MISTER JAY FASHIONS INTERNATIONAL, INC.
448 West 16th Street
New York, NY 10011
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on March 3, 1997
To the Shareholders of
MISTER JAY FASHIONS INTERNATIONAL, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
MISTER JAY FASHIONS INTERNATIONAL, INC. (the "Corporation") will be held at
Klarman & Associates at 14 East 60th Street, New York, New York 10022 on March
3, 1997 at 10:00 a.m., New York time, for the following purposes:
1. To elect four Directors to the Corporation's Board of Directors to hold
office for a period of one year or until their successors are duly elected and
qualified.
2. To vote on the proposal to amend the Corporation's certificate of
incorporation to effect a change of the Corporation's name from Mister Jay
Fashions International, Inc. to United Textiles & Toys Corporation
3. To vote on the proposal to reverse-spilt the Corporation's outstanding
shares on a 1 for 10 basis.
4. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
The close of business on January 3, 1997 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to attend, please complete, date and sign the accompanying proxy and return
it promptly in the enclosed envelope to assure that your shares are represented
at the meeting. If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy will automatically be
revoked if you execute the accompanying proxy or if you notify the Secretary of
the Corporation, in writing, prior to the Annual Meeting of Shareholders.
By order of the Board of Directors
Allean Goode, Secretary
<PAGE>
Dated: February 11, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE>
MISTER JAY FASHIONS INTERNATIONAL, INC.
448 West 16th Street
New York, NY 10011
PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on March 3, 1997
This proxy statement and the accompanying form of proxy have been
mailed on February 11, 1997 to the stockholders of record on January 3, 1997 of
Mister Jay Fashions International, Inc., a Delaware corporation (the
"Corporation") in connection with the solicitation of proxies by the Board of
Directors of the Corporation for use at the Annual Meeting to be held on March
3, 1997 and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
Shares of the Corporation's common stock (the "Common Stock")
represented by an effective proxy in the accompanying form will, unless contrary
instructions are specified in the proxy, be voted FOR (i) the election of the
four (4) persons nominated by the Board of Directors as directors, (ii) an
amendment to the Corporation's certificate of incorporation to effect a change
of the Corporation's name from Mister Jay Fashions International, Inc. to United
Textiles & Toys Corporation and (iii) the proposal to reverse-spilt the
Corporation's outstanding shares on a 1 for 10 basis (1 new share for every 10
shares presently owned).
Any such proxy may be revoked at any time before it is voted. A
stockholder may revoke this proxy by notifying the Secretary of the Corporation
either in writing prior to the Annual Meeting or in person at the Annual
Meeting, by submitting a proxy bearing a later date or by voting in person at
the Annual Meeting. An affirmative vote of a plurality of the shares of Common
Stock, present in person or represented by proxy, at the Annual Meeting and
entitled to vote thereon is required to elect the directors. A stockholder
voting through a proxy who abstains with respect to the election of directors is
considered to be present and entitled to vote on the election of directors at
the meeting, and is in effect a negative vote, but a stockholder (including a
broker) who does not give authority to a proxy to vote, or withholds authority
to vote, on the election of directors shall not be considered present and
entitled to vote on the election of directors. A stockholder voting through a
proxy who abstains with respect to approval of any other matter to come before
the meeting is considered to be present and entitled to vote on that matter and
is in effect a negative vote, but a stockholder (including a broker) who does
not give authority to a proxy to vote, or withholds authority to vote, on any
such matter shall not be considered present and entitled to vote thereon.
The Corporation will bear the cost of the solicitation of proxies by
the Board of Directors. The Board of Directors may use the services of its
executive officers and certain directors to solicit proxies from stockholders in
person and by mail, telegram and telephone. Arrangements may also be made with
brokers, fiduciaries, custodians, and nominees to send proxies, proxy statements
and other material to the beneficial owners of the Corporation's Common Stock
held of record by such persons, and the Corporation may reimburse them for
reasonable out-of-pocket expenses incurred by them in so doing.
<PAGE>
The Corporation's Annual Reports on Form 10-KSB for the year ended
March 31, 1996 and quarterly report on Form 10-QSB for the six months ended
September 30, 1996, accompanies this proxy statement.
The principal executive offices of the Corporation are located at 448
West 16th Street, New York, New York 10011 the Corporation's telephone number is
(212) 675-6666.
Independent Public Accountants
The Board of Directors of the Corporation has selected Lazar, Levine &
Company, Certified Public Accountants, as independent accountants of the
Corporation for the fiscal year ending March 31, 1997. Stockholders are not
being asked to approve such selection because such approval is not required. The
audit services provided by Lazar, Levine & Company, consisted of examination of
financial statements, services relative to filings with the Securities and
Exchange Commission, and consultation in regard to various accounting matters.
Representatives of Lazar, Levine & Company, are expected to be present at the
meeting and will have the opportunity to make a statement if they so desire and
answer appropriate questions.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Corporation's Common
Stock, $.01 par value per share. The presence, in person or by proxy, of a
majority of shares entitled to vote will constitute a quorum for the meeting.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to stockholders. The close of business on January 3, 1997 has been
fixed as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting and any adjournment thereof. At that date,
9,788,050 shares of Common Stock were outstanding. Voting of the shares of
Common Stock is on a non-cumulative basis.
The following table sets forth information as of February 11, 1997,
with respect to the beneficial ownership of shares of Common Stock by (i) each
person (including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended), known by the Corporation to be the
owner of more than 5% of the outstanding shares of Common Stock, (ii) each
director, and (iii) all officers and directors as a group. Except to the extent
indicated in the footnotes to the following table, each of the individuals
listed below possesses sole voting power with respect to the shares of Common
Stock listed opposite his name.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percentage of Class (%)
Europe American Capital (1)
Foundation 4,200,000 42.9%
Box 47
Tortola British Virgin Islands
Ilan Arbel (1) (2) 4,200,000 42.9%
c/o Mister Jay Fashions
International Inc.
448 West 16th Street
New York, NY 10011
Allean Goode (3) 25,000 *
c/o Mister Jay Fashions
International Inc.
448 West 16th Street
New York, NY 10011
Sheikhar Boodram (4) 25,000 *
c/o Mister Jay Fashions
International Inc.
448 West 16th Street
New York, NY 10011
Rivka Arbel (5) * *
c/o Mister Jay Fashions
International, Inc.
448 West 16th Street
New York, NY 10011
All officers and directors as 4,250,000 43.2%
a group (4 persons) (1)-(4)
* Less than 1 %
- ------------------------------
</TABLE>
(1) Represents shares beneficially owned by the Arbel family. See "Certain
Relationships and Related Transactions."
(2) Does not include shares underlying options granted on June 19, 1995.
Pursuant to the terms of a compensation agreement dated June 10, 1995, the
Company granted Ilan Arbel and Rivka Arbel 350,000 and 200,000 options,
respectively, to purchase shares of Common Stock at an exercise price of $2.00.
The number of stock options granted to Ilan Arbel and Rivka Arbel reflects a
revision of the compensation agreement. The earlier version of the compensation
agreement provided that the board of directors would grant options to purchase
150,000 shares and 100,000 shares, exercisable at $2.00 per share, to Ilan Arbel
and Rivka Arbel, respectively. 150,000 shares and 100,000 shares were issued on
June 26, 1995 upon the exercise of such options. In September 1995, Ilan Arbel
and Rivka Arbel exercised options and purchased an additional 100,000 shares
each. The shares purchased were sold pursuant to an Registration Statement on
form S-8 filed by the Company on June 21, 1995 and as amended on August 14,
1995. Does not includes an aggregate of 3,000,000 shares purchased pursuant to
the exercise of options granted in January 1996 and June 1996, which were
exercised and the shares purchased thereunder resold pursuant to an S-8
registration statement. See ACertain Relationships and Related Transactions."
(3) Includes 25,000 shares which are issuable upon the exercise of options
granted under the Company's 1992 Stock Option Plan.
(4) Includes 25,000 shares which are issuable upon the exercise of options
granted under the Company's 1992 Stock Option Plan.
(5) Does not includes 400,000 shares pursuant to option granted in January
1996, which option was terminated.
Certain Reports
No person who, during the transition period ended March 31, 1996, was a
director, officer or beneficial owner of more than ten percent of the
Corporation's Common Stock (which is the only class of securities of the
Corporation registered under Section 12 of the Securities Exchange Act of 1934
(the "Act") (a "Reporting Person") failed to file on a timely basis, reports
required by Section 16 of the Act during the most recent fiscal year or prior
years. The foregoing is based solely upon a review by the Corporation of Forms 3
and 4 during the most recent fiscal year as furnished to the Corporation under
Rule 16a-3(d) under the Act, and Forms 5 and amendments thereto furnished to the
Corporation with respect to its most recent fiscal year, and any representation
received by the Corporation from any reporting person that no Form 5 is
required, except as described herein.
RECENT DEVELOPMENTS
On December 13, 1996 the Company exchanged with Europe American Captial
Foundation, an affiliate of Ilan Arbel and his family, 4,200,000 shares of
Common Stock for 105,000 shares of Play Co. Toys & Entertainment Corp.=s
(APlayco@) Series E Preferred Stock (the APlayco Preferred Stock@), which shares
are convertible at any time into 84,000,000 shares of Playco=s common stock.
In January 1996, pursuant to the terms of a compensation agreements the
Company granted Ilan Arbel and Rivka Arbel options to purchase 950,000 and
400,000 shares of the Company's Common Stock. Mr. Arbel, the Company=s
president, exercised the options in full and the shares purchase sold pursuant
to an S-8 registration statement in February 1996. In June 1996, Mr. Arbel
transferred 334,000 shares of Playco=s Preferred Stock to the Company as payment
for the 950,000 shares issued upon the exercise of options guaranteed to Ilan
Arbel. The 334,000 Playco Preferred Shares were converted into 6,680,000 shares
of Playco=s Common Stock in August 1996. The transfer of shares occurred in
September 1996. Pursuant to the conversion of the shares of the Playco Preferred
Stock the Company became the majority stockholder of the Playco.
In June 1996, pursuant to the terms of an employment agreement, the
Company granted Ilan Arbel options to purchase 2,050,000 shares of Common Stock,
which option was exercised in full and the shares purchased sold pursuant to an
S-8 registration statement. As payment for the shares purchase pursuant the
option, Mr. Arbel through an affiliated entity transferred an aggregate of
800,000 shares of Playco=s Preferred Stock, which shares are convertible into
16,000,000 shares of Playco=s common stock. The transfer of shares occurred in
December 1996 and January 1997.
On June 19, 1995, pursuant to a compensation agreement dated June 10,
1995, the Company's board of directors granted 150,000 and 100,000 stock options
exercisable at $2.00 per share, to Ilan Arbel and Rivka Arbel, respectively.
This consulting agreement was subsequently amended, whereby the board of
directors granted 350,000 and 200,000 stock options exercisable at $2.00 per
share, to Ilan Arbel and Rivka Arbel.
It is expected that the following will be considered at the meeting and
action taken thereon.
I. ELECTION OF DIRECTORS
The Board of Directors currently consists of four members elected for
a term of one year and until their successors are duly elected and qualified. An
affirmative vote of a plurality of the shares of Common Stock, present in person
or represented by proxy at the Annual Meeting, and entitled to vote thereon is
required to elect the directors. All proxies received by the Board of Directors
will be voted for the election as directors of the nominees listed below if no
direction to the contrary is given. In the event any nominee is unable to serve,
the proxy solicited hereby may be voted, in the discretion of the proxies, for
the election of another person in his stead. The Board of Directors knows of no
reason to anticipate this will occur.
The following table sets forth as of January 3, 1997 with respect to
the four nominees for election as directors of the Corporation:
<TABLE>
<CAPTION>
<S> <C> <C>
Position with Corporation; Continually
Name Principal Occupation and Age Since
Ilan Arbel Chief Executive Officer, 1991
President and Director; 42
Sheikhar Boodram Vice-President and 1992
Director; 34
Allean Goode Secretary, Treasurer and 1992
Director; 62
Rivka Arbel Director; 43 1992
- -------------------------
</TABLE>
All directors hold office until the next annual meeting of stockholders or
until their successors are duly elected and qualified. Officers are elected
annually by, and serve at the discretion of the Board of Directors. There are no
family relationships between or among any officers or directors of the
Corporation, except that Rivka Arbel is the sister-in-law of Ilan Arbel. The
Corporation granted to Hanover Sterling & Company, Ltd., the Underwriter of the
Corporation's initial public offering, the right to nominate one individual for
election to the Corporation's Board of Directors. No such individual has been
designated as of the date hereof.
Ilan Arbel has been President and Chief Executive Officer and a Director of
the Company since 1991. Mr. Arbel was the President, Chief Executive Officer and
a Director of U.S. Wireless Corporation (formerly American Toys, Inc.) from its
inception in February 1993 until July 1996. In May 1993, Mr. Arbel became a
director of Playco, and since June 1994, he has been the Chairman of the Board.
Since August 1995, Mr. Arbel has been a Director of Multimedia Concepts
International, Inc. From 1989 to present, Mr. Arbel has been the sole officer
and director of Europe American Capital Corp., a company involved in investments
and finance in the United States and Europe. Mr. Arbel is also the sole officer
and director of European Ventures Corp., a company involved in investments and
finance in the United States and Europe Mr. Arbel is a graduate of the
University Bar Ilan in Israel, with B.A. degrees in Economics, Business and
Finance.
Allean Goode from September 1992 to present, has been Secretary, Treasurer
and a Director of the Company. Ms. Goode has been Secretary, Treasurer and a
Director of American Toys since February, 1993. Ms. Goode has been Assistant
Secretary of Playco since May 1993. From 1991 until September 1992, Ms. Goode
acted as an independent contractor performing bookkeeping services for the
Company. From 1981 until 1991, Ms. Goode was employed as Office Manager and
Bookkeeper of Via West Sportswear, a New York based manufacturer of sportswear.
Sheikhar Boodram from October 1991 until his appointment as Vice-President
and a Director of the Company in September 1992, Mr. Boodram was employed by the
Company as its Production Manager performing most of the functions which he
presently performs as Vice-President. Mr. Boodram has been a Director of
American Toys since May 1993. Mr. Boodram has been responsible for the design
and the coordination of the manufacturing of the Company's garments. From June
1995 to present Mr. Boodram has been the President and Secretary of Multimedia
Concepts International, Inc. Mr. Boodram was appointed as a Director of Playco
in February 1996. Mr. Boodram is the sole Officer and Director of American Eagle
Industries Corp. and Match II, Inc., which companies engage in the manufacture
of women's clothing. From 1979 until October 1991, Mr. Boodram was the
production manager for Lady Helene Sophisticates, Ltd., a manufacturer of ladies
garments which ceased operations in 1991.
Rivka Arbel has been a Director of the Company since September 29, 1992.
From 1986 to present, Ms. Arbel has been President and a Director of Amigal,
Ltd., a producer of men's and women's wear in Israel. Ms. Arbel is the
sister-in-law of Ilan Arbel, the Company's President and Chief Executive
Officer.
Board Meetings, Committees and Compensation
During the year ended March 31, 1996, no meetings of the Board of Directors
were held and action was taken on five (5) occasions by unanimous written
consent of the Board of Directors in lieu of meeting. The Corporation does not
pays its directors for their attendance at meetings of the board of Directors
and committee meetings.
The Board of Directors recommends that you vote "FOR" the nominees for
Director.
EXECUTIVE COMPENSATION AND RELATED MATTERS
Executive Compensation
Summary of Cash and Certain Other Compensation
The following provides certain information concerning all Plan and Non-Plan
(as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded to,
earned by, paid by Playco during the years ended March 31, 1996, 1995 and 1994
to each of the named executive officers of the Company.
Summary Compensation Table
Annual Compensation
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Name and Principal Other Annual
Position Year Salary($) Bonus($) Compensation($)
- ----------------------- ---- --------- -------- ---------------
Ilan Arbel 1996 - - -
Chief Executive 1995 - - -
Officer 1994 - - -
</TABLE>
(1) See "Recent Developments and "Certain Relationships and Related
Transactions for a discussion of the compensation received by the Company's
officers.
1992 Stock Option Plan
In 1992, the Corporation adopted the 1992 Stock Option Plan (the "Plan").
The Plan provides for the grant of options to qualified employees (including
officers and directors, advisors and consultants) of the Corporation to purchase
an aggregate of 150,000 shares of Common Stock. The Plan is administered by the
Board of Directors or a committee of the Board of Directors (the "Option
Committee") whose members are not entitled to receive options under the Plan.
The Option Committee has complete discretion to select the optionee and to
establish the terms and conditions of each option, subject to the provisions of
the Plan. Options granted under the Plan may or may not be "incentive stock
options" as defined in Section 422 of the Code ("Incentive Options") depending
upon the terms established by the Option Committee at the time of grant, but the
exercise price of options may not be less than 100% of the fair market value of
the Corporation's Common Stock as of the date of grant (110% of the fair market
value if the grant is an Incentive Option to an employee who owns more than 10%
of the outstanding Common Stock). Options may not be exercised more than 10
years after the grant. Options granted under the Plan are not transferable and
may be exercised only by the respective grantees during their lifetimes or by
their heirs, executors or administrators in the event of death. Under the Plan,
shares subject to canceled or terminated options are reserved for subsequently
granted options. The number of options outstanding and the exercise price
thereof are subject to adjustment in the case of certain transactions such as
mergers, recapitalizations, stock splits or stock dividends.
As of the date hereof, the Corporation has granted options under the Plan
to purchase an aggregate of 50,000 shares of Common Stock, at an exercise price
of $6.50 per share to Allean Goode and Sheikhar Boodram, both of whom are
officers of the Corporation. Options granted under the Plan become exercisable
in accordance with the vesting schedules depending upon the duration of the
options.
Certain Relationships and Related Transactions
On December 13, 1996 the Company exchanged with Europe American Captial
Foundation, an affiliate of Ilan Arbel and his family, 4,200,000 shares of
Common Stock for 105,000 shares of Play Co. Toys & Entertainment Corp.=s
(APlayco@) Series E Preferred Stock (the APlayco Preferred Stock@), which shares
are convertible at any time into 84,000,000 shares of Playco=s common stock.
In January 1996, pursuant to the terms of a compensation agreements the
Company granted Ilan Arbel and Rivka Arbel options to purchase 950,000 and
400,000 shares of the Company's Common Stock. Mr. Arbel, the Company=s
president, exercised the options in full and the shares purchase sold pursuant
to an S-8 registration statement in February 1996. In June 1996, Mr. Arbel
transferred 334,000 shares of Playco=s Preferred Stock to the Company as payment
for the 950,000 shares issued upon the exercise of options guaranteed to Ilan
Arbel. The 334,000 Playco Preferred Shares were converted into 6,680,000 shares
of Playco=s Common Stock in August 1996. The transfer of shares occurred in
September 1996. Pursuant to the conversion of the shares of the Playco Preferred
Stock the Company became the majority stockholder of the Playco.
In June 1996, pursuant to the terms of an employment agreement, the Company
granted Ilan Arbel options to purchase 2,050,000 shares of Common Stock, which
option was exercised in full and the shares purchased sold pursuant to an S-8
registration statement. As payment for the shares purchase pursuant the option,
Mr. Arbel through an affiliated entity transferred an aggregate of 800,000
shares of Playco=s Preferred Stock, which shares are convertible into 16,000,000
shares of Playco=s common stock. The transfer of shares occurred in December
1996 and January 1997.
On June 19, 1995, pursuant to a compensation agreement dated June 10, 1995,
the Company's board of directors granted 150,000 and 100,000 stock options
exercisable at $2.00 per share, to Ilan Arbel and Rivka Arbel, respectively.
This consulting agreement was subsequently amended, whereby the board of
directors granted 350,000 and 200,000 stock options exercisable at $2.00 per
share, to Ilan Arbel and Rivka Arbel.
On June 19, 1995, pursuant to a compensation agreement dated June 10, 1995,
the Company's board of directors granted 150,000 and 100,000 stock options
exercisable at $2.00 per share, to Ilan Arbel and Rivka Arbel, respectively.
This consulting agreement was subsequently amended, whereby the board of
directors granted 350,000 and 200,000 stock options exercisable at $2.00 per
share, to Ilan Arbel and Rivka Arbel.
On June 16, 1995, American Toys filed an amendment to the filed Form S-8,
amending the 100,000 options exercisable at $4.25 per share issued to Mr. Arbel
to 150,000 options exercisable at $1.00 per share. Also, the 50,000 options
exercisable at $4.25 per share issued to Alan Berkun were amended to 75,000
options exercisable at $1.00 per share. Both sets of options were exercised by
said individuals in full on such date and sold.
On March 9, 1995 American Toys' board of directors granted 250,000 and
100,000 stock options to Ilan Arbel and Alan Berkun, respectively. 150,000 and
50,000 options granted to Messrs. Arbel and Berkun, respectively, were
exercisable at $3.00 per share, which options were exercised. The remaining
100,000 and 50,000 options granted to Messrs. Arbel and Berkun, respectively,
are exercisable at $4.25 per share, which options have not been exercised. On
March 21, 1995, American Toys filed a Form S-8 registration statement
registering the sale of the shares of common stock underlying such options, at
which time Messrs. Arbel and Berkun exercised 150,000 and 50,000 options,
respectively, and sold the shares pursuant to such registration. The options
were issued as compensation.
II. AMENDMENT TO THE CORPORATION'S CERTIFICATE
OF INCORPORATION TO EFFECT A CHANGE OF THE
CORPORATION'S NAME FROM MISTER JAY FASHIONS INTERNATIONAL, INC.
TO UNITED TEXTILES & TOYS CORPORATION
The Board of Directors has unanimously approved a proposal to amend the
Corporation's Certificate of Incorporation to effect a change of the name of the
Corporation from Mister Jay Fashions International, Inc. to United Textiles &
Toys Corporation. The full text of the proposed Amendment to the Certificate of
Incorporation is annexed hereto as Appendix A to this Proxy Statement.
The Corporation has decided to redirect the Corporation's business
focus to include not only its textile business but to include the business of
Play Co. Toys & Entertainment Corp., of which the Company is the majority
stockholder. To this end, the Corporation may engage in acquisitions to further
diversify its operations. The Corporation believes its name shall be an intregal
part of its development, in terms or public recognition of its corporate
strategy and product development. In addition, though the Corporation is not
currently in negotiations with respect to any additional acquisition or business
ventures, it does intend to seek other business opportunities in various
industries. United Textiles & Toys Corporation stands for United Textiles and
Toys Corporation.
Stockholders will not be required to submit their stock certificates
for exchange and, following the effective date of the amendment changing the
name of the Corporation, all new stock certificates issued by the Corporation
will either be overprinted with the Corporation's new name or new certificates
issued.
The affirmative vote of the holders of a majority of the shares of the
Common Stock issued and outstanding on the record date, voting together as a
single class, is required for the approval of this proposal. The Directors and
Officers of the Corporation and other principal stockholders owning of record,
beneficially, directly and indirectly, an aggregate of approximately 42.9% of
such shares outstanding on the record date, have agreed to vote in favor of
approval of this proposal.
The Board of Directors deems this Proposal No. II to be in the best
interests of the Corporation and its stockholders and recommends a vote "FOR"
approval thereof.
III. REVERSE-STOCK SPLIT
Management of the Corporation is of the opinion that a reverse-spilt of the
Corporation's stock 1 for 10 (1 new share for every 10 old shares) is in the
best interests of the Corporation's shareholders. All fractional shares will be
rounded up or down to the nearest whole shares. No cash will be paid for any
fractions of shares.
Currently, the Corporation's Common Stock is quoted on the Nasdaq SmallCap
Stock Market ("Nasdaq"). The Corporation has recently received notice from
Nasdaq that the bid price of the Corporation's Common Stock has traded below the
minimum bid price of $1.00 for over ten consecutive days, thus subjecting the
Corporation to possible de-listing. In order to continue to have its Common
Stock listed on Nasdaq, the Corporation is required to maintain (i) total assets
of at least $2,000,000, (ii) total stockholders' equity of $1,000,000, (iii) a
minimum bid price of $1.00, (iv) one market maker, (v) 300 stockholders, (vi) at
least 100,000 shares in the public float and (vii) a minimum market value for
the public float of $200,000. In the event the Corporation's Common Stock is
delisted from the Nasdaq, trading, if any, of the Corporation's securities would
thereafter be conducted in the over-the-counter market on the OTC Bulletin
Board. Consequently, an investor may find it less liquid, therefore being more
difficult to dispose of, or to obtain accurate quotations as to the price of the
Company's securities.
At present, the bid price of the Corporation's Common Stock is below
$1.00.The proposed reverse-split is necessary to attempt to keep the Corporation
in compliance with Nasdaq's continued listing requirements. Management believes
that a reverse-split of the Corporation's stock is the best strategy to keep the
Corporation in compliance with the continued listing requirements of the Nasdaq
SmallCap Market.
The reverse-split will be effected by an amendment to the Corporation's
Certificate of Incorporation whereby the Corporation will reduce its present
issued and outstanding shares from 9,788,050 shares to 978,805 shares. The
record date for purposes of calculating the reverse-split will be March 6, 1997,
and the effective date of the reverse-split will be the commencement of business
the day after the Amendment to the Corporation's Amendment to its Certificate of
Incorporation is filed.
The affirmative vote of the holders of a majority of the shares of the
Common Stock issued and outstanding on the record date, voting together as a
single class, is required for the approval of this proposal. The Directors and
Officers of the Corporation and other principal stockholders owning of record,
beneficially, directly and indirectly, an aggregate of approximately 42.9% of
such shares outstanding on the record date, have agreed to vote in favor of
approval of this proposal.
The Board of Directors deems this Proposal No. II to be in the best
interests of the Corporation and its stockholders and recommends a vote "FOR"
approval thereof.
FINANCIAL INFORMATION
A COPY OF THE CORPORATION'S ANNUAL REPORTS ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED MARCH 31, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO STOCKHOLDERS
WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR SENT TO ALLEAN GOODE, SECRETARY,
MISTER JAY FASHIONS INTERNATIONAL, INC., 448 WEST 16TH STREET, NEW YORK, NY
10011. EACH SUCH REQUEST MUST SET FORTH A GOOD FAITH REPRESENTATION THAT AS OF
JANUARY 3, 1997 THE PERSON MAKING THE REQUEST WAS THE BENEFICIAL OWNER OF COMMON
SHARES OF THE CORPORATION ENTITLED TO VOTE AT THE ANNUAL MEETING OF
STOCKHOLDERS.
IV. OTHER BUSINESS
As of the date of this proxy statement, the only business which the Board
of Directors intends to present, and knows that others will present, at the
Annual Meeting is that herein above set forth. If any other matter or matters
are properly brought before the Annual Meeting, or any adjournments thereof, it
is the intention of the persons named in the accompanying form of proxy to vote
the proxy on such matters in accordance with their judgment.
Stockholder Proposals
Proposals of stockholders intended to be presented at the Corporation's
1996 Annual Meeting of Stockholders must be received by the Corporation on or
prior to July 31, 1997 to be eligible for inclusion in the Corporation's proxy
statement and form of proxy to be used in connection with the 1997 Annual
Meeting of Stockholders.
By Order of the Board of Directors,
Allean Goode
Secretary
February 11, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN
YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF IT IS
MAILED IN THE UNITED STATES OF AMERICA.
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