<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
TODAY'S MAN, INC.
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(Name of Registrant as Specified in Its Charter)
TODAY'S MAN, INC.
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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):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
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>
TODAY'S MAN, INC.
835 LANCER DRIVE
MOORESTOWN, NEW JERSEY 08057
---------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 20, 2000
---------------------------------------------------
To the Shareholders of Today's Man, Inc.:
The 2000 Annual Meeting of Shareholders of Today's Man, Inc. will be
held on July 20, 2000 at 10:00 a.m., prevailing time, at the offices of the
Company, 835 Lancer Drive, Moorestown, New Jersey, for the purpose of
considering and acting upon the following:
1. To elect two Class III directors to hold office for a term of four
years and until their respective successors are duly elected and qualified, as
more fully described in the accompanying Proxy Statement;
2. To approve an amendment to the Company's Amended and Restated
Articles of Incorporation which would effect a reverse stock split in which one
new share of Common Stock would be exchanged for every four shares of Common
Stock currently issued and outstanding (the "Reverse Stock Split"), all as more
fully described in the accompanying Proxy Statement; and
3. To transact such other business as may properly come before the
Annual Meeting.
Only shareholders of record at the close of business on May 23, 2000,
are entitled to notice of, and to vote at, the Annual Meeting or any adjournment
or postponement thereof.
If the Annual Meeting is adjourned for one or more periods aggregating
at least 15 days because of the absence of a quorum, those shareholders entitled
to vote who attend the reconvened Annual Meeting, if less than a quorum as
determined under applicable law, shall nevertheless constitute a quorum for the
purpose of acting upon any matter set forth in this Notice of Annual Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED
TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
By Order of the Board of Directors
LARRY FELD
Vice President and Secretary
Moorestown, New Jersey
June 30, 2000
<PAGE>
TODAY'S MAN, INC.
835 LANCER DRIVE
MOORESTOWN, NEW JERSEY 08057
(609) 235-5656
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
-----------------
The accompanying proxy is solicited by the Board of Directors of
Today's Man, Inc. (the "Company") for use at the 2000 Annual Meeting of
Shareholders (the "Meeting") to be held on July 20, 2000 at 10:00, prevailing
time, at the offices of the Company, 835 Lancer Drive, Moorestown, New Jersey,
and any adjournments or postponements thereof. This Proxy Statement and
accompanying proxy card are first being mailed to shareholders on or about June
30, 2000.
The cost of this solicitation will be borne by the Company. In addition
to solicitation by mail, proxies may be solicited in person or by telephone,
telegraph or teletype by officers, directors or employees of the Company,
without additional compensation. Upon request, the Company will pay the
reasonable expenses incurred by record holders of the Company's Common Stock who
are brokers, dealers, banks or voting trustees, or their nominees, for mailing
proxy material and annual shareholder reports to the beneficial owners of the
shares they hold of record.
Only shareholders of record, as shown on the transfer books of the
Company, at the close of business on May 23, 2000 (the "Record Date") are
entitled to notice of, and to vote at, the Meeting. On the Record Date, there
were 27,040,725 shares of Common Stock outstanding.
Proxies in the form enclosed, if properly executed and received in time
for voting, and not revoked, will be voted as directed on the proxies. If no
directions to the contrary are indicated, the persons named in the enclosed
proxy will vote all shares of Common Stock "for" the election of the nominees
for director hereinafter named. Sending in a signed proxy will not affect a
shareholder's right to attend the Meeting and vote in person since the proxy is
revocable. Any shareholder who submits a proxy has the power to revoke it by,
among other methods, giving written notice to the Secretary of the Company at
any time before the proxy is voted.
The presence, in person or represented by proxy, of the holders of a
majority of the outstanding shares of Common Stock will constitute a quorum for
the transaction of business at the Meeting. All shares of the Company's Common
Stock present in person or represented by proxy and entitled to vote at the
Meeting, no matter how they are voted or whether they abstain from voting, will
be counted in determining the presence of a quorum. If the Meeting is adjourned
because of the absence of a quorum, those shareholders entitled to vote who
attend the adjourned meeting, although constituting less than a quorum as
provided herein, shall nevertheless constitute a quorum for the purpose of
electing directors. If the Meeting is adjourned for one or more periods
aggregating at least 15 days because of the absence of a quorum, those
<PAGE>
shareholders entitled to vote who attend the reconvened Meeting, if less than a
quorum as determined under applicable law, shall nevertheless constitute a
quorum for the purpose of acting upon any matter set forth in the Notice of
Annual Meeting.
Each share of Common Stock is entitled to one vote on each matter which
may be brought before the Meeting. The election of directors will be determined
by a plurality vote and the nominees receiving the most "for" votes will be
elected. Approval of the Reverse Stock Split and any other proposal will require
the affirmative vote of a majority of the shares cast on the proposal. Under the
Pennsylvania Business Corporation Law, an abstention, withholding of authority
to vote or broker non-vote will not have the same legal effect as an "against"
vote and will not be counted in determining whether the proposal has received
the required shareholder vote.
As used in this Proxy Statement, "fiscal 1993," "fiscal 1994," "fiscal
1995," "fiscal 1996," "fiscal 1997," "fiscal 1998," "fiscal 1999" and "fiscal
2000" refer to the Company's fiscal years ended or ending January 29, 1994,
January 28, 1995, February 3, 1996, February 1, 1997, January 31, 1998, January
30, 1999, January 29, 2000 and February 3, 2001, respectively.
ELECTION OF DIRECTORS
The Company's Amended and Restated Articles of Incorporation provide
that the Board of Directors shall consist of not less than four and not more
than fifteen directors, with the exact number fixed by the Board of Directors.
The Board has fixed the number of directors at seven.
At the Meeting, shareholders will elect two Class III directors to
serve for a term of four years and until their respective successors are elected
and qualified. Unless directed otherwise, the persons named in the enclosed
proxy intend to vote such proxy "for" the election of the listed nominees or, in
the event of inability of one or both of the nominees to serve for any reason,
for the election of such other person or persons as the Board of Directors may
designate to fill such vacancy. The Board has no reason to believe that the
nominees will not be candidates or will be unable to serve.
The following table sets forth information, as of the Record Date,
concerning the Company's directors and nominees for election to the Board of
Directors. Messrs. Eli Katz and Bruce Weitz, the director nominees, were
nominated by the Board of Directors and currently serve as directors. The
nominees have consented to being named in the Proxy Statement and to serve if
elected.
2
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<TABLE>
<CAPTION>
Director Term
Name Age Position Since Expires
------------------------------------- --- ---------------------------------------- -------- -------
<S> <C> <C> <C> <C>
David Feld......................... 52 Chairman of the Board, President and 1971 2001
Chief Executive Officer
Larry Feld......................... 49 Vice President, Store Development, 1971 2003
Secretary and Director
Neal J. Fox (1)(2)................. 65 Director 2000 2001
Verna K. Gibson (2)................ 57 Director 1992 2003
Eli Katz (1)(3).................... 28 Director 2000 2000
Leonard Wasserman(2)............... 74 Director 1992 2002
Bruce Weitz (1)(3)................. 52 Director 2000 2000
</TABLE>
-------------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Nominee for Director.
The following information about the Company's directors and nominees
for director is based, in part, upon information supplied by such persons.
Mr. David Feld has been with the Company continuously since he founded
it in 1971. He grew up in his family's retail business and opened the Company's
first store in Philadelphia in 1971. Mr. David Feld has served as Chairman of
the Board and Chief Executive Officer of the Company since its inception and,
except for the period from March 1995 until July 1995, also has served as
President of the Company. On February 2, 1996, Mr. Feld filed a voluntary
petition to reorganize under Chapter 11 of the United States Bankruptcy Code. On
August 13, 1997, the United States Bankruptcy Court for the District of New
Jersey confirmed Mr. Feld's Chapter 11 Plan.
Mr. Larry Feld has served as Vice President, Store Development since
1983 and as a Vice President, Secretary and Director of the Company since its
inception in 1971. Messrs. David Feld and Larry Feld are brothers.
Mr. Fox was appointed as a Director in May 2000 to fill a vacancy on
the Board of Directors. Mr. Fox was the Chief Executive Officer of Sulka, a
luxury menswear retailer based in New York City, from 1989 through 1999. From
1983 to 1988, Mr. Fox was employed by Garfinckel's, Raleigh's and Co. or its
predecessor, most recently as Chairman and Chief Executive Officer. Prior to
that, Mr. Fox was engaged in a retail and manufacturing consulting business from
1981 to 1983 and held senior management positions with I. Magnin (1976 to 1981),
Bergdorf Goodman (1975 to 1976) and Neiman Marcus (1966 to 1975).
Mrs. Gibson is a retail consultant. From 1985 to 1991, Mrs. Gibson was
President and Chief Executive Officer of the Limited Stores Division of Limited
Stores, Inc., which she joined as a trainee in 1971. From January 1991 through
1995, Ms. Gibson served as President of Outlook Consulting Int., Inc. and in
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January 1999, she resumed the position of President of Outlook Consulting Int.,
Inc. From December 1994 to July 1996, Mrs. Gibson served as Chairman of the
Board of Petrie Retail, Inc. Petrie Retail filed a voluntary petition to
reorganize under Chapter 11 of the United States Bankruptcy Code in October
1995. From 1993 to fall 1999, Ms. Gibson was a partner of Retail Options, Inc.,
a New York based retail consulting firm. Mrs. Gibson is also a director of
MothersWork, Inc. and Chicos FAS, Inc.
Mr. Katz was appointed as a Director in May 2000 to fill a vacancy on
the Board of Directors. Mr. Katz has been the Chief Executive Officer of
Lanac.com, an online retailer of upscale home furnishings and jewelry, since
1999. Prior to that, he was employed by iBeauty.com (formerly Fragrance
Counter.com, a subsidiary of Allou Health & Beauty Care), most recently as
President and Chief Operating Officer. This company is an online retailer of
prestige fragrances and cosmetics founded by Mr. Katz in 1995. From 1994 to
1995, Mr. Katz was employed by Allou Health & Beauty Care, a distributor of
health and beauty products, as Director of Special Sales.
Mr. Wasserman currently provides consulting services to the Company.
Mr. Wasserman joined the Company in 1983 as a consultant to assist in strategic
planning and marketing development and was appointed to the Office of the
President in 1991 and a director in 1992. Mr. Wasserman was named Executive Vice
President in 1995 and served in that position until his retirement in January
2000. Between 1982 and 1983, Mr. Wasserman was President and Chief Executive
Officer of the Lionel Corporation and, prior thereto, was President of its
Kiddie City Division for 11 years. Mr. Wasserman founded Kiddie City in 1957.
Mr. Weitz was appointed as a Director in May 2000 to fill a vacancy on
the Board of Directors. Mr. Weitz was the Chairman, President and Chief
Executive Officer of Duane Reade Drugstores, located in New York City, from 1992
to 1996. From 1988 to 1992, he was President and Chief Operating Officer of
Grossman's Inc., a Massachusetts based home improvement chain. Prior to that, he
was employed by First National Supermarkets, a Connecticut based supermarket
chain, most recently as President, Eastern Division.
Board of Directors, Committees and Attendance at Meetings
The Board of Directors held seven meetings during fiscal 1999. Each
director attended 75% or more of the meetings of the Board and committees of
which they were members during fiscal 1999.
The Board of Directors has appointed a Compensation Committee to review
and make recommendations to the Board regarding compensation of executive
officers. The Compensation Committee also administers the Company's Management
Stock Option Plan. During fiscal 1999, the Compensation Committee held no
meetings.
The Board of Directors also has appointed an Audit Committee to, among
other things, review the Company's financial and accounting practices and
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<PAGE>
policies and the scope and results of the Company's annual audit. The Audit
Committee also recommends to the Board the selection of the Company's
independent public auditors. The Audit Committee held no meetings during fiscal
1999.
The Board of Directors has not appointed a standing Nominating
Committee. See "Shareholder Proposals" for information concerning the nomination
of directors for election.
Director Compensation
Each director of the Company who is not also an employee receives an
annual fee of $5,000 and a fee of $1,000 for each meeting of the Board or any
committee of the Board attended, plus reimbursement of expenses incurred in
attending meetings. All directors, including non-employee directors, are
entitled to receive options under the Management Stock Option Plan. In
connection with their appointment to the Board in May 2000, the Company granted
to each of Messrs. Fox, Katz and Weitz options to purchase 100,000 shares of
common stock at an exercise price of $0.5625 per share.
Consulting Agreement with Leonard Wasserman
On January 31, 2000, the Company entered into a consulting agreement
with Leonard Wasserman, pursuant to which Mr. Wasserman retired as an employee
of the Company and agreed to provide consulting services for a period of 21
months for a consulting fee of $21,642.67 per month.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth as of the Record Date certain
information with respect to the beneficial ownership of the Common Stock (i) by
each person who is known by the Company to be the beneficial owner of more than
5% of the Common Stock, (ii) by each director of the Company, (iii) by each
executive officer of the Company named in the Summary Compensation Table and
(iv) by all directors and executive officers of the Company as a group. Except
as otherwise indicated, the beneficial owners of the Common Stock listed below
have sole investment and voting power with respect to such shares.
5
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Owned (1)
----------------------
Number Percent
----------------------
<S> <C> <C> <C>
David Feld (2).......................................... 10,533,090 35.9%
Larry Feld (3) ......................................... 346,916 1.3
Neal J. Fox (4)......................................... 20,000 *
Verna K. Gibson (5)..................................... 392,500 1.5
Frank E. Johnson (6).................................... 189,633 *
Eli Katz (4)............................................ 25,000 *
Bernard J. Korman (7)................................... 1,525,000 5.6
David Mangini (8)....................................... 40,000 *
Leonard Wasserman (9)................................... 415,740 1.5
Bruce Weitz (4)......................................... 20,000 *
All directors and executive officers as a group (total
of 10 persons) (10)..................................... 12,070,705 40.3
</TABLE>
----------------------------
* Less than one percent.
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission and, accordingly,
include securities owned by or for the spouse, children or certain other
relatives of such person as well as other securities as to which the
person has or shares voting or investment power or has the right to
acquire within 60 days after May 26,2000. The same shares may be
beneficially owned by more than one person. Beneficial ownership may be
disclaimed as to certain of the securities.
(2) Includes Warrants to purchase 2,074,789 shares and options to purchase
200,000 shares under the Management Stock Option Plan. Also includes 1,175
shares and Warrants to purchase 587 shares allocated to Mr. David Feld's
account in the 401(k) Profit Sharing Plan and 210,000 shares currently
held by Mr. Feld which are subject to an option purchase agreement held by
Alex. Brown Incorporated. A total of 5,439,578 shares have been pledged by
Mr. David Feld to secure certain personal loans. Excludes 124,100 shares
and Warrants to purchase 62,050 shares held in trusts for the benefit of
Mr. David Feld's children, as to which Mr. David Feld disclaims beneficial
ownership. Mr. David Feld's address is c/o Today's Man, Inc., 835 Lancer
Drive, Moorestown, New Jersey 08057.
(3) Includes Warrants to purchase 60,213 shares and options to purchase 80,000
shares under the Management Stock Option Plan. Also includes 1,197 shares
and Warrants to purchase 598 shares allocated to his account in the 401(k)
Profit Sharing Plan and includes 100 shares and Warrants to purchase 50
shares held by Mr. Larry Feld in trust for his son.
(4) Includes options to purchase 20,000 shares under the Management Stock
Option Plan.
(5) Includes 87,500 shares and Warrants to purchase 25,000 shares held in an
Individual Retirement Account for Ms. Gibson. Also includes options to
purchase 80,000 shares under the Management Stock Option Plan.
(6) Includes Warrants to purchase 7,733 shares and options to purchase 160,000
shares under the Management Stock Option Plan. Also includes 2,199 shares
and Warrants to purchase 735 shares allocated to his account in the 401(k)
Profit Sharing Plan.
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(7) Based on information contained in a Schedule 13D filed by Mr. Korman with
the SEC on March 3, 1998 and information provided by the Company's
transfer agent. Mr. Korman's address is c/o Philadelphia Health Care
Trust, 22nd and Chestnut Streets, Philadelphia, PA 19103.
(8) Represents options to purchase 40,000 shares under the Management Stock
Option Plan.
(9) Includes 31,878 shares which Mr. Wasserman has agreed to transfer to the
Company as part of the forgiveness of certain debt owed to the Company.
Also includes Warrants to purchase 39,950 shares. Also includes 2,131
shares and Warrants to purchase 609 shares allocated to his account in the
401(k) Profit Sharing Plan and 124,100 shares and Warrants to purchase
62,050 shares held in trusts for the benefit of Mr. David Feld's children
for which trusts Mr. Wasserman is trustee. Excludes shares held in trusts
for the benefit of Mr. Wasserman's children and grandchildren. Mr.
Wasserman disclaims beneficial ownership as to all such trust shares.
(10) Includes in the aggregate, options to purchase 652,000 shares under the
Management Stock Option Plan and Warrants to purchase 2,182,935 shares,
held by all directors and executive officers as a group.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than ten percent of the Company's Common Stock, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten-percent shareholders are required by regulation
of the Securities and Exchange Commission to furnish the Company with copies of
all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than ten-percent beneficial owners
were complied with during fiscal 1999.
EXECUTIVE COMPENSATION
Compensation Committee Report
The Company's executive officer compensation program is comprised of
base salary, annual cash incentive compensation, long term incentive
compensation in the form of stock options, and various benefits generally
available to all full-time employees of the Company, including participation in
group medical and life insurance plans and the 401(k) Plan. The Company seeks to
be competitive with compensation programs offered by companies of a similar size
within the retail industry based on formal and informal surveys conducted by the
Company.
7
<PAGE>
Decisions with respect to the compensation of Mr. David Feld, the
President and Chief Executive Officer, are made by the Compensation Committee.
Decisions with respect to the compensation of all other executives officers are
made by Mr. David Feld.
Base Salary. Prior to the beginning of each fiscal year, financial and
other goals are established for the Company. Each executive officer is
responsible for accomplishing the goals pertaining to his area of
responsibility. At the end of each fiscal year, a performance review takes place
with each executive officer to measure performance against those objectives.
Base salary decisions are made based on the results of the performance review as
well as other considerations such as the executive officer's level of
responsibility, years of service with the Company and professional background.
In fiscal 1999, the salaries of Messrs. Johnson and Larry Feld salaries were
increased in connection with annual performance reviews.
Annual Incentive Compensation. The Annual Incentive Bonus Plan (the
"Incentive Plan") is designed to promote the interest of the Company by
providing meaningful incentive compensation to management and key professionals
to drive performance. The plan is designed to provide incentive opportunities
dependent upon the achievement of predetermined performance goals which are
measured relative to earnings before interest, income taxes, depreciation and
amortization ("EBITDA"). No payouts were made under this plan for fiscal 1999.
Severance Plan. The Company adopted a Severance Plan to encourage the
continued employment of its employees during the Company's bankruptcy
proceeding. The provisions of the Severance Plan continued upon the Company's
emergence from its bankruptcy proceedings. All employees are entitled to
participate in the Severance Plan. In the event an employee's employment is
terminated by the Company without "Cause," such employee will be entitled to a
continuation of his or her base salary for a period of time based on the
individual's position and, in some cases, length of service with the Company.
"Cause" is defined as the willful and continued failure of the employee to
perform his or her duties or the willful engaging by employee in illegal conduct
or gross misconduct materially injurious to the Company. In addition, the
employee is entitled to continued medical benefits during the severance period,
subject to reduction or elimination in the event that the employee obtains
medical benefits as a result of new employment. Under the Severance Plan,
executive officers will be entitled to receive their base salary for from six to
18 months after termination of their employment without Cause, depending on
their position, except that any compensation received by an executive officer
who is a Vice President or above as a result of new employment obtained during
the severance period will be set off against and reduce up to a maximum of
one-half of the amount of severance payable to the former executive officer.
Change in Control Plan. The Company adopted a Change in Control Plan
for its executive officers and vice presidents which provides that, in the event
their employment is terminated by such employee voluntarily for "good cause" or
involuntarily without cause, they will be entitled to a lump sum cash payment
8
<PAGE>
consisting of their base salary through the date of termination, a proportionate
bonus based upon the highest annual bonus, a pro rata retention bonus, if
applicable, one or two times, depending on their position, the executive's base
salary equal to or greater than the highest base salary paid to the executive by
the Company during the previous year and unpaid deferred compensation and
vacation pay. In addition, the executive is entitled to continued employee
welfare benefits for one or two years, depending upon their position. There is
no obligation under the part of the executive to mitigate damages. Good reason
means: the diminution of responsibilities, assignment to inappropriate duties,
adjustments to compensation or benefits provisions such that (a) the monthly
base salary is less than the highest monthly base salary paid to the executive
by the Company during the previous year, (b) annual incentive bonus
opportunities which are substantially similar to those which were available
prior to the change of control, (c) any earned retention bonus which is not paid
according to the award schedule or (d) savings, welfare benefits, fringe
benefits or retirement plan participation which is not substantially similar to
that which was in effect prior to the change of control, transfer more than 50
miles, a purported termination of the Agreement by the Company other than in
accordance with the Agreement, or failure of the Company to require any
successor to the Company to comply with the Agreement. Determination by the
executive of "good reason" shall be conclusive if made in good faith.
Stock Options. The Company uses the Management Stock Option Plan (the
"Management Plan") as additional incentive plan for officers, key employees and
directors. The purpose of the Management Plan is to attract and retain officers,
key employees and directors and to provide additional incentive to them by
encouraging them to invest in the Common Stock and acquire an increased personal
interest in the Company's business. The Management Plan replaced the Company's
Employee Stock Option Plan, Director Stock Option Plan and 1995 Non-Employee
Director Stock Option Plan (the "Prior Plans"). All options outstanding under
the Prior Plans were automatically terminated upon confirmation of the Company's
Plan of Reorganization.
The Management Plan authorizes the Compensation Committee to award
stock options to officers, key employees and directors. Stock option grants are
determined by the Compensation Committee based upon recommendations of senior
management and are made at a level calculated to be competitive within the
retail industry. In general under the Management Plan, options are granted with
an exercise price equal to the fair market value of the Common Stock on the date
of the grant and are exercisable according to a vesting schedule determined by
the Compensation Committee at the time of grant. No options were granted by the
Committee under the Management Plan during fiscal 1999 to the directors or
executive officers of the Company named in the Summary Compensation Table except
to Mr. David Mangini in connection with his hiring in August 1999.
Determination of Compensation of Chief Executive Officer. Mr. David
Feld's base salary for fiscal 1999 was not increased from his fiscal 1998 base
salary of $190,000.
9
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Policy with respect to Section 162(m) of the Internal Revenue Code.
Generally, Section 162(m) of the Internal Revenue Code of 1986, and the
regulations promulgated thereunder (collectively, "Section 162(m)"), denies a
deduction to any publicly held corporation, such as the Company, for certain
compensation exceeding $1,000,000 paid during a taxable year to the chief
executive officer and the four other highest paid executive officers, excluding,
among other things, certain performance-based compensation. The Compensation
Committee continually evaluates to what extent Section 162(m) will apply to its
compensation programs.
Members of the Compensation Committee during fiscal 1999: Ira Brind,
Chairman, and Verna K. Gibson. Mr. Brind resigned from the Board in January
2000.
Summary Compensation Table
The following table sets forth certain information regarding the
compensation paid to the Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company for services rendered in
all capacities for fiscal 1999, fiscal 1998 and fiscal 1997.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------- ------------
Securities
Name and Fiscal Other Annual Underlying All Other
Principal Position Year Salary Bonus (1) Compensation Options Compensation (2)
--------------------------- ------ ------ --------- ------------ ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
David Feld 1999 $190,000 $-- $-- -- $3,298
President and 1998 190,000 -- -- -- 3,649
Chief Executive Officer 1997 190,000 98,438 -- 250,000 3,800
Larry Feld 1999 189,615 -- -- -- 4,126
Vice President, 1998 172,308 -- -- -- 712
Store Development 1997 165,000 62,642 -- 100,000 714
Frank E. Johnson 1999 251,923 -- -- -- 4,005
Executive Vice 1998 218,462 -- -- -- 3,662
President and Chief 1997 194,615 97,401 -- 200,000 3,800
Financial Officer
David Mangini (3) 1999 207,692 -- -- 200,000 --
Executive Vice President 1998 -- -- -- -- --
and Chief Merchandising 1997 -- -- -- -- --
Officer
Leonard Wasserman (4) 1999 250,000 -- -- -- 4,000
Executive Vice President, 1998 250,000 -- -- -- 3,514
Operations 1997 250,000 119,713 -- 200,000 3,800
</TABLE>
----------------------
(1) Represents bonuses earned under the Retention Bonus Plan and Incentive
Plan. Bonuses earned under the Incentive Plan were paid in the following
fiscal year.
(2) Represents the Company's matching contribution under the 401(k) Profit
Sharing Plan.
(3) Mr. Mangini joined the Company in July 1999.
(4) Mr. Wasserman retired in January 2000.
10
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning stock
options granted under the Management Stock Option Plan during fiscal 1999 to the
executive officers of the Company named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Potential Realized Value
at Assumed Annual
Rates of Stock Price
Appreciation For
Individual Grants Option Term (1)
-------------------------------------------------------- -------------------------
Percent of Total
Number of Options
Securities Granted to
Underlying Employees Exercise Expiration
Name Options Granted In Fiscal Year Price Date 5% 10%
--------------------------------- --------------- -------------- --------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
David Feld....................... -- -- -- -- -- --
Larry Feld....................... -- -- -- -- -- --
Frank E. Johnson................. -- -- -- -- -- --
David Mangini.................... 200,000 55% $ 2.38 8/18/09 $0 $0
Leonard Wasserman................ -- -- -- -- -- --
</TABLE>
----------------------------
(1) Shows the difference between the market value of the Common Stock for
which the option may be exercised, assuming that the market value of the
Common Stock appreciates in value from the date of grant to the end of the
ten-year option term at annualized rates of 5% and 10%, respectively, less
the exercise price of the option. The rates of appreciation used in this
table are prescribed by regulations of the Securities and Exchange
Commission and are not intended to forecast future appreciation of the
market value of the Common Stock.
Aggregated Option Exercises in Last Year and Fiscal Year-End Option Values
The following table sets forth certain information concerning the number
and value of unexercised options held at the end of fiscal 1999 by the executive
officers of the Company named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired on Value Options at Fiscal Year-End Fiscal Year-End
Name Exercise Realized(1) Exercisable/Unexercisable Exercisable/Unexercisable (2)
----------------------------- ----------- ----------- --------------------------- -----------------------------
<S> <C> <C> <C> <C>
David Feld................... -- -- 200,000/50,000 $0/$0
Larry Feld................... -- -- 80,000/20,000 0/0
Frank E. Johnson............. -- -- 160,000/40,000 0/0
David Mangini................ -- -- 40,000/160,000 0/0
Leonard Wasserman (3)........ -- -- 160,000/40,000 0/0
</TABLE>
--------------------------
(1) No options were exercised by the named executive officers in fiscal 1999.
(2) The last sale price of the Common Stock on January 29, 2000, the last
trading day in fiscal 1999, as reported on the Nasdaq National Market
System, was $0.65625 per share. All of the options in the above table have
an exercise price of $2.38 per share.
(3) Mr. Wasserman retired in January 2000 and his options subsequently
expired.
11
<PAGE>
Management Stock Option Plan
The Company's Management Stock Option Plan ("Management Plan") was
adopted by the Board in July 1997 and approved by the Bankruptcy Court on
December 12, 1997. The purpose of the Management Plan is to attract and retain
officers, key employees and directors and to provide additional incentive to
them by encouraging them to invest in the Common Stock and acquire an increased
personal interest in the Company's business. The Management Plan replaced the
Company's Employee Stock Option Plan, Director Stock Option Plan and 1995
Non-Employee Director Stock Option Plan (the "Prior Plans"). All of the options
which were outstanding under the Prior Plans terminated automatically upon the
confirmation of the Company's Plan of Reorganization. Payment of the exercise
price for options granted under the Management Plan may be made in cash, shares
of Common Stock or a combination of both. Options granted pursuant to the
Management Plan may not be exercised more than ten years from the date of grant.
All officers, key employees and directors of the Company or any of its
current or future parents or subsidiaries are eligible to receive options under
the Management Plan. No individual may receive options under the Management Plan
for more than 25% of the total number of Shares of Common Stock authorized for
issuance under the Management Plan.
The Management Plan is administered by the Compensation Committee of
the Board of Directors. The Compensation Committee selects the optionees and
determines the nature of the option granted, the number of shares subject to
each option, the option vesting schedule and other terms and conditions of each
option. The Board of Directors may modify, amend, suspend or terminate the
Management Plan, provided that such action may not affect outstanding options.
Options to purchase an aggregate of 2,450,000 shares of Common Stock
may be granted pursuant to the Management Plan (subject to appropriate
adjustments to reflect changes in the capitalization of the Company). Options
granted under the Management Plan may be incentive stock options ("Incentive
Options") intended to qualify under Section 422 of the Internal Revenue Code of
1986, as amended, or options not intended to so qualify ("Non-Qualified
Options"). The option price for Incentive Options issued under the Management
Plan must be equal at least to the fair market value of the Common Stock on the
date of the grant of the option, provided, however, that if an Incentive Option
is granted to an individual who, at the time the option is granted, is deemed to
own more than 10 percent of the total combined voting power of all classes of
stock of the Company (a "10% Shareholder"), the option price will be at least
110 percent of the fair market value on the date of grant. The option price for
Non-Qualified Options issued under the Management Plan may, in the sole
discretion of the Committee, be less than the fair market value of the Common
Stock on the date of the grant of the option. The fair market value of the
Common Stock on any date shall be determined by the Committee in accordance with
the Management Plan and generally shall be the last reported sale price of the
Common Stock on the Nasdaq National Market on such date, or if no sale took
place on such day, the last such date on which a sale took place.
12
<PAGE>
All unexercised options terminate three months following the date an
optionee ceases to be employed by the Company or any parent or subsidiary of the
Company, other than by reason of disability or death (but not later than the
expiration date), whether or not such termination is voluntary, except that if
an optionee is terminated for cause, all unexercised options will terminate
immediately. Any option held by an employee who dies or who ceases to be
employed because of disability must be exercised by the employee or his
representative within one year after the employee dies or ceases to be an
employee (but not later than the expiration date). Options are not transferable
except in the event of death to the decedent's estate. No options may be granted
under the Management Plan after July 30, 2007.
Certain Relationships and Related Transactions
Executive Equity Plan Loans. The Company made loans to the former
participants of the Company's Executive Equity Plan to permit them to pay their
federal and state income tax resulting from the termination of that plan in 1992
and the conversion of the participant's interests in the plan into shares of
Common Stock, including loans of $239,085 to Mr. Wasserman, $272,798 to Mr.
Larry Feld and $30,112 to Mr. Johnson. These loans bear interest at 1% above the
prime rate, were payable in a single payment of principal and interest on April
14, 1996 (plus a 30 day grace period), subject to prepayment if the shares are
sold or the participant's employment with the Company terminates, and are
secured by a pledge of a portion of the shares. The Company believes that the
interest rate of these loans was comparable to the interest rate that
participants could obtain from unaffiliated parties but that the repayment terms
are more favorable. Certain of these loans, including Messrs. Larry Feld's and
Johnson's loans, are past due. The Company currently is evaluating appropriate
arrangements with the obligors of these loans. In connection with the retirement
of Mr. Wasserman and his agreement to provide consulting services to the
Company, in February 2000 the Company forgave principal and interest of
$293,957.88 owed by Mr. Wasserman to the Company and Mr. Wasserman agreed to
transfer to the Company 31,878 shares of common stock which had been pledged to
the Company to secure such debt.
Leases. The Company leases its executive offices, distribution center
and certain adjoining land, located in Moorestown, New Jersey, and three of its
superstores from Mr. David Feld. Set forth below is information with respect to
those leases. Except as noted below, the Company pays an annual base rental and
all operating expenses during the term of the lease, including property taxes
and insurance. None of the leases have unexercised renewal options.
13
<PAGE>
<TABLE>
<CAPTION>
Lease Lease
Commencement Termination Annual Base
Location Date Date Rental (1)
-------------------------------------- ------------ ----------- ------------
<S> <C> <C> <C>
Center City Philadelphia, PA.......... 1980 2014 $ 364,997 (2)
Deptford, NJ.......................... 1985 2013 245,604 (3)
Moorestown, NJ........................ 1988 2009 739,200
Langhorne, PA......................... 1988 2008 378,482 (3)
</TABLE>
--------------
(1) Does not include taxes, insurance and other operating expenses payable by
the Company.
(2) The Company intends to close this store in the third quarter of fiscal 2000.
(3) Increases annually based upon increases in the Consumer Price Index.
The Company leases from Mr. David Feld a parcel of land adjacent to the
Company's Montgomeryville store for use as a parking lot pursuant to a two year
lease which expired in March 1994. The Company paid an annual base rental of
$81,000 plus all operating expenses during the term of this lease. The Company
continues to lease this parcel on a month-to-month basis pending the execution
of a new lease.
In fiscal 1999, the Company paid an aggregate of $1,817,300 to Mr.
David Feld under all leases with him. The Company believes that the terms of
each of the leases with Mr. David Feld are no less favorable to the Company than
those generally available from unaffiliated third parties. The Company will not
lease additional facilities to or from any officers, directors or affiliated
parties without the approval of its non-employee directors.
14
<PAGE>
Stock Performance Graph
The following graph shows a comparison of the cumulative total return
for the Company's Common Stock, the S&P 500 Index and the S&P Retail Specialty
Index, assuming an investment of $100 in each on January 28, 1995, and, in the
case of the Indexes, the reinvestment of all dividends. The data points used for
the performance graph are listed below.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Performance Graph Data Points 1/28/95 2/3/96 2/1/97 1/30/98 1/29/99 1/28/00
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Today's Man, Inc. Common Stock 100 19 24 38 25 9
--------------------------------------------------------------------------------------------------------
NASDAQ Stock Market Index 100 141 185 219 342 525
--------------------------------------------------------------------------------------------------------
NASDAQ Retail Trade Stock Index 100 113 139 162 198 165
--------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
PROPOSAL TWO
APPROVAL OF AN AMENDMENT TO THE COMPANY'S
AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO EFFECT THE REVERSE STOCK SPLIT
Overview
At the Annual Meeting, the shareholders will vote upon a proposal to
approve and adopt an Amendment to the Company's Amended and Restated Articles of
Incorporation. A copy of the Amendment is attached to this Proxy Statement as
Exhibit "A" and is incorporated herein by reference. If approved, the Amendment
would effect a 1-for-4 Reverse Stock Split in which each four shares of issued
Common Stock of the Company, whether issued and outstanding or held in treasury,
will be reclassified and changed into one share of new Common Stock of the
Company effective at the close of business of the date on which the Amendment is
filed with the Pennsylvania Corporation Bureau. Fractional shares resulting from
the Reverse Stock Split will be settled in cash. By way of example, a
shareholder owning 125 shares of Common Stock prior to the Reverse Stock Split
would own 31 shares of Common Stock after the Reverse Stock Split and would
receive a cash payment for the remaining fractional share. As a result of the
Amendment, the outstanding Common Stock of the Company will be reduced from
27,040,725 shares outstanding to approximately 6,760,181 shares outstanding.
The Board of Directors of the Company believes that the Amendment is
advisable and in the best interests of the Company and its shareholders and
unanimously recommends that the shareholders vote for approval of the Amendment.
Shareholder approval of this proposal is required under Pennsylvania
Law. Approval of the Amendment requires the affirmative vote of a majority of
votes cast by the holders of outstanding shares of Common Stock. If the
shareholders do not approve this proposal, then the Articles of Incorporation
will remain the same, and the Reverse Stock Split will not be consummated.
Reasons for the Reverse Stock Split
The primary reason for the Reverse Stock Split is to try to raise the
market price of the Common Stock to satisfy the minimum bid price per share
requirement of the Nasdaq National Market. To continue to be listed on the
Nasdaq National Market, a company must, among other things, maintain a minimum
bid price equal to or greater than $1.00 per share. Nasdaq granted the Company
an exception from the minimum bid requirement until July 25, 2000 to permit the
Company to seek shareholder approval of a reverse stock split to satisfy this
requirement. The Board of Directors believes that the Reverse Stock Split will
be effective to satisfy the minimum bid requirement.
16
<PAGE>
The Board of Directors of the Company also believes that the relatively
low market price of the Common Stock may impair the acceptability of the Common
Stock to institutional investors, professional investors and other members of
the investing public. Therefore, the Board of Directors believes that by raising
the market price of the Common Stock, the investment community will more
favorably consider an investment in the Company.
Because the broker's commissions on low-priced stocks generally
represent a higher percentage of the stock price than commissions on higher
priced stocks, the current share price of the Common Stock can result in
individual shareholders paying transaction costs (commissions, markups or
markdowns) which are a higher percentage of their total share value than would
be the case if the share price was substantially higher. This factor is also
believed to limit the willingness of institutions to purchase the Common Stock
at its current relatively low market price. If approved, the Reverse Stock Split
will result in some shareholders owning "odd-lots" of less than 100 shares of
Common Stock. Brokerage commissions and other costs of transactions in odd-lots
may be higher, particularly on a per-share basis, than the cost of transactions
in lots of 100 shares or more.
The Board of Directors believes that the decrease in the number of
shares of Common Stock outstanding as a consequence of the proposed Reverse
Stock Split and the resulting anticipated increased price level will encourage
greater interest in the Common Stock by the financial community and the
investing public and possibly promote greater liquidity for the Company's
shareholders, although it is possible that such liquidity could be affected
adversely by the reduced number of shares outstanding after the Reverse Stock
Split. Although any increase in the market price of the new Common Stock
resulting from the Reverse Stock Split may be proportionately less than the
decrease in the number of shares outstanding, the proposed Reverse Stock Split
could result in a market price for the shares that would be high enough to
overcome the reluctance, policies and practices of brokerage firms and investors
referred to above and to diminish the adverse impact of correspondingly higher
trading commissions for the shares.
There can be no assurance, however, that the foregoing hoped-for
effects will occur following the Reverse Stock Split, that the Common Stock will
continue to be listed on the Nasdaq National Market, that the market price of
the new Common Stock immediately after implementation of the proposed Reverse
Stock Split will be maintained for any period of time, that such market price
will approximate four times the market price before the proposed Reverse Stock
Split, or that such market price will exceed or remain in excess of the current
market price.
Approval of the Reverse Stock Split itself will not affect any
shareholder's percentage ownership interest in the Company or proportional
voting power, except for minor differences resulting from the cash settlement of
fractional shares. The Reverse Stock Split should not reduce significantly the
number of shareholders of the Company. The shares of Common Stock which will be
issued upon approval of the Reverse Stock Split will be fully paid and
non-assessable. The voting rights and other privileges of the holders of Common
Stock will not be affected substantially by adoption of the Reverse Stock Split
or the subsequent implementation thereof. If for any reason the Board of
17
<PAGE>
Directors deems it advisable to do so, the Reverse Stock Split may be abandoned
by the Board of Directors at any time before, during or after the Annual Meeting
and prior to the Split Effective Date (as defined below), without further action
by the shareholders of the Company.
Reverse Stock Split
If the shareholders approve the Amendment, the Amendment will be filed
with the Pennsylvania Corporation Bureau on such date as may be selected by the
Company's Board of Directors but in no event later than July 31, 2000. The
Reverse Stock Split will become effective at the close of business on the date
of such filing (the "Split Effective Date"). On the Split Effective Date,
shareholders of the Company who own four or more shares on such date will be
deemed to own one new share for every four shares owned. No fractional shares of
Common Stock will be issued. All fractional shares resulting from the Reverse
Stock Split will be settled in cash based upon the average of the last sale
price of the Common Stock, as reported on the Nasdaq National Market, during the
20 trading days ending on the Split Effective Date. Therefore, shareholders who
own less than four shares on the Split Effective Date will cease to have any
equity interest whatsoever in the Company upon consummation of the Reverse Stock
Split.
Although the Company's Board of Directors believes that the Amendment
is advisable, the Amendment may be abandoned by the Board of Directors at any
time before, during or after the Annual Meeting and prior to the Split Effective
Date, without further action by the shareholders of the Company.
Shareholders of the Company do not have dissenters rights under
Pennsylvania law or under the Company's Amended and Restated Certificate of
Incorporation or Bylaws in connection with the adoption of the Amendment.
Federal Income Tax Consequences
The following discussion summarizes the material U.S. federal income
tax consequences of the Reverse Stock Split that will apply to holders of the
Company's Common Stock who hold their Company Common Stock as capital assets.
This discussion is based on certain representations by the Company and upon
certain assumptions by the Company's counsel. In addition, this discussion is
based on the current provisions of the Internal Revenue Code of 1986, referred
to as the Code, existing and proposed Treasury Regulations and current
administrative rulings and court decisions, all of which are subject to change.
Any change, whether or not retroactive, could alter the tax consequences
described below.
Shareholders should be aware that this discussion does not deal with
all U.S. federal income tax considerations that may be relevant to a particular
shareholder of the Company in light of that shareholder's particular
18
<PAGE>
circumstances or to a shareholder who is subject to special rules, such as a
shareholder who is a dealer in securities, who is subject to the alternative
minimum tax provisions of the Code, who acquired shares in connection with a
stock option or stock purchase plan or other compensatory transaction, or who
holds the Company Common Stock as part of a hedging, straddle or other risk
reduction strategy. In addition, the following discussion does not address the
tax consequences of the arrangement under state, local or foreign tax laws.
Each shareholder of the Company's Common Stock is urged to consult that
shareholder's own tax adviser as to the specific consequences of the arrangement
to the shareholder under applicable federal, state, local and foreign tax laws.
It is intended that the Reverse Stock Split will constitute a
reorganization with the meaning of Section 368(a)(1)(E) of the Code. If the
Reverse Stock Split constitutes a reorganization, the Company will not recognize
gain or loss.
A shareholder who receives new shares pursuant to the Reverse Stock
Split will not recognize any gain or loss as a result of the Reverse Stock
Split. Such shareholder will have the same aggregate tax basis in the new shares
as the shareholder had in the shares held before the exchange decreased by the
amount of any tax basis allocable to the fractional shares of the Company's
Common Stock for which cash is received. Such shareholder also will include in
the holding period of the new shares the holding period of the shares exchanged.
A shareholder who receives cash in lieu of fractional shares of the
Company's Common Stock will be treated as having received such fractional shares
and then as having received cash in redemption of such fractional shares of the
Company's Common Stock. In general, the shareholder will recognize capital gain
or loss equal to the difference between the amount of cash received and the
shareholder's tax basis allocable to the fractional shares of the Company's
Common Stock. Such gain or loss will be long-term if the shares have been held
by the shareholder for more than one year.
A shareholder who owns less than four shares of the Company Common
Stock and, therefore, receives only cash pursuant to the Reverse Stock Split and
who does not thereafter, actually or constructively, own any new shares will
recognize a capital gain or loss. Such capital gain or loss will be equal to the
difference between the cash received and the shareholder's basis for the shares
surrendered. Such gain or loss will be long-term if the shares have been held by
the shareholder for more than one year.
Exchange of Certificates; Fractional Share Interest; Escheat
On the Split Effective Date, each certificate representing existing
shares of Common Stock will automatically be deemed for all purposes to evidence
ownership of the appropriate reduced number of new shares of Common Stock and/or
the right to receive payment for the appropriate fractional new share interest
19
<PAGE>
without any action by the shareholder thereof. As soon as practicable after the
Split Effective Date, shareholders will be notified and requested to surrender
their certificates for their existing shares with instructions as to how to
receive new certificates and/or payment for their fractional new share interest.
No certificates should be surrendered until such notice is received.
Certificates for existing shares will be exchanged for certificates representing
new shares and any cash to which transmitting shareholders are entitled after
the Reverse Stock Split. StockTrans, Inc. will act as the exchange agent for
shareholders in effecting the exchange of their certificates and the payment for
fractional new share interests.
The Company presently expects to take no further action to solicit
shareholders who are entitled to cash for fractional new share interests but who
do not surrender their certificates after the mailing. No interest will accrue
or be paid on such cash. Under state escheat laws, any cash for fractional new
share interests not claimed by the shareholder entitled to such cash may escheat
to, and be claimed by, various states.
Effect of Reverse Stock Split on Warrants and Options
On the Split Effective Date, outstanding warrants to purchase the
Company's Common Stock will be adjusted to give effect to the Reverse Stock
Split by multiplying the number of shares issuable upon the exercise of
outstanding Warrants by the fraction 1/4 (with fractions of .5 shares or more
being rounded up to the next whole number of shares) and by multiplying the
exercise price of outstanding Warrants by the whole number four. After giving
effect to the Reverse Stock Split, the Company will have approximately 1,356,948
warrants outstanding, each of which will entitle the holder to purchase one
share of Common Stock at an exercise price of $10.80 per share.
Similarly, on the Split Effective Date, the Company's 1998 Management
Plan and outstanding options to purchase the Company's Common Stock will be
adjusted to give effect to the Reverse Stock Split by multiplying the number of
shares authorized to be issued pursuant to the Management Plan and the number of
shares to be issued upon the exercise of outstanding options by the fraction 1/4
(with fractions of .5 shares or more being rounded up to the next whole number
of shares) and by multiplying the respective exercise price of outstanding
options by the whole number four. After giving effect to the Reverse Stock
Split, the Company will be authorized to issue approximately 612,300 shares of
Common Stock pursuant to the Management Plan and will have outstanding
approximately 552,975 options, each of which will entitle the holder to purchase
one share of Common Stock at an exercise price ranging from $2.25 to $9.52 per
share.
The Board of Directors of the Company unanimously recommends that you
vote "for" Proposal Two.
20
<PAGE>
SHAREHOLDER PROPOSALS
Under the Company's Bylaws, shareholder proposals with respect to the
2001 Annual Meeting of Shareholders, including nominations for directors, which
have not been previously approved by the Board of Directors must be submitted to
the Secretary of the Company not later than March 2, 2001. Any such
proposals must be in writing and sent either by personal delivery,
nationally-recognized express mail or United States mail, postage prepaid to
Today's Man, Inc., 835 Lancer Drive, Moorestown, NJ 08057, Attention: Secretary
of the Company. Each nomination or proposal must include the information
required by the Bylaws. All later or nonconforming nominations and proposals
will be rejected.
Shareholder proposals for the 2001 Annual Meeting of Shareholders must
be submitted to the Company by March 2, 2001 to receive consideration for
inclusion in the Company's Proxy Statement relating to the 2001 Annual Meeting
of Shareholders. Any such proposal must also comply with SEC proxy rules,
including SEC Rule 14a-8.
In addition, shareholders are notified that the deadline for providing
the Company timely notice of any shareholder proposal to be submitted outside of
the Rule 14a-8 process for consideration at the Company's 2001 Annual Meeting of
Shareholders is March 2, 2001. As to all such matters which the Company
does not have notice on or prior to March 2, 2001, discretionary authority
shall be granted to the persons designated in the Company's proxy related to the
2001 Annual Meeting of Shareholders to vote on such proposal.
INDEPENDENT PUBLIC AUDITORS
The Company's independent public auditors for fiscal 1999 was the firm
of Ernst & Young LLP, Philadelphia, Pennsylvania. A representative of Ernst &
Young LLP is expected to be present at the Meeting and to be available to
respond to appropriate questions. The representative will have the opportunity
to make a statement if he so desires.
OTHER MATTERS
The Company is not presently aware of any matters (other than
procedural matters) which will be brought before the Meeting which are not
reflected in the attached Notice of the Meeting. The enclosed proxy confers
discretionary authority to vote with respect to any and all of the following
matters that may come before the Meeting: (i) matters which the Company did not
have notice on or prior to January 22, 2000 are to be presented at the Meeting;
(ii) approval of the minutes of a prior meeting of shareholders, if such
approval does not amount to ratification of the action taken at the meeting;
(iii) the election of any person to any office for which a bona fide nominee
named in this Proxy Statement is unable to serve or for good cause will not
serve; (iv) any proposal omitted from this Proxy Statement and the form of proxy
pursuant to Rules 14a-8 or 14a-9 under the Securities Exchange Act of 1934; and
(v) matters incident to the conduct of the Meeting. In connection with such
matters, the persons named in the enclosed proxy will vote in accordance with
their best judgment.
21
<PAGE>
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K
This Proxy Statement is accompanied by the Company's Annual Report to
Shareholders for fiscal 1999.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR FISCAL 1999 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WITHOUT CHARGE EXCEPT FOR EXHIBITS TO THE REPORT, BY
SENDING A WRITTEN REQUEST TO:
TODAY'S MAN, INC.
835 LANCER DRIVE
MOORESTOWN, NJ 08057
ATTENTION: FRANK E. JOHNSON, EXECUTIVE VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER
By Order of the Board of Directors
LARRY FELD
Vice President and Secretary
Moorestown, New Jersey
June 30, 2000
22
<PAGE>
EXHIBIT A
Amendment No. 1 to
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
TODAY'S MAN, INC.
This Amendment No. 1 to the Amended and Restated Articles of
Incorporation of Today's Man, Inc., a Pennsylvania corporation (the
"Corporation"), shall be effective as of the Split Effective Date (as defined
below):
1. The Amended and Restated Articles of Incorporation of the
Corporation shall be amended by inserting a new Article 5.1 as set forth below:
"5. Reverse Stock Split.
5.1 On the Split Effective Date (as defined below), the
Corporation shall effect a one-for-four reverse stock split pursuant to which
every four shares of the Corporation's Common Stock issued and outstanding or
held in treasury will be automatically converted into one new share of Common
Stock (the "Reverse Stock Split").
5.2 Upon the approval of the shareholders of the Corporation, the
Reverse Stock Split shall be effective as of the close of business on such date
that the Amendment is filed with the Pennsylvania Corporation Bureau, as
determined by the Corporation's Board of Directors, but in no event later than
July 31, 2000 (the "Split Effective Date").
5.3 The Corporation shall not issue fractional shares to the
shareholders entitled to a fractional interest in a share of Common Stock issued
pursuant to the Reverse Stock Split but shall pay instead to such shareholders,
in lieu of such fractional interest, an amount in cash equal to the market value
of such fractional interest based upon the average of the last sale price of the
Common Stock, as reported on the Nasdaq National Market, during the 20 trading
days ending on the Split Effective Date.
5.4 On the Split Effective Date, each certificate representing
existing shares of Common Stock will automatically be deemed for all purposes to
A-1
<PAGE>
evidence ownership of the appropriate reduced number of new shares of Common
Stock and/or the right to receive payment for the appropriate fractional new
share interest without any action by the shareholder thereof. As soon as
practicable after the Split Effective Date, the Corporation or its agent shall
notify shareholders and request the surrender of their certificates for their
existing shares with instructions as to how to receive new certificates and/or
payment for their fractional new share interest.
5.5 The shares of Common Stock issued pursuant to the Reverse
Stock Split shall be identical to the shares of Common Stock they are exchanged
for except for such Cusip number and other identifying marks that may be
required by the Cusip Service Bureau or the Corporation's Transfer Agent."
3. StockTrans, Inc., the Corporation's registrar and transfer agent,
hereby is appointed Disbursing Agent to disburse the Reverse Stock Split in
accordance with the foregoing.
4. The Board of Directors of the Corporation may at any time prior to
the effectiveness of the Amendment with the Pennsylvania Corporation Bureau,
terminate the proposed Amendment and the Reverse Stock Split and all
transactions contemplated by or incident thereto.
5. Except as provided herein, the Corporation's Amended and Restated
Articles of Incorporation shall remain in full force and effect.
A-2
<PAGE>
APPENDIX A
PROXY
TODAY'S MAN, INC.
ANNUAL MEETING OF SHAREHOLDERS -- JULY 20, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TODAY'S MAN, INC.
The undersigned hereby constitutes and appoints Frank E. Johnson and Barry S.
Pine, and each of them, as attorneys and proxies for the undersigned, with full
power of substitution, for and in the name, place and stead of the undersigned,
to appear at the Annual Meeting of Shareholders of Today's Man, Inc. (the
"Company") to be held on the 20th day of July 2000, and at any postponement or
adjournment thereof, and to vote all of the shares of the Company which the
undersigned is entitled to vote, with all the powers and authority the
undersigned would possess if personally present.
PROPOSAL 1. FOR / / the election of Eli Katz and Bruce Weitz as Class III
directors of the Company to hold office for a term of four years and until their
successors are duly elected and qualified.
To withhold authority to vote for all nominees as a director, please check this
box. / /
To withhold authority to vote for an individual nominee, print that nominee's
name on the space provided below.
--------------------------------------------------------------------------------
PROPOSAL 2. FOR / / AGAINST / / ABSTAIN / / the proposal to approve an
amendment to the Company's Amended and Restated Articles of Incorporation which
would effect a reverse stock split in which one new share of Common Stock would
be exchanged for every four shares of Common Stock currently issued and
outstanding, all as more fully described in the Company's Proxy Statement.
PROPOSAL 3. To transact such other business as may properly come before the
Annual Meeting.
(continued and to be signed on reverse side)
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS TO THE
CONTRARY ARE INDICATED, THE PROXY AGENTS INTEND TO VOTE FOR THE ELECTION OF THE
NOMINEE LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
BOTH PROXY AGENTS PRESENT AND ACTING IN PERSON OR BY THEIR SUBSTITUTES
(OR, IF ONLY ONE IS PRESENT AND ACTING, THEN THAT ONE) MAY EXERCISE ALL THE
POWERS CONFERRED BY THIS PROXY. DISCRETIONARY AUTHORITY IS CONFERRED BY THIS
PROXY AS TO CERTAIN MATTERS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.
The undersigned hereby acknowledges receipt of the Company's 1999
Annual Report to Shareholders, Notice of the Company's 2000 Annual Meeting of
Shareholders and the Proxy Statement relating thereto.
DATE: ______________________________ , 2000
(Please date this Proxy)
_____________________________________
Signature(s)
Please sign your name exactly as it
appears on this proxy indicating any
official position or representative
capacity. If shares are registered in
more than one name, all owners must
sign.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE
PAID ENVELOPE.
