the President and a director of Autoprod, Inc., a manufacturer of food
packaging machinery since May 1989. From 1980 through May 1989, Mr. DeSocio was
a Vice President of Autoprod, Inc.
William C. Gascoigne has been a director of the Company since November
1996. He has served as a Vice President of Summit Bank since January 1989. From
November 1983 through January 1989, Mr. Gascoigne was a Vice President of First
Fidelity Bank.
During the fiscal year ended June 30, 1997, the Board of Directors held one
meeting at which all of the Directors were present and also took action by
unanimous written consents of the
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<PAGE>
directors in lieu of meetings. The Board of Directors does not have a
compensation or nominating committee or other committees performing similar
functions. The Board of Directors has an Audit Committee that is currently
composed of Mr. Mark Cocchiola, Dr. Rudolph J. Acosta, Jr. and Mr. Paul DeSocio.
The function of the Audit Committee is to supervise the audit and financial
procedures of the Company. The Audit Committee held one meeting during the
fiscal year ended June 30, 1997.
Compensation of Directors
Non-employee directors receive compensation in the amount of $500 for each
meeting attended in person and $250 for each meeting attended by telephone
conference call for serving on the Board of Directors. Directors are reimbursed
for all out-of-pocket expenses incurred in attending Board meetings.
In addition, under the Company's 1991 Stock Option Plan (the "Plan"),
non-employee directors (other than directors who become members of a stock
option committee appointed by the Board of Directors pursuant to the Plan) are
eligible to be granted nonqualified stock options ("NSOs"). The Board of
Directors, or the stock option committee (the "Committee"), if one is appointed
by the Board, has discretion to determine the number of shares subject to each
NSO (subject to the number of shares available for grant under the Plan), the
exercise price thereof (provided such price is not less than 100% of the fair
market value of the underlying shares on the date of grant), the term thereof
(but not in excess of 10 years from the date of grant) and the manner in which
the option becomes exercisable (amounts, intervals and other conditions).
Directors who are employees (and are not members of the Committee) are eligible
to be granted incentive stock options ("ISOs") and NSOs under the Plan. The
Board or the Committee has discretion to determine the number of shares subject
to each ISO, the exercise price and other terms and conditions thereof, but
their discretion as to the exercise price, the term of each ISO and the number
of ISOs that may vest in any year, is limited by the terms of the Plan and the
Internal Revenue Code of 1986, as amended.
EXECUTIVE OFFICERS
In addition to Mr. Mark Cocchiola and Mr. Paul Lauriero, the Company's
executive officers include Messrs. Steven Venechanos and Thomas F. Egan.
Officers are elected annually by the Board of Directors and serve at the
discretion of the Board.
Steven Venechanos, age 38, has been employed by the Company since April
1994 and became Chief Financial Officer and
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<PAGE>
Secretary of the Company in April 1995. From June 1990 until joining the
Company, he was employed in a variety of positions at Breed Technologies, a
manufacturer of airbag sensors.
Thomas Egan, age 56, has been Vice President-Sales of the Company since May
1993 and Senior Vice President-Sales since June 1995. From May 1992 through May
1993, he was Sales Manager of Blue Ridge Farms, a salad manufacturer. From
October 1990 through May 1992, Mr. Egan was President of TEF Sales Corp., a
sales and marketing consulting firm specializing in the cheese importing
business.
EXECUTIVE COMPENSATION
The following table discloses for the fiscal years ended June 30, 1997,
1996 and 1995, compensation awarded to Mark Cocchiola, Chief Executive Officer
during such fiscal years, Paul Lauriero, Executive Vice President (the "Named
Executives") and Thomas Egan, the only other executive officer of the Company
whose salary equaled or exceeded $100,000 during the 1997 fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual ------------
Compensation Securities
Name and Underlying All Other
Principal Position Year Salary ($) Options(#) Compensation($)*
- ------------------ ---- ---------- ---------- ---------------
<S> <C> <C> <C> <C>
Mark Cocchiola, 1997 250,000 50,000 105,454
Chairman of the Board, 1996 250,000 50,000 17,742
Chief Executive Officer, 1995 200,000 50,000 62,469
President
Paul Lauriero, 1997 250,000 50,000 105,454
Executive Vice President 1996 250,000 30,000 17,742
1995 200,000 50,000 62,469
Thomas F. Egan 1997 105,769 25,000 6,600
Senior Vice President/Sales 1996 100,000 0 6,600
1995 87,500 10,000 6,600
</TABLE>
- ----------
* Consists of automobile allowance, medical insurance premium reimbursement and
compensation paid in lieu of vacation and bonuses received by Messrs. Cocchiola
and Lauriero for the fiscal years ended June 30, 1995 and for fiscal 1997. See
"Employmen Agreements."
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<PAGE>
The following table discloses information concerning options granted in
fiscal 1997 to the Named Executives.
Option Grants in Fiscal Year Ended June 30, 1997
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------
Number of
Securities Percent of Potential Realizable Value
Underlying Total Options at Assumed Annual Rates of
Options Granted to Exercise Stock Price Appreciation
Granted Employees in Price Expiration for Option Term (1)(2)
Name (#) (1) Fiscal Year ($/Sh) Date --------------------------
- ---- ------- ----------- ------ ----------
5% ($) 10% ($)
---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Mark
Cocchiola 50,000 28.4 3.75 3/18/02 51,802.80 114,470.63
Paul
Lauriero 50,000 28.4 3.75 3/18/02 51,802.80 114,470.63
Thomas
Egan 25,000 14.2 3.75 3/18/02 25,901.40 57,235.32
</TABLE>
- ----------
(1) The options granted to Messrs. Cocchiola and Lauriero were exercisable in
full from the date of grant. The option granted to Mr. Egan vests in three
annual installments on March 18, 1997, 1998 and 1999, respectively.
(2) The potential realizable value columns of the table illustrate values that
might be realized upon exercise of the options immediately prior to their
expiration, assuming the Company's Common Stock appreciates at the
compounded rates specified over the term of the options. These numbers do
not take into account provisions of options providing for termination of
the option following termination of employment or nontransferability of
the options and do not make any provision for taxes associated with
exercise. Because actual gains will depend upon, among other things, future
performance of the Common Stock, there can be no assurance that the amounts
reflected in this table will be achieved.
The following table sets forth information concerning the number of options
owned by the Named Executives and the value of unexercised stock options held by
the Named Executives as of June 30, 1997. No stock options were exercised by
the Named Executives during fiscal 1997.
Aggregate Year-End Option Values
--------------------------------
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
June 30, 1997 June 30, 1997($)(1)
Shares --------------- ------------------
Acquired on Value Rea- Exerci- Unexer- Exerci- Unexer-
Name Exercise (#) lized ($) sable cisable sable cisable
- ---- ------------ ---------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Mark
Cocchiola -- -- 150,000 -- $28,250 --
Paul
Lauriero -- -- 130,000 -- $28,250 --
Thomas
Egan -- -- 23,333 16,667 $ 3,750 --
</TABLE>
- ----------
(1) Year-end values for unexercised in-the-money options represent the positive
spread between the exercise price of such options and the fiscal year end
market value of the common stock. An Option is "in-the-money" if the fiscal
year end fair market value of the Common Stock exceeds the option exercise
price. The last sale price (the fair market value) of the Common Stock on
June 30, 1997 was $3.625 per share.
Employment Agreements
Each of Mark Cocchiola and Paul Lauriero has entered into an employment
agreement with the Company. Each agreement provides for the full-time employment
of the executive at an annual salary of $250,000, subject to adjustment for cost
of living increases, and an annual bonus equal to 5% of the Company's pre-tax
profits in excess of $650,000. The Named Executives each received a bonus in
1995 of $44,727, waived their rights to annual bonuses in 1996, and received
bonuses of $87,711 each in fiscal 1997. Each agreement provides that the
executive will not compete with the Company during the term of his employment
and for a period of one year following termination thereof by either the Company
or the executive for any reason. The agreements also provide that if employment
of the executive is terminated under certain circumstances, including a "change
of control," he will be entitled to receive severance pay equal to the higher of
(i) $150,000 ($450,000 in the event of a change of control) or (ii) the total
compensation paid to him by the Company during the 12 month period (36 month
period in the event of a change of control) prior to the date of termination.
Compensation Committee Interlocks and
Insider Participation In Compensation Decisions
The Company does not have a compensation committee of its Board of
Directors or other committee performing similar functions. Decisions as to
compensation are made by the Board of Directors based primarily upon
recommendations made by Mark
-6-
<PAGE>
Cocchiola, the Company's Chief Executive Officer. Mr. Paul Lauriero the
Company's Executive Vice President, participated in the Board's deliberations
concerning compensation of executive officers for the Company's fiscal year
ended June 30, 1997. Mr. Lauriero is the brother-in-law of Mark Cocchiola.
During fiscal 1997, none of the executive officers of the Company served on the
Board of Directors of the compensation committee of any other entity, any of
whose officers served on the Board of Directors of the Company.
Report on Executive Compensation
There is no compensation committee of the Board of Directors or other
committee of the Board performing similar functions. As noted above,
compensation of the Company's executive officers is determined by the Board of
Directors pursuant to recommendations made by Mark Cocchiola, the Company's
Chief Executive Officer. There is no formal compensation policy for the
Company's executive officers, other than the existing employment agreements
between the Company and each of Messrs. Mark Cocchiola and Paul Lauriero.
Total compensation for executive officers consists of a combination of base
salaries, bonuses and stock option awards. The salaries of the Named Executives
are fixed annually by the Board subject to the terms of any employment agreement
between the Named Executives and the Company. Annual bonuses to the Named
Executives are based generally on the Company's performance and available
resources. Base salary and bonus compensation of the other executive officers is
based on the Company's financial performance and the executive's individual
performance and level of responsibility. Stock option awards under the Company's
1991 Stock Option Plan are intended to attract, motivate and retain senior
management personnel by affording them an opportunity to receive additional
compensation based upon the performance of the Company's Common Stock.
In March 1997, options to purchase 50,000, 50,000, 25,000 and 25,000 shares
of Common Stock were granted under the Plan to Mark Cocchiola, Paul Lauriero,
Thomas Egan and Steven Venechanos, respectively, at $3.75 per share. In
September 1997, options to purchase an additional 25,000 shares of Common Stock
were granted to Steven Venechanos at $3.43 per share. For fiscal 1997, the
Company had net sales of approximately $88,311,000 and net income of
approximately $121,000 after two one-time expenses relating to a sale leaseback
transaction and a write-off of certain marketing service agreements totaling
approximately $2,203,000, compared to net sales of approximately $65,104,000
-7-
<PAGE>
and net income of approximately $1,409,000 for the fiscal year ended June 30,
1996.
Mark Cocchiola
Paul Lauriero
Marco Cocchiola
Dr. Rudolph Acosta, Jr.
Paul DeSocio
William C. Gasgione
Stock Performance Graph
The following line graph compares, from June 30, 1992 through June 30,
1997, the cumulative total return among the Company, companies comprising the
Russell 2000 Index and a Peer Group Index, based on an investment of $100 on
June 30, 1992, in the Company's Common Stock and each index, and assuming
reinvestment of all dividends, if any, paid on such securities. The Company has
not paid any dividends and, therefore, the cumulative total return calculation
for the Company is based solely upon stock price appreciation. The Peer Group
Index consists of companies in the food business. These companies are: Alpine
Lace Brands, Inc., Dean Foods Co., Farmer Brothers Co., Golden Enterprises,
Inc., Integrated Brands, Inc., Lifeway Foods, Inc., Michael Foods, Inc.,
Morningstar Group, Inc., Tofutti Brands, Inc., and Universal Foods CP. Historic
stock price is not necessarily indicative of future stock price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
SUPREMA SPECIALTIES, INC., RUSSELL 2000 INDEX
AND PEER GROUP INDEX
6/30/92 6/30/93 6/30/94 6/30/95 6/30/96 6/30/97
- --------------------------------------------------------------------------------
The Company $ 100.00 $ 158.06 $ 61.29 $ 83.87 $ 154.84 $ 93.55
Russell 100.00 125.96 131.51 157.64 195.20 227.07
2000
Index
Peer Group 100.00 108.86 106.29 111.97 118.27 166.76
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VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record Date,
based on information obtained from the persons named below, with respect to the
beneficial ownership of shares of Common Stock by (i) each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
shares of Common Stock, (ii) each of the Named Executives, (iii) each of the
Company's directors and (iv) all executive officers and directors as a group:
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<PAGE>
Amount and Nature Percentage of
Name and Address of of Beneficial Outstanding
Beneficial Owner(1) Ownership(2) Shares Owned(3)
Mark Cocchiola 769,302(4) 16.3%
Paul Lauriero 450,619(5) 9.6
Marco Cocchiola 90,079(6) 1.9
Thomas Egan 23,333(7) *
Dr. Rudolph Acosta 3,000(8) *
Paul DeSocio -- --
All executive officers
and directors as a group
(eight persons) 1,347,333(4)(5)(6) 27.2
(7)(8)(9)
(1) The address of each beneficial owner is in care of the Company.
(2) Unless otherwise noted, the Company believes that all persons referred to
in the table have sole voting and investment power with respect to all
shares of Common Stock reflected as beneficially owned by them.
(3) Calculated based on 4,560,144 shares of Common Stock outstanding at the
Record Date. The applicable percentage is based on options to purchase
Common Stock which are currently exercisable or become exercisable within
60 days of such date.
(4) Includes (i) exercisable options to purchase 150,000 shares and (ii) 6,000
shares held of record by Mr. Cocchiola's wife.
(5) Includes (i) exercisable options to purchase 130,000 shares and (ii) 22,539
shares held of record by Mr. Lauriero's wife and (iii) 45,079 shares held
of record by Mr. Lauriero's children.
(6) Includes exercisable options to purchase 80,000 shares.
(7) Represents exercisable options to purchase 23,333 shares.
(8) Does not include 800 shares owned by Dr. Acosta's children, with respect to
which Dr. Acosta disclaims any beneficial interest.
(9) Includes options to purchase 11,000 shares of Common Stock held by Steven
Venechanos, which are currently exercisable.
During the fiscal year ended June 30, 1997 the Company believes that all
transactions required to be reported by its executive officers or directors on
either Form 4 or Form 5 were reported except that Messrs. Mark Cocchiola,
Lauriero, Egan and Venechanso failed to timely report the stock options granted
to them under the plan in March 1997.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman, LLP has audited and reported upon the financial statements of
the Company for the fiscal year ended June 30, 1997 and it is currently
anticipated that BDO Seidman, LLP will be selected by the Board of Directors to
examine and report upon the financial statements of the Company for the
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<PAGE>
fiscal year ending June 30, 1998. A representative of BDO Seidman, LLP is
expected to be present at the Annual Meeting with the opportunity to make a
statement if he or she desires to do so and is expected to be available to
respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Shareholders who wish to present proposals appropriate for consideration at
the Company's 1998 Annual Meeting of Shareholders must submit the proposal in
proper form to the Company at its address set forth on the first page of this
Proxy Statement not later than June 18, 1998 in order for the proposition to be
considered for inclusion in the Company' s proxy statement and form of proxy
relating to such annual meeting. Any such proposals, as well as any questions
related thereto, should be directed to the Secretary of the Company.
OTHER INFORMATION
Proxies for the Annual Meeting will be solicited by mail and through
brokerage institutions and all expenses involved, including printing and
postage, will be paid by the Company.
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED JUNE 30, 1997 IS
BEING FURNISHED HEREWITH TO EACH SHAREHOLDER OF RECORD AS OF THE CLOSE OF
BUSINESS ON OCTOBER 10, 1997. ADDITIONAL COPIES OF THE ANNUAL REPORT WILL BE
PROVIDED FOR A NOMINAL CHARGE UPON WRITTEN REQUEST TO:
SUPREMA SPECIALTIES, INC.
P.O. BOX 280, PARK STATION
PATERSON, NEW JERSEY 07543-0280
ATTENTION: Steven Venechanos, Secretary
The Board of Directors is aware of no other matters, except for those
incident to the conduct of the Annual Meeting, that are to be presented to
shareholders for formal action at the Annual Meeting. If, however, any other
matters properly come before the Annual Meeting or any adjournments thereof, it
is the intention of the persons named in the proxy to vote the proxy in
accordance with their judgment.
By order of the Board of Directors,
Mark Cocchiola
Chairman of the Board, Chief
Executive Officer and President
October 17, 1997
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<PAGE>
SUPREMA SPECIALTIES, INC.
510 East 35th Street
Paterson, New Jersey 07543
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 12, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mark Cocchiola and Paul Lauriero, and each
of them, Proxies, with full power of substitution in each of them, in the name,
place and stead of the undersigned, to vote at the Annual Meeting of
Shareholders of Suprema Specialties, Inc. on Wednesday, November 12, 1997, at
the Radisson Hotel, the Fairleigh/Princeton Room, 401 S. Van Brunt Street,
Englewood, New Jersey, or at any adjournment or adjournments thereof, according
to the number of votes that the undersigned would be entitled to vote if
personally present, upon the following matters:
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below). listed below.
Mark Cocchiola, Paul Lauriero, Marco Cocchiola, Dr. Rudolph Acosta, Jr.,
Paul DeSocio and William C. Gascoigne
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.)
- --------------------------------------------------------------------------------
(Continued and to be signed on reverse side)
<PAGE>
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE.
IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES AND
PROPOSAL LISTED ABOVE.
DATED: _________________________, 1997 Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
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Signature
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Signature if held jointly
Please mark, sign, date and return this proxy card promptly
using the enclosed envelope.
